e485apos
As filed with the Securities and Exchange Commission on March 31, 2008
Registration No. 333-05265 and 811-07655
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment o
Post-Effective Amendment No. 34 þ
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment
No. 37 þ
(Check appropriate box or boxes)
DRIEHAUS MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(Address of Principal Executive Offices, including Zip Code)
MARY H. WEISS, ESQ.
DRIEHAUS CAPITAL MANAGEMENT LLC
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(Name and Address of Agent for Service)
COPY TO:
CATHY G. OKELLY, ESQ.
VEDDER PRICE P.C.
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
It is proposed that this filing will become effective (check appropriate box):
o Immediately upon filing pursuant to paragraph (b)
o On (date) pursuant to paragraph (b)
þ 60 days after filing pursuant to paragraph (a)(1)
o On (date) pursuant to paragraph (a)(1)
o 75 days after filing pursuant to paragraph (a)(2)
o On (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
o this post-effective amendment designates a new effective date for a previously filed
post-effective amendment.
25 East Erie Street
Chicago, Illinois 60611
1-800-560-6111
Driehaus International Discovery Fund
Driehaus Emerging Markets Growth Fund
Driehaus International Equity Yield Fund
Driehaus International Small Cap Growth Fund
Distributed by:
Driehaus Securities LLC
The Securities and Exchange Commission (the SEC) has not approved or disapproved these securities
or determined if this Prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
Table of Contents
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Back Cover |
Overview
Goal of the Driehaus Mutual Funds
Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus
International Equity Yield Fund and Driehaus International Small Cap Growth Fund (each a Fund and
together the Funds) strive to increase the value of your investment (capital appreciation). In
other words, each Fund tries to buy stocks with a potential to appreciate in price. Each Fund has
its own strategy for achieving this goal with a related risk/return profile but employs common
growth techniques. Because stock markets in general, and the individual securities purchased by
the Funds, go down in price as well as up, you may lose money by investing in the Funds. The Funds
are specialized investment vehicles and should be used as part of your overall investment strategy
to diversify your holdings. Please review all the disclosure information carefully.
Who May Want to Invest in the Funds
The Funds may be an appropriate investment if you:
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Want to diversify your portfolio of domestic investments into international stocks |
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Are not looking for current income |
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Are prepared to receive taxable long-term and short-term capital gains |
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Are willing to accept higher short-term risk in exchange for potentially higher long-term
returns |
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Want to complement your U.S. holdings through equity investments in countries outside the
United States |
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Can tolerate the increased price volatility, currency fluctuations and other risks
associated with growth style investing and investing in non-U.S. securities |
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Are investing with long-term goals in mind (such as retirement or funding a childs
education, which may be many years in the future) |
Investment Adviser
Each Fund is managed by Driehaus Capital Management LLC (the Adviser), a registered investment
adviser founded in 1982. As of March 31, 2008, the Adviser
managed approximately $___ billion in
assets.
Investment Philosophy
The Adviser believes that, over time, revenue and earnings growth are the primary determinants of
equity valuations. Accordingly, the Adviser concentrates the Funds investments in companies that
have demonstrated the ability to rapidly increase sales and earnings, as well as the potential for
continued growth in the future. The Adviser evaluates the earnings quality of such companies to
determine whether current earnings might indicate future results. In addition, the Adviser may
analyze a foreign firms value in relation to a domestic firms value. Factors such as strong
company earnings reports, increased order backlogs, new product introductions, and industry
developments alert the Adviser to potential investments. The Adviser combines this information with
its own technical analyses to reach an overall determination about the attractiveness of specific
securities. To a lesser extent, the Adviser also uses macroeconomics or country-specific analyses.
While the Adviser seeks companies that have demonstrated superior earnings growth, the Adviser may
also purchase the stock of companies based on the expectation of capital appreciation where there
is no demonstrable record of earnings growth or increasing sales. This investment philosophy
results in high portfolio turnover. High portfolio turnover in any year may result in payment by a
Fund of above-average amounts of transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains.
1
Fund Distributions
The Funds intend to pay dividends, if any, at least annually. Such distributions can consist of
both ordinary income and any realized capital gains. Unless you are purchasing Fund shares through
a tax-exempt or tax-deferred account (such as an individual retirement account (IRA)), buying Fund
shares at a time when the Fund has substantial recognized or unrecognized gains can cost you money
in taxes. Contact the Funds for information concerning when distributions will be paid. On a
continuing basis, due to high portfolio turnover of the Funds, a greater percentage of capital
gains may be paid each year by a Fund with a significant percentage of the dividend constituting
short-term capital gains, which are taxed at ordinary income tax rates. You should consult your tax
advisor regarding your tax situation.
2
Driehaus International Discovery Fund Summary
Goal and Strategy
The Driehaus International Discovery Fund seeks to maximize capital appreciation. There are no
restrictions on the capitalization of companies whose securities the Fund may buy. The Fund
generally invests a substantial portion of its assets in the stocks of small to mid-size foreign
companies; however, the Adviser may shift the Funds focus toward large cap foreign stocks when
market conditions suggest that doing so will help the Fund achieve its objective. Under normal
market conditions, the Fund invests substantially all (no less than 65%) of its assets in at least
three different countries other than the United States. The Fund may invest a substantial portion
of its assets in emerging markets from time to time. The Fund may invest in companies with limited
operating histories.
The Fund uses a growth style of investment by investing in stocks which the Adviser believes have
some or all of the following characteristics:
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Dominant products or market niches |
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Improved sales outlook or opportunities |
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Demonstrated sales growth and earnings |
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Cost restructuring programs which are expected to positively affect company earnings |
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Increased order backlogs, new product introductions, or industry developments which are
expected to positively affect company earnings |
The Adviser also considers macroeconomic information and technical information in evaluating stocks
and countries for investment.
Principal Risk Factors
It is possible to lose money by investing in the Fund. The Fund is subject to market risk, which is
the possibility that stock prices overall will decline over short or even long periods. Stock
markets tend to move in cycles, with periods of rising prices and periods of falling prices. These
fluctuations are expected to have a substantial influence on the value of the Funds shares. In
addition, this is an international fund and, therefore, all of the following risks of foreign
investment are present:
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Less liquidity |
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Greater volatility |
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Political instability |
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Restrictions on foreign investment and repatriation of capital |
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Less complete and reliable information about foreign companies |
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Reduced government supervision of some foreign securities markets |
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Lower responsiveness of foreign management to shareholder concerns |
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Economic issues or developments in foreign countries |
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Fluctuation in exchange rates of foreign currencies and risks of devaluation |
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Emerging market risk such as limited trading volume, expropriation, devaluation or other
adverse political or social developments |
Some emerging markets have experienced currency crises, and there is some risk of future crises.
Past crises have caused some countries to institute currency reform measures which inhibit the free
flow of currency out of their country. The Fund invests in companies that are smaller, less
established, with less liquid markets for their stock, and therefore may be riskier investments.
This is a nondiversified fund; compared to other funds, the Fund may invest a greater percentage of
assets in a particular issuer or a small number of issuers. As a consequence, the Fund may be
subject to greater risks and larger losses than diversified funds. In addition, from time to time
the Fund may have significant weightings in particular sectors, which may subject the Fund to
greater risks than less sector-concentrated funds.
3
Driehaus International Discovery Fund
Performance
The Funds returns will vary, and you could lose money. The information below provides an
illustration of how the Funds performance has varied over time, and gives some indication of the
risks of an investment in the Fund by showing changes in the Funds performance from year-to-year
and by comparing the Funds average annual total returns with two broad measures of market
performance. The Funds past performance (before and after taxes) does not necessarily indicate how
it will perform in the future. During certain of these periods, fee waivers and/or expense
reimbursements were in effect; otherwise, the Funds returns would have been lower.
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using
the historical highest individual marginal federal income tax rates and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an investors tax situation and may
differ from those shown in the table. After-tax returns shown are not relevant to investors who
hold their shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
Annual Returns for the years ended December 31
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1999 |
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213.65 |
% |
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2004 |
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11.95 |
% |
2000 |
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11.29 |
% |
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2005 |
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43.97 |
% |
2001 |
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14.36 |
% |
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2006 |
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16.41 |
% |
2002 |
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12.90 |
% |
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2007 |
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32.32 |
% |
2003 |
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62.40 |
% |
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During the periods shown in the bar chart, the highest return for a quarter was 89.29% (quarter
ended 12/31/99) and the lowest return for a quarter was -21.16% (quarter ended 9/30/02).
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Inception |
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(12/31/98 - |
Average Annual Total Returns as of December 31, 2007 |
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1 Year |
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5 Years |
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12/31/07) |
(data includes reinvestment of dividends) |
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Driehaus International Discovery Fund |
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Return Before Taxes |
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32.32 |
% |
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32.16 |
% |
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26.62 |
% |
Return After Taxes on Distributions |
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25.78 |
% |
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29.05 |
% |
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24.21 |
% |
Return After Taxes on Distributions and Sale of Fund Shares |
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23.45 |
% |
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27.46 |
% |
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23.12 |
% |
MSCI AC World ex USA Index* |
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(reflects no deduction for fees, expenses, or taxes) |
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17.10 |
% |
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24.49 |
% |
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9.61 |
% |
MSCI AC World ex USA Growth Index**
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(reflects no deduction for fees, expenses, or taxes) |
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21.40 |
% |
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22.70 |
% |
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7.09 |
% |
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* |
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The Morgan Stanley Capital International All Country World ex USA Index (MSCI AC World ex USA
Index) is a market capitalization-weighted index designed to measure equity market performance in
47 global developed and emerging markets, excluding the U.S. Data is in U.S. dollars. Source:
Morgan Stanley Capital International Inc. |
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The Morgan Stanley Capital International All Country World ex USA Growth Index (MSCI AC World
ex USA Growth Index) is a subset of the MSCI AC World ex USA Index and is composed of only those
MSCI AC World ex USA Index stocks which are categorized as growth stocks. Data is in U.S. dollars.
Source: Morgan Stanley Capital International Inc. |
4
Driehaus International Discovery Fund
Investor Expenses
Shareholder Fees. The Fund is a no-load investment, so you will not pay any shareholder fees (such
as sales loads) when you buy or sell shares of the Fund unless you sell your shares within 60 days
after purchase, as described in the table below. There is a $15 charge for payments of redemption
proceeds by wire (which may be waived for certain financial institutions; however, certain
financial institutions may charge an account-based service fee).
Annual Fund Operating Expenses are paid out of the Funds assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder servicing, accounting and other
services. You do not pay these fees directly; however, as the example shows, these costs are borne
indirectly by shareholders.
Fees and Expenses of the Fund. This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.
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Shareholder Fees (fees paid directly from your investment) |
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Maximum Sales Charge Imposed on Purchases |
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None |
Maximum Deferred Sales Charge |
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None |
Maximum Sales Charge Imposed on Reinvested Dividends |
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None |
Redemption Fee1 (as a % of amount redeemed) |
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2.00 |
% |
Exchange Fee |
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None |
Annual Fund Operating Expenses (expenses that are deducted from Fund assets, expressed as a % of average
net assets)
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Management Fee2 |
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1.46 |
% |
Other Expenses |
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0.17 |
% |
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Total Annual Fund Operating Expenses |
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1.63 |
%3 |
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1 |
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The redemption fee is imposed on shares redeemed within 60 days of purchase. |
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2 |
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The Fund pays the Adviser an annual management fee on a monthly basis as follows:
1.50% on the first $500 million of average daily net assets; 1.35% on the next $500 million; and
1.25% of average daily net assets in excess of $1 billion. |
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3 |
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The Fund participates in a commission recapture program by directing certain portfolio
trades to brokers who have agreed to rebate to the Fund a portion of the commissions generated. For
the year ended December 31, 2007, these rebates were used to pay certain Fund expenses, which
ultimately reduced the Funds Total Annual Fund Operating Expenses to 1.59%. |
Example: This example is intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the Funds operating
expenses remain the same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:
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1 Year |
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3 Years |
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5 Years |
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10 Years |
$166
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$ |
514 |
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$ |
887 |
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$ |
1,933 |
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5
Financial Highlights Driehaus International Discovery Fund
The financial highlights table is intended to help you understand the Funds financial performance
for the past five years. Certain information reflects financial results for a single Fund share.
The total returns in the table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and distributions). The
information for the five years ended December 31, 2007 has been audited by [ ] whose report,
along with the Funds financial statements, is included in the annual report, which is available,
without charge, upon request.
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For the year |
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For the year |
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For the year |
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For the year |
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For the year |
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ended |
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ended |
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ended |
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ended |
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ended |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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2007 |
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2006 |
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2005 |
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2004 |
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2003 |
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Net asset value, beginning of period |
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$ |
39.35 |
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$ |
41.20 |
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$ |
31.67 |
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$ |
29.28 |
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$ |
18.03 |
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INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
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Net investment income (loss) |
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(0.03 |
) |
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(0.21 |
) |
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0.02 |
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(0.02 |
) |
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(0.15 |
) |
Net realized and unrealized gain (loss) on
investments and foreign currency transactions |
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12.19 |
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6.82 |
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13.78 |
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3.45 |
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11.40 |
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Total income from investment operations |
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12.16 |
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6.61 |
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13.80 |
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3.43 |
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11.25 |
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LESS DISTRIBUTIONS: |
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Dividends from net investment income |
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(0.13 |
) |
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(0.04 |
) |
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Distributions from capital gains |
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(9.83 |
) |
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(8.47 |
) |
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(4.23 |
) |
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(1.05 |
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Total distributions |
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(9.96 |
) |
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(8.47 |
) |
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(4.27 |
) |
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(1.05 |
) |
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Redemption fees added to paid-in capital |
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0.00 |
~ |
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0.01 |
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0.00 |
~ |
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0.01 |
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0.00 |
~ |
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Net asset value, end of period |
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$ |
41.55 |
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$ |
39.35 |
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$ |
41.20 |
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$ |
31.67 |
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$ |
29.28 |
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Total Return |
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32.32 |
% |
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16.41 |
% |
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43.97 |
% |
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11.95 |
% |
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62.40 |
% |
RATIOS/SUPPLEMENTAL DATA |
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Net assets, end of period (in 000s) |
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$ |
857,041 |
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$ |
639,751 |
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|
$ |
603,249 |
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$ |
344,986 |
|
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$ |
260,619 |
|
Ratio of expenses before fees paid indirectly to
average net assets |
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|
1.63 |
% |
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|
1.74 |
% |
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|
1.82 |
% |
|
|
1.94 |
% |
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|
2.02 |
% |
Ratio of net expenses to average net assets |
|
|
1.59 |
%# |
|
|
1.68 |
%# |
|
|
1.77 |
%# |
|
|
1.70 |
%# |
|
|
2.02 |
%# |
Ratio of net investment loss to average net assets |
|
|
(0.28 |
)%# |
|
|
(0.50 |
)%# |
|
|
(0.02 |
)%# |
|
|
(0.05 |
)%# |
|
|
(1.11 |
)%# |
Portfolio turnover |
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|
217.86 |
% |
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|
216.29 |
% |
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|
180.42 |
% |
|
|
518.81 |
% |
|
|
515.76 |
% |
|
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|
~ |
|
Amount represents less than $0.01 per share. |
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The Adviser agreed to absorb other operating expenses to the extent necessary to ensure that the
total Fund operating expenses (other than interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed
the Funds operating expense cap for the first fifty-four months of its operations. For the period
July 1, 2002 through June 30, 2003, the Fund was reimbursed for expenses exceeding the 2.40%
expense cap after reduction of amounts received through commission recapture programs that were
applied to Fund expenses. |
|
# |
|
Such ratios are net of fees paid indirectly through a commission recapture program. |
6
Driehaus Emerging Markets Growth Fund Summary
Goal and Strategy
The Driehaus Emerging Markets Growth Fund seeks to maximize capital appreciation. To do so, the
Fund invests in the stocks of companies in emerging markets around the world. Under normal market
conditions, the Fund invests substantially all (no less than 65%) of its assets in emerging markets
companies. The Fund may invest in companies with limited operating histories.
The Fund uses a growth style of investment by investing in stocks which the Adviser believes have
some or all of the following characteristics:
|
|
|
Dominant products or market niches |
|
|
|
|
Improved sales outlook or opportunities |
|
|
|
|
Demonstrated sales growth and earnings |
|
|
|
|
Cost restructuring programs which are expected to positively affect company earnings |
|
|
|
|
Increased order backlogs, new product introductions, or industry developments which are
expected to positively affect company earnings |
The Adviser also considers macroeconomic information and technical information in evaluating stocks
and countries for investment.
Principal Risk Factors
It is possible to lose money by investing in the Fund. The Fund is subject to market risk, which is
the possibility that stock prices overall will decline over short or even long periods. Stock
markets tend to move in cycles, with periods of rising prices and periods of falling prices. These
fluctuations are expected to have a substantial influence on the value of the Funds shares. In
addition, this is an international fund and, therefore, all of the following risks of foreign
investment are present:
|
|
|
Less liquidity |
|
|
|
|
Greater volatility |
|
|
|
|
Political instability |
|
|
|
|
Restrictions on foreign investment and repatriation of capital |
|
|
|
|
Less complete and reliable information about foreign companies |
|
|
|
|
Reduced government supervision of some foreign securities markets |
|
|
|
|
Lower responsiveness of foreign management to shareholder concerns |
|
|
|
|
Economic issues or developments in foreign countries |
|
|
|
|
Fluctuation in exchange rates of foreign currencies and risks of devaluation |
|
|
|
|
Dependence of emerging market companies upon commodities which may be subject to economic
cycles |
|
|
|
|
Emerging market risk such as limited trading volume, expropriation, devaluation or other
adverse political or social developments |
Some emerging markets have experienced currency crises and there is some risk of future crises.
Past crises have caused some countries to institute currency reform measures which inhibit the free
flow of currency out of their country. The Fund invests in companies that are smaller, less
established, with less liquid markets for their stock and therefore may be riskier investments.
This is a nondiversified fund; compared to other funds, the Fund may invest a greater percentage of
assets in a particular issuer or a small number of issuers. As a consequence, the Fund may be
subject to greater risks and larger losses than diversified funds. In addition, from time to time
the Fund may have significant weightings in particular sectors, which may subject the Fund to
greater risks than less sector-concentrated funds.
The Fund is closed to new investors. For additional information, please see Shareholder
Information General Purchase Information.
7
Driehaus Emerging Markets Growth Fund
Performance
The Funds returns will vary, and you could lose money. The information below provides an
illustration of how the Funds performance has varied over time, and gives some indication of the
risks of an investment in the Fund by showing changes in the Funds performance from year-to-year
and by comparing the Funds average annual total returns with two broad measures of market
performance. The Funds past performance (before and after taxes) does not necessarily indicate how
it will perform in the future. During certain of these periods, fee waivers and/or expense
reimbursements were in effect; otherwise, the Funds returns would have been lower.
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using
the historical highest individual marginal federal income tax rates and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an investors tax situation and may
differ from those shown in the table. After-tax returns shown are not relevant to investors who
hold their shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
Annual Returns for the years ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
|
|
-12.70 |
% |
|
|
2003 |
|
|
|
65.50 |
% |
1999 |
|
|
114.16 |
% |
|
|
2004 |
|
|
|
24.12 |
% |
2000 |
|
|
-22.73 |
% |
|
|
2005 |
|
|
|
38.95 |
% |
2001 |
|
|
-1.98 |
% |
|
|
2006 |
|
|
|
41.22 |
% |
2002 |
|
|
-7.61 |
% |
|
|
2007 |
|
|
|
42.36 |
% |
During the periods shown in the bar chart, the highest return for a quarter was 62.86% (quarter
ended 12/31/99) and the lowest return for a quarter was -20.59% (quarter ended 9/30/98).
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns as of December 31, 2007 |
|
1 Year |
|
5 Years |
|
10 Years |
(data includes reinvestment of dividends) |
|
|
|
|
|
|
|
|
|
|
|
|
Driehaus Emerging Markets Growth Fund Return Before Taxes |
|
|
42.36 |
% |
|
|
41.83 |
% |
|
|
22.33 |
% |
Return After Taxes on Distributions |
|
|
34.50 |
% |
|
|
38.73 |
% |
|
|
20.71 |
% |
Return After Taxes on Distributions and Sale of Fund Shares |
|
|
30.17 |
% |
|
|
36.27 |
% |
|
|
19.57 |
% |
MSCI Emerging Markets Index*
| |
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes) |
|
|
39.78 |
% |
|
|
37.44 |
% |
|
|
14.52 |
% |
MSCI Emerging Markets Growth Index**
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses or taxes) |
|
|
36.96 |
% |
|
|
34.79 |
% |
|
|
13.56 |
% |
|
|
|
* |
|
The Morgan Stanley Capital International Emerging Markets Index (MSCI Emerging Markets Index)
is a market capitalization-weighted index designed to measure equity market performance in 25
global emerging markets. Data is in U.S. dollars. Source: Morgan Stanley Capital International
Inc. |
|
** |
|
The Morgan Stanley Capital International Emerging Markets Growth Index (MSCI Emerging Markets
Growth Index) is a subset of the MSCI Emerging Markets Index and includes only the MSCI Emerging
Markets Index stocks which are categorized as growth stocks. Data is in U.S. dollars. Source:
Morgan Stanley Capital International Inc. |
8
Driehaus Emerging Markets Growth Fund
Investor Expenses
Shareholder Fees. The Fund is a no-load investment, so you will not pay any shareholder fees (such
as sales loads) when you buy or sell shares of the Fund unless you sell your shares within 60 days
after purchase, as described in the table below. There is a $15 charge for payments of redemption
proceeds by wire (which may be waived for certain financial institutions; however, certain
financial institutions may charge an account-based service fee).
Annual Fund Operating Expenses are paid out of the Funds assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder servicing, accounting and other
services. You do not pay these fees directly; however, as the example shows, these costs are borne
indirectly by shareholders.
Fees and Expenses of the Fund. This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
|
|
|
|
|
Maximum Sales Charge Imposed on Purchases |
|
None |
Maximum Deferred Sales Charge |
|
None |
Maximum Sales Charge Imposed on Reinvested Dividends |
|
None |
Redemption Fee1 (as a % of amount redeemed) |
|
|
2.00 |
% |
Exchange Fee |
|
None |
|
|
|
|
|
Annual
Fund Operating Expenses (expenses that are deducted from Fund assets, expressed as a % of average
net assets) |
|
|
|
|
|
|
Management Fee |
|
|
1.50 |
% |
Other Expenses |
|
|
0.24 |
% |
|
|
|
|
|
Total Annual Fund Operating Expenses |
|
|
1.74 |
%2 |
|
|
|
|
|
|
|
|
1 |
|
The redemption fee is imposed on shares redeemed within 60 days of purchase. |
|
|
2 |
|
The Fund participates in a commission recapture program by directing certain portfolio
trades to brokers who have agreed to rebate to the Fund a portion of the commissions generated. For
the year ended December 31, 2007, these rebates were used to pay certain Fund expenses, which
ultimately reduced the Funds Total Annual Fund Operating Expenses to 1.69%. |
Example: This example is intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the Funds operating
expenses remain the same. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year |
|
3 Years |
|
5 Years |
|
10 Years |
$177
|
|
$ |
548 |
|
|
$ |
944 |
|
|
$ |
2,052 |
|
9
Financial Highlights Driehaus Emerging Markets Growth Fund
The financial highlights table is intended to help you understand the Funds financial performance
for the past five years. Certain information reflects financial results for a single Fund share.
The total returns in the table represent the rate that an investor would have earned (or lost) on
an investment in the Fund (assuming reinvestment of all dividends and distributions). The
information for the five years ended December 31, 2007 has been
audited by
[ ] whose
report, along with the Funds financial statements, is included in the annual report, which is
available, without charge, upon request.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year |
|
|
For the year |
|
|
For the year |
|
|
For the year |
|
|
For the year |
|
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Net asset value, beginning of period |
|
$ |
39.09 |
|
|
$ |
28.29 |
|
|
$ |
23.00 |
|
|
$ |
20.29 |
|
|
$ |
12.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) |
|
|
(0.09 |
) |
|
|
(0.07 |
) |
|
|
0.04 |
|
|
|
(0.01 |
) |
|
|
0.00 |
|
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions |
|
|
16.00 |
|
|
|
11.68 |
|
|
|
8.83 |
|
|
|
4.75 |
|
|
|
8.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations |
|
|
15.91 |
|
|
|
11.61 |
|
|
|
8.87 |
|
|
|
4.74 |
|
|
|
8.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
|
|
|
|
|
|
|
|
|
(0.08 |
) |
|
|
(0.04 |
) |
|
|
|
|
Distributions from capital gains |
|
|
(11.56 |
) |
|
|
(0.84 |
) |
|
|
(3.51 |
) |
|
|
(2.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions |
|
|
(11.56 |
) |
|
|
(0.84 |
) |
|
|
(3.59 |
) |
|
|
(2.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption fees added to paid-in capital |
|
|
0.01 |
|
|
|
0.03 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.00 |
~ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$ |
43.45 |
|
|
$ |
39.09 |
|
|
$ |
28.29 |
|
|
$ |
23.00 |
|
|
$ |
20.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return |
|
|
42.36 |
% |
|
|
41.22 |
% |
|
|
38.95 |
% |
|
|
24.12 |
% |
|
|
65.50 |
% |
RATIOS/SUPPLEMENTAL DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in 000s) |
|
$ |
958,230 |
|
|
$ |
788,791 |
|
|
$ |
241,587 |
|
|
$ |
143,480 |
|
|
$ |
99,986 |
|
Ratio of expenses before fees paid
indirectly to average net assets |
|
|
1.74 |
% |
|
|
1.83 |
% |
|
|
2.07 |
% |
|
|
2.23 |
% |
|
|
2.35 |
% |
Ratio of net expenses to average net assets |
|
|
1.69 |
%# |
|
|
1.78 |
%# |
|
|
2.01 |
%# |
|
|
2.03 |
%# |
|
|
2.34 |
%# |
|
Ratio of net investment income (loss) to
average net assets |
|
|
(0.22 |
)%# |
|
|
(0.32 |
)%# |
|
|
(0.02 |
)%# |
|
|
(0.29 |
)%# |
|
|
0.04 |
%# |
Portfolio turnover |
|
|
165.07 |
% |
|
|
181.01 |
% |
|
|
349.69 |
% |
|
|
356.90 |
% |
|
|
432.47 |
% |
|
|
|
~ |
|
Amount represents less than $0.01 per share. |
|
|
|
The Adviser agreed to absorb other operating expenses to the extent necessary to ensure that the
total Fund operating expenses (other than interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed
the Funds operating expense cap for the first sixty-six months of its operations. For the period
July 1, 2002 through June 30, 2003, the Fund was reimbursed for expenses exceeding the 2.50%
expense cap after reduction of amounts received through commission recapture programs that were
applied to Fund expenses. |
|
# |
|
Such ratios are net of fees paid indirectly through a commission recapture program. |
10
Driehaus International Equity Yield Fund Summary
Goal and Strategy
The Driehaus International Equity Yield Fund seeks to maximize capital appreciation. There are no
restrictions on the capitalization of companies whose securities the Fund may buy. The Fund
generally invests a substantial portion of its assets in the stocks of small- to mid-size foreign
companies; however, the Adviser may shift the Funds focus toward large cap foreign stocks when
market conditions suggest that doing so will help the Fund achieve its objective. Under normal
market conditions, the Fund invests substantially all (no less than 65%) of its assets in at least
three different countries other than the United States. The Fund may invest a substantial portion
of its assets in emerging markets from time to time. The Fund may invest in companies with limited
operating histories.
The Fund uses a growth style of investment by investing in stocks which the Adviser believes have
some or all of the following characteristics:
|
|
|
Dominant products or market niches |
|
|
|
|
Improved sales outlook or opportunities |
|
|
|
|
Demonstrated sales growth and earnings |
|
|
|
|
Cost restructuring programs which are expected to positively affect company earnings |
|
|
|
|
Increased order backlogs, new product introductions, or industry developments which are
expected to positively affect company earnings |
The Adviser also considers macroeconomic information and technical information in evaluating stocks
and countries for investment.
Principal Risk Factors
It is possible to lose money by investing in the Fund. The Fund is subject to market risk, which is
the possibility that stock prices overall will decline over short or even long periods. Stock
markets tend to move in cycles, with periods of rising prices and periods of falling prices. These
fluctuations are expected to have a substantial influence on the value of the Funds shares. In
addition, this is an international fund and, therefore, all of the following risks of foreign
investment are present:
|
|
|
Less liquidity |
|
|
|
|
Greater volatility |
|
|
|
|
Political instability |
|
|
|
|
Restrictions on foreign investment and repatriation of capital |
|
|
|
|
Less complete and reliable information about foreign companies |
|
|
|
|
Reduced government supervision of some foreign securities markets |
|
|
|
|
Lower responsiveness of foreign management to shareholder concerns |
|
|
|
|
Economic issues or developments in foreign countries |
|
|
|
|
Fluctuation in exchange rates of foreign currencies and risks of devaluation |
|
|
|
|
Emerging market risk such as limited trading volume, expropriation, devaluation or other
adverse political or social developments |
Some emerging markets have experienced currency crises, and there is some risk of future crises.
Past crises have caused some countries to institute currency reform measures which inhibit the free
flow of currency out of their country. The Fund may invest in companies that are less established,
with less liquid markets for their stock, and therefore may be riskier investments.
This is a nondiversified fund; compared to other funds, the Fund may invest a greater percentage of
assets in a particular issuer or a small number of issuers. As a consequence, the Fund may be
subject to greater risks and larger losses than diversified funds. In addition, from time to time
the Fund may have significant weightings in particular sectors, which may subject the Fund to
greater risks than less sector-concentrated funds.
11
Driehaus International Equity Yield Fund
Performance
The Driehaus International Equity Yield Fund does not have a full calendar year of operations as
of the date of this Prospectus; therefore, there is no performance information provided.
12
Driehaus International Equity Yield Fund
Investor Expenses
Shareholder Fees. The Fund is a no-load investment, so you will not pay any shareholder fees (such
as sales loads) when you buy or sell shares of the Fund unless you sell your shares within 60 days
after purchase, as described in the table below. There is a $15 charge for payments of redemption
proceeds by wire (which may be waived for certain financial institutions; however, certain
financial institutions may charge an account-based service fee).
Annual Fund Operating Expenses are paid out of the Funds assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder servicing, accounting and other
services. You do not pay these fees directly; however, as the example shows, these costs are borne
indirectly by shareholders.
Fees and Expenses of the Fund. This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your investment)
|
|
|
|
|
Maximum Sales Charge Imposed on Purchases |
|
None |
Maximum Deferred Sales Charge |
|
None |
Maximum Sales Charge Imposed on Reinvested Dividends |
|
None |
Redemption Fee1 (as a % of amount redeemed) |
|
|
2.00 |
% |
Exchange Fee |
|
None |
Annual Fund Operating Expenses (expenses that are deducted from Fund assets, expressed as a % of average net assets)
|
|
|
|
|
|
Management Fee |
|
|
1.50 |
% |
Other Expenses |
|
|
0.47 |
% |
|
|
|
|
|
Total Annual Fund Operating Expenses2 |
|
|
1.97 |
% |
Less Expense Reimbursement3 |
|
|
( 0.22 |
)% |
|
|
|
|
|
Net Annual Fund Operating Expenses |
|
|
1.75 |
% |
|
|
|
|
|
|
|
|
1 |
|
The redemption fee is imposed on shares redeemed within 60 days of purchase. |
|
|
2 |
|
The Fund participates in a commission recapture program by directing certain portfolio
trades to brokers who have agreed to rebate to the Fund a portion of the commissions generated.
For the period ended December 31, 2007, these rebates were used to pay certain Fund expenses, which
together with the expense cap, ultimately reduced the Funds Total Annual Fund Operating Expenses
to 1.83%. |
|
3 |
|
The Adviser has entered into an agreement to cap the Funds operating expenses at
1.75% of average daily net assets until March 31, 2010. For a period of three years subsequent to
the Funds commencement of operations, the Adviser is entitled to reimbursement for previously
waived fees and reimbursed expenses to the extent that the Funds expense ratio remains below the
operating expense cap. The Advisers expense reimbursement level, which affects the net expense
ratio, changed from 2.00% to 1.75% on July 24, 2007. |
Example: This example is intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the Funds operating
expenses remain the same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year |
|
3 Years |
|
5 Years |
|
10 Years |
$178
|
|
$ |
597 |
|
|
$ |
1,042 |
|
|
$ |
2,278 |
|
13
Financial Highlights Driehaus International Equity Yield Fund
The financial highlights table is intended to help you understand the Funds financial performance
since inception. Certain information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and distributions). The information
for the period ended December 31, 2007 has been audited by [___] whose report, along with
the Funds financial statements, is included in the annual report, which is available, without
charge, upon request.
|
|
|
|
|
|
|
For the period |
|
|
|
April 2, 2007 |
|
|
|
through |
|
|
|
December 31, 2007 |
|
Net asset value, beginning of period |
|
$ |
10.00 |
|
|
|
|
|
INCOME FROM INVESTMENT OPERATIONS: |
|
|
|
|
Net investment income |
|
|
0.17 |
|
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
|
|
2.68 |
|
|
|
|
|
Total income from investment operations |
|
|
2.85 |
|
|
|
|
|
LESS DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
|
(0.41 |
) |
Distributions from capital gains |
|
|
(3.84 |
) |
|
|
|
|
Total distributions |
|
|
(4.25 |
) |
|
|
|
|
Redemption fees added to paid-in capital |
|
|
0.00 |
~ |
|
|
|
|
Net asset value, end of period |
|
$ |
8.60 |
|
|
|
|
|
Total Return |
|
|
30.78 |
%** |
RATIOS/SUPPLEMENTAL DATA |
|
|
|
|
Net assets, end of period (in 000s) |
|
$ |
76,656 |
|
Ratio of expenses before fees paid indirectly to average net assets |
|
|
1.97 |
%* |
Ratio of net expenses to average net assets |
|
|
1.83 |
%*# |
Ratio of net investment income to average net assets |
|
|
0.02 |
%*# |
Portfolio turnover |
|
|
208.49 |
%** |
|
|
|
* |
|
Annualized. |
|
** |
|
Not Annualized. |
|
~ |
|
Amount represents less than $0.01 per share. |
|
|
|
The Adviser agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary
to ensure that the total Fund operating expenses (other than interest, taxes, brokerage commissions and other
portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed the Funds
annual operating expense cap of 1.75% of average daily net assets until March 31, 2010. Fund expenses were
reimbursed for expenses exceeding the 1.75% expense cap after reduction of amounts received through commission
recapture programs that were applied to Fund expenses. The Advisers expense reimbursement level, which affects
the net expense ratio, changed from 2.00% to 1.75% on August 1, 2007. |
|
# |
|
Such ratios are net of fees paid indirectly through a commission recapture program. |
14
Driehaus International Small Cap Growth Fund Summary
Goal and Strategy
The Driehaus International Small Cap Growth Fund seeks to maximize capital appreciation. The Fund
invests primarily in equity securities of smaller capitalization non-U.S. companies exhibiting
strong growth characteristics. Under normal market conditions, the Fund invests at least 80% of its
net assets in the equity securities of non-U.S. small cap companies, which the Adviser currently
considers to be companies whose market capitalization is less than $2.5 billion at the time of
investment. The Fund seeks to be opportunistic in pursuing companies that meet its criteria
regardless of geographic location and, therefore, at certain times, the Fund could have sizeable
positions in either developed countries or emerging markets. In addition, while the Fund will
invest primarily in the equity securities of non-U.S. companies, the Fund may also from time to
time invest up to a maximum of 20% of its assets in the equity securities of U.S. companies. The
Fund may invest in companies with limited operating histories.
The Fund uses a growth style of investment by investing in stocks which the Adviser believes have
some or all of the following characteristics:
|
|
|
Dominant products or market niches |
|
|
|
|
Improved sales outlook or opportunities |
|
|
|
|
Demonstrated sales and earnings growth |
|
|
|
|
Cost restructuring programs which are expected to positively affect company earnings |
|
|
|
|
Increased order backlogs, new product introductions, or industry developments which are
expected to positively affect company earnings |
The Adviser also considers macroeconomic information and technical information in evaluating
stocks and countries for investment.
Principal Risk Factors
It is possible to lose money by investing in the Fund. The Fund is subject to market risk, which is
the possibility that stock prices overall will decline over short or even long periods. Stock
markets tend to move in cycles, with periods of rising prices and periods of falling prices. These
fluctuations are expected to have a substantial influence on the value of the Funds shares. In
addition, this is an international fund and, therefore, all of the following risks of foreign
investment are present:
|
|
|
Less liquidity |
|
|
|
|
Greater volatility |
|
|
|
|
Political instability |
|
|
|
|
Restrictions on foreign investment and repatriation of capital |
|
|
|
|
Less complete and reliable information about foreign companies |
|
|
|
|
Reduced government supervision of some foreign securities markets |
|
|
|
|
Lower responsiveness of foreign management to shareholder concerns |
|
|
|
|
Economic issues or developments in foreign countries |
|
|
|
|
Fluctuation in exchange rates of foreign currencies and risks of devaluation |
|
|
|
|
Emerging market risk such as limited trading volume, expropriation, devaluation or
other adverse political or social developments |
Prospective investors should note that the Funds investment in smaller capitalization securities
could be highly speculative and involve considerable risk. At times the prices of stocks of
smaller capitalization companies as a group have significantly underperformed those of larger
companies.
Some emerging markets have experienced currency crises, and there is some risk of future crises.
Past crises have caused some countries to institute currency reform measures which inhibit the free
flow of currency out of their country. The Fund may invest in companies that are less established,
with less liquid markets for their stock, and therefore may be riskier investments.
This is a nondiversified fund; compared to other funds, the Fund may invest a greater percentage of
assets in a particular issuer or a small number of issuers. As a consequence, the Fund may be
subject to greater risks and larger losses than diversified funds. In addition, from time to time
the Fund may have significant weightings in particular sectors, which may subject the Fund to
greater risks than less sector-concentrated funds.
15
Driehaus International Small Cap Growth Fund
Performance
The Funds returns will vary, and you could lose money. The information below provides an
illustration of how the Funds performance has varied over time, and gives some indication of the
risks of an investment in the Fund by showing changes in the Funds performance from year-to-year
and by comparing the Funds average annual total returns with two broad measures of market
performance. The Funds past performance (before and after taxes) does not necessarily indicate how
it will perform in the future. During certain of these periods, fee waivers and/or expense
reimbursements were in effect; otherwise, the Funds returns would have been lower.
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using
the historical highest individual marginal federal income tax rates and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an investors tax situation and may
differ from those shown in the table. After-tax returns shown are not relevant to investors who
hold their shares through tax-deferred arrangements, such as 401(k) plans or IRAs.
Annual Returns for the years ended December 31*
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
100.06% |
|
2007 |
|
48.55% |
2004 |
|
|
25.23 |
% |
|
|
|
|
|
|
|
|
2005 |
|
|
36.28 |
% |
|
|
|
|
|
|
|
|
2006 |
|
|
33.78 |
% |
|
|
|
|
|
|
|
|
During the periods shown in the bar chart, the highest return for a quarter was 32.23% (quarter
ended 6/30/03) and the lowest return for a quarter was -6.31% (quarter ended 6/30/06).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Including Predecessor |
|
|
Fund Only |
|
Limited Partnership Performance* |
|
|
Since |
|
|
|
|
|
|
|
|
|
Since |
|
|
Inception |
|
|
|
|
|
|
|
|
|
Inception |
|
|
(9/17/07- |
|
|
|
|
|
|
|
|
|
(8/01/02 - |
Average Annual Total Returns as of December 31, 2007 |
|
12/31/07) |
|
1 Year |
|
5 Years |
|
12/31/07) |
(data includes reinvestment of dividends) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Driehaus International Small Cap Growth Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return Before Taxes |
|
|
18.88 |
% |
|
|
48.55 |
% |
|
|
46.66 |
% |
|
|
38.86 |
% |
Return After Taxes on Distributions |
|
|
[ ] |
% |
|
|
N/A |
** |
|
|
N/A |
** |
|
|
N/A |
** |
Return After Taxes on Distributions and Sale of Fund
Shares |
|
|
[ ] |
% |
|
|
N/A |
** |
|
|
N/A |
** |
|
|
N/A |
** |
MSCI World exUSA Small Cap Index***
|
|
|
|
|
|
|
|
|
|
|
|
|
(reflects no deduction for fees, expenses, or taxes) |
|
|
-1.42 |
% |
|
|
3.65 |
% |
|
|
26.88 |
% |
|
|
22.56 |
% |
|
|
|
* |
|
The Funds performance shown above includes the performance of the Driehaus International
Opportunities Fund, L.P. (the Limited Partnership), the Funds predecessor, for the periods
before the Funds registration statement became effective. The Limited Partnership was managed
with substantially the same investment objective, policies and philosophies as are followed by the
Fund. The Limited Partnership was established on August 1, 2002 and the Fund succeeded to the
Limited Partnerships assets on September 17, 2007. The Limited Partnership was not registered
under the Investment Company Act of 1940, as amended (1940 Act), and thus was not subject to
certain investment and operational restrictions that are imposed by the 1940 Act. If the Limited
Partnership had been registered under the 1940 Act, its performance may have been adversely
affected. The Limited Partnerships performance has been restated to reflect estimated expenses of
the Fund. |
|
** |
|
After-tax performance returns are not included for the predecessor Limited Partnership. The
Limited Partnership was not a regulated investment company and therefore did not distribute current
or accumulated earnings and profits. |
16
|
|
|
*** |
|
The Morgan Stanley Capital International World ex-USA Small Cap Index (MSCI World ex-USA Small
Cap Index) is a free-float adjusted market capitalization-weighted index designed to measure equity
market performance in the global developed and emerging markets. It is a subset of the Morgan
Stanley Capital International All Country World Index (MSCI AC World Index) and is composed of only
those MSCI AC World Index stocks which are categorized as small cap stocks. Data is in U.S.
dollars. Source: Morgan Stanley Capital International, Inc. |
17
Driehaus International Small Cap Growth Fund
Investor Expenses
Shareholder Fees. The Fund is a no-load investment, so you will not pay any shareholder fees (such
as sales loads) when you buy or sell shares of the Fund unless you sell your shares within 60 days
after purchase, as described in the table below. There is a $15 charge for payments of redemption
proceeds by wire (which may be waived for certain financial institutions; however, certain
financial institutions may charge an account-based service fee).
Annual Fund Operating Expenses are paid out of the Funds assets and include fees for portfolio
management, maintenance of shareholder accounts, shareholder servicing, accounting and other
services. You do not pay these fees directly; however, as the example shows, these costs are borne
indirectly by shareholders.
Fees and Expenses of the Fund. This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.
|
|
|
|
|
Shareholder Fees (fees paid directly from your investment) |
|
|
|
|
|
Maximum Sales Charge Imposed on Purchases |
|
None | |
Maximum Deferred Sales Charge |
|
None | |
Maximum Sales Charge Imposed on Reinvested Dividends |
|
None | |
Redemption Fee1 (as a % of amount redeemed) |
|
|
2.00 |
% |
Exchange Fee |
|
None | |
|
Annual
Fund Operating Expenses (expenses that are deducted from Fund assets, expressed as a % of average net assets) |
|
|
|
|
|
Management Fee |
|
|
1.50 |
% |
Other Expenses2 |
|
|
0.44 |
% |
|
|
|
|
Total Annual Fund Operating Expenses2, 3 |
|
|
1.94 |
% |
|
|
|
|
|
|
|
1 |
|
The redemption fee is imposed on shares redeemed within 60 days of purchase. |
|
2 |
|
The Fund participates in a commission recapture program by directing certain
portfolio trades to brokers who have agreed to rebate to the Fund a portion of the commissions
generated. For the period ended December 31, 2007, these rebates were used to pay certain
Fund expenses, which together with the expense cap, ultimately reduced the Funds Total
Annual Fund Operating Expenses to 1.90%. |
|
3 |
|
The Adviser has entered into an agreement to cap the Funds operating expenses at
2.00% of average daily net assets until September 16, 2010. For a period of three years
subsequent to the Funds commencement of operations, the Adviser is entitled to reimbursement
for previously waived fees and reimbursed expenses to the extent that the Funds expense ratio
remains below the operating expense cap. |
Example: This example is intended to help you compare the cost of investing in the Fund with the
cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the Funds operating
expenses remain the same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:
18
Financial Highlights Driehaus International Small Cap Growth Fund
The financial highlights table is intended to help you understand the Funds financial performance
since inception. Certain information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and distributions). The information
for the period ended December 31, 2007 has been audited by [___], whose report, along with
the Funds financial statements, is included in the annual report, which is available, without
charge, upon request.
|
|
|
|
|
|
|
For the period |
|
|
September 17, 2007 |
|
|
through |
|
|
December 31, 2007 |
Net asset value, beginning of period |
|
|
$ 10.00 |
|
|
|
|
|
|
INCOME FROM INVESTMENT OPERATIONS: |
|
|
|
|
Net investment income |
|
|
(0.02 |
) |
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
|
|
1.84 |
|
|
|
|
|
|
Total income from investment operations |
|
|
1.82 |
|
|
|
|
|
|
LESS DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
|
(0.10 |
) |
Distributions from capital gains |
|
|
(0.61 |
) |
|
|
|
|
|
Total distributions |
|
|
(0.71 |
) |
|
|
|
|
|
Redemption fees added to paid-in capital |
|
|
0.03 |
|
|
|
|
|
|
Net asset value, end of period |
|
|
$ 11.14 |
|
|
|
|
|
|
Total Return |
|
|
18.88 |
%** |
RATIOS/SUPPLEMENTAL DATA |
|
|
|
|
Net assets, end of period (in 000s) |
|
|
$ 143,364 |
|
Ratio of expenses before fees paid indirectly to average net assets |
|
|
1.94 |
%* |
Ratio of net expenses to average net assets |
|
|
1.90 |
%*# |
Ratio of net investment loss to average net assets |
|
|
(0.83 |
)%*# |
Portfolio turnover |
|
|
100.45 |
%** |
|
|
|
* |
|
Annualized. |
|
** |
|
Not Annualized. |
|
|
|
The Adviser agreed to waive its investment advisory fee or absorb other operating expenses to the extent
necessary to ensure that the total Fund operating expenses (other than interest, taxes, brokerage commissions and
other portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed the
Funds annual operating expense cap of 2.00% of average daily net assets until September 16, 2010. Fund expenses
were reimbursed for expenses exceeding the 2.00% expense cap after reduction of amounts received through
commission recapture programs that were applied to Fund expenses. |
|
# |
|
Such ratios are net of fees paid indirectly through a commission recapture program. |
19
The Funds
The Funds are each a series of the Driehaus Mutual Funds (the Trust), an open-end management
investment company. Driehaus Capital Management LLC (the Adviser) provides management and
investment advisory services to the Funds. Prospective investors should consider an investment in a
Fund as a long-term investment. There is no assurance that a Fund will meet its investment
objective.
Investment Philosophy
In addition to the factors noted in the Overview, the Adviser considers numerous criteria in
evaluating countries for investment and in determining country and regional weightings. Such
criteria include the current and prospective growth rates of various economies, interest rate
trends, inflation rates, trade balances and currency trends. The Adviser also reviews technical
information on stock markets. The analysis may also involve considerations specific to a certain
country or region of the world.
Investment Objectives and Principal Investment Strategies
Driehaus International Discovery Fund. The investment objective of the Driehaus International
Discovery Fund is to maximize capital appreciation. There are no restrictions on the capitalization
of companies whose securities the Fund may buy. The Fund generally invests a substantial portion of
its assets in the stocks of small to mid-size foreign companies; however, the Adviser may shift the
Funds focus toward large cap foreign stocks when market conditions suggest that doing so will help
the Fund achieve its objective, which may be for extended periods of time. There is no maximum
limitation on the number of countries in which the Adviser can invest at a given time. There are
also no specific limitations on the percentage of assets that may be invested in securities of
issuers located in any one country at a given time. The Fund is a nondiversified fund. Current
dividend income is not an investment consideration, and dividend income is incidental to the Funds
overall investment objective. The Fund may also invest in securities of issuers with limited
operating histories.
The securities markets of many developing economies are sometimes referred to as emerging
markets. Although the amount of the Funds assets invested in emerging markets will vary over
time, it is expected that a substantial portion of the Funds assets will be invested in emerging
markets. Currently, emerging markets generally include every country in the world other than the
United States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most Western
European countries. The Fund is not limited to a specific percentage of assets that may be invested
in a single emerging market country (although at all times the Fund must be invested in the assets
of at least three countries).
Equity securities include common and preferred stock, bearer and registered shares, savings shares,
warrants or rights or options that are convertible into common stock, debt securities that are
convertible into common stock, depositary receipts for those securities, and other classes of stock
that may exist. The Fund may purchase foreign securities in the form of sponsored or unsponsored
depositary receipts or other securities representing underlying shares of foreign issuers. The Fund
may purchase depositary receipts, rather than invest directly in the underlying shares of a foreign
issuer, for liquidity, timing or transaction cost reasons. The Fund may also invest in domestic and
foreign investment companies which, in turn, invest primarily in securities which the Fund could
hold directly.
The Adviser generally intends to remain fully invested. However, as a temporary defensive measure,
the Fund may hold some or all of its assets in cash or cash equivalents in domestic and foreign
currencies, invest in domestic and foreign money market securities (including repurchase
agreements), purchase short-term debt securities of U.S. or foreign government or corporate
issuers, or invest in money market funds which purchase one or more of the foregoing. The Fund may
also purchase such securities if the Adviser believes they may be necessary to meet the Funds
liquidity needs. During periods of time when the Fund is invested defensively, the Fund may not
achieve its investment objective.
Driehaus Emerging Markets Growth Fund. The investment objective of the Driehaus Emerging Markets
Growth Fund is to maximize capital appreciation. The Fund pursues its objective by investing
primarily in the equity securities of emerging market companies. Emerging market companies are (i)
companies organized under the laws of an emerging market country or having securities which are
traded principally on an exchange or over-the-counter in an emerging market country; or (ii)
companies which, regardless of where organized or traded, have a significant amount of assets
located in and/or derive a significant amount of their revenues from goods purchased or sold,
investments made or services performed in or with emerging market countries. Currently, emerging
markets include every country in the world other than the United States, Canada, Japan, Australia,
New Zealand, Hong Kong, Singapore and most Western European countries. Under normal market
conditions, at least 65% of the Funds total assets will be invested in the equity securities of
emerging markets companies. There are also no specific limitations on the percentage of assets that
may be
20
invested in securities of issuers located in any one country at a given time; the Fund may invest
significant assets in any single emerging market country. The Fund is a nondiversified fund.
Current dividend income is not an investment consideration and dividend income is incidental to the
Funds overall investment objective. The Fund may also invest in securities of issuers that have
limited operating histories.
Equity securities include common and preferred stock, bearer and registered shares, savings shares,
warrants or rights or options that are convertible into common stock, debt securities that are
convertible into common stock, depositary receipts for those securities, and other classes of stock
that may exist. The Fund may purchase foreign securities in the form of sponsored or unsponsored
depositary receipts or other securities representing underlying shares of foreign issuers. The Fund
may purchase depositary receipts, rather than invest directly in the underlying shares of a foreign
issuer, for liquidity, timing or transaction cost reasons. The Fund may also invest in domestic and
foreign investment companies which, in turn, invest primarily in securities which the Fund could
hold directly.
The Adviser generally intends to remain fully invested. However, as a temporary defensive measure,
the Fund may hold some or all of its assets in cash or cash equivalents in domestic and foreign
currencies, invest in domestic and foreign money market securities (including repurchase
agreements), purchase short-term debt securities of U.S. or foreign government or corporate
issuers, or invest in money market funds which purchase one or more of the foregoing. The Fund may
also purchase such securities if the Adviser believes they may be necessary to meet the Funds
liquidity needs. During periods of time when the Fund is not fully invested, the Fund may not
achieve its investment objective.
Driehaus International Equity Yield Fund. The investment objective of the Driehaus International
Equity Yield Fund is to maximize capital appreciation. There are no restrictions on the
capitalization of companies whose securities the Fund may buy. The Fund generally invests a
substantial portion of its assets in the stocks of small- to mid-size foreign companies; however,
the Adviser may shift the Funds focus toward large cap foreign stocks when market conditions
suggest that doing so will help the Fund achieve its objective, which may be for extended periods
of time. There is no maximum limitation on the number of countries in which the Adviser can invest
at a given time. There are also no specific limitations on the percentage of assets that may be
invested in securities of issuers located in any one country at a given time. The Fund is a
nondiversified fund. Current dividend income is not an investment consideration, and dividend
income is incidental to the Funds overall investment objective. The Fund may also invest in
securities of issuers with limited operating histories.
The securities markets of many developing economies are sometimes referred to as emerging
markets. The amount of the Funds assets invested in emerging markets will vary over time and
could be substantial. Currently, emerging markets generally include every country in the world
other than the United States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most
Western European countries. The Fund is not limited to a specific percentage of assets that may be
invested in a single emerging market country, although at all times the Fund must be invested in at
least three countries.
Equity securities include common and preferred stock, bearer and registered shares, savings shares,
warrants or rights or options that are convertible into common stock, debt securities that are
convertible into common stock, depositary receipts for those securities, and other classes of stock
that may exist. The Fund may purchase foreign securities in the form of sponsored or un-sponsored
depositary receipts or other securities representing underlying shares of foreign issuers. The Fund
may purchase depositary receipts, rather than invest directly in the underlying shares of a foreign
issuer, for liquidity, timing or transaction cost reasons. The Fund may also invest in domestic and
foreign investment companies which, in turn, invest primarily in securities which the Fund could
hold directly.
The Adviser generally intends to remain fully invested. However, as a temporary defensive measure,
the Fund may hold some or all of its assets in cash or cash equivalents in domestic and foreign
currencies, invest in domestic and foreign money market securities (including repurchase
agreements), purchase short-term debt securities of U.S. or foreign government or corporate
issuers, or invest in money market funds which purchase one or more of the foregoing. The Fund may
also purchase such securities if the Adviser believes they may be necessary to meet the Funds
liquidity needs. During periods of time when the Fund is invested defensively, the Fund may not
achieve its investment objective.
Driehaus International Small Cap Growth Fund. The investment objective of the Driehaus
International Small Cap Growth Fund is to maximize capital appreciation. The Fund invests
primarily in equity securities of smaller capitalization non-U.S. companies exhibiting strong
growth characteristics. Under normal market conditions, the Fund invests at least 80% of its net
assets in the equity securities of non-U.S. small cap companies, which the Adviser currently
considers to be companies whose market capitalization is less than $2.5 billion at the time of
investment. In some countries, a small company by U.S. standards might rank among the largest in
that country in terms of capitalization. The capitalization parameter is subject to change as the
relative market capitalization of small cap issuers change over time. There is no maximum limit on
the number of companies in which the Adviser can invest at a given time. There is no specific
21
limitation on the percentages of assets that may be invested in securities of issuers located in
any one country at any given time. The Fund is a nondiversified fund. At certain times, the Fund
could have sizeable positions in either developed countries or emerging markets. In addition,
while the Fund will invest primarily in the equity securities of non-U.S. companies, the Fund may
also from time to time invest up to a maximum of 20% of its assets in the equity securities of U.S.
companies. Many, but not all, of these companies will be U.S. companies that have a significant
amount of assets located in and/or derive a significant amount of their revenue from goods
purchased or sold, investments made, or services performed in or with non-U.S. countries. The Fund
may also invest in securities of issuers with limited operating histories.
The securities markets of many developing economies are sometimes referred to as emerging
markets. The amount of the Funds assets invested in emerging markets will vary over time and
could be substantial. Currently, emerging markets generally include every country in the world
other than the United States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most
Western European countries. The Fund is not limited to a specific percentage of assets that may be
invested in a single emerging market country, although at all times the Fund must be invested in at
least three countries (not limited to emerging markets countries).
Equity securities include common and preferred stock, bearer and registered shares, savings shares,
warrants or rights or options that are convertible into common stock, debt securities that are
convertible into common stock, depositary receipts for those securities, and other classes of stock
that may exist. The Fund may purchase foreign securities in the form of sponsored or un-sponsored
depositary receipts or other securities representing underlying shares of foreign issuers. The Fund
may purchase depositary receipts, rather than invest directly in the underlying shares of a foreign
issuer, for liquidity, timing or transaction cost reasons. The Fund may also invest in domestic and
foreign investment companies which, in turn, invest primarily in securities which the Fund could
hold directly.
The Adviser generally intends to remain fully invested. However, as a temporary defensive measure,
the Fund may hold some or all of its assets in cash or cash equivalents in domestic and foreign
currencies, invest in domestic and foreign money market securities (including repurchase
agreements), purchase short-term debt securities of U.S. or foreign government or corporate
issuers, or invest in money market funds which purchase one or more of the foregoing. The Fund may
also purchase such securities if the Adviser believes they may be necessary to meet the Funds
liquidity needs. During periods of time when the Fund is invested defensively, the Fund may not
achieve its investment objective.
Related Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all
investors. EACH FUND IS INTENDED FOR LONG-TERM INVESTORS WHO CAN ACCEPT THE RISKS INVOLVED IN
INVESTING IN FOREIGN SECURITIES. Of course, there can be no assurance that a Fund will achieve its
objective. In addition to the principal risk factors identified earlier in this Prospectus, the
Funds are subject to the following risks:
Foreign Securities and Currencies. Each Fund may invest in foreign securities. Investing outside
the U.S. involves different opportunities and different risks than domestic investments. The
Adviser believes that it may be possible to obtain significant returns from a Funds portfolio of
foreign investments and to achieve increased diversification in comparison to a personal investment
portfolio invested solely in U.S. securities. An investor may gain increased diversification by
adding securities from various foreign countries (i) which offer different investment
opportunities, (ii) that generally are affected by different economic trends, and (iii) whose stock
markets do not generally move in a manner parallel to U.S. markets. At the same time, these
opportunities and trends involve risks that may not be encountered in U.S. investments.
Investors should understand and consider carefully the greater risks involved in foreign investing.
Investing in foreign securities positions which are generally denominated in foreign currencies
and utilization of forward foreign currency exchange contracts involve certain considerations
comprising both risks and opportunities not typically associated with investing in U.S. securities.
These considerations include: fluctuations in exchange rates of foreign currencies; possible
imposition of exchange control regulations or currency restrictions that would prevent cash from
being brought back to the U.S.; less public information with respect to issuers of securities; less
government supervision of stock exchanges, securities brokers, and issuers of securities; lack of
uniform accounting, auditing and financial reporting standards; lack of uniform settlement periods
and trading practices; less liquidity and frequently greater price volatility in foreign markets
than in the U.S.; possible imposition of foreign taxes; possible investment in the securities of
companies in developing as well as developed countries; the possibility of expropriation or
confiscatory taxation, seizure or nationalization of foreign bank deposits or other assets,
establishment of exchange controls, the adoption of foreign government restrictions and other
adverse political, social or diplomatic developments that could affect investment in these nations;
sometimes less advantageous legal, operational and financial protections applicable to foreign
subcustodial arrangements; and the historical lower level of responsiveness of foreign management
to shareholder concerns (such as dividends and return on investment).
22
To the extent portfolio securities are issued by foreign issuers or denominated in foreign
currencies, a Funds investment performance is affected by the strength or weakness of the U.S.
dollar against these currencies. For example, if the dollar falls relative to the Japanese yen, the
dollar value of a yen-denominated stock held in the portfolio will rise even though the price of
the stock remains unchanged. Conversely, if the dollar rises in value relative to the yen, the
dollar value of the yen-denominated stock will fall.
Emerging Market Risks. The Driehaus Emerging Markets Growth Fund invests primarily in emerging
markets. The Driehaus International Discovery Fund, Driehaus International Equity Yield Fund and
Driehaus International Small Cap Growth Fund may also invest a substantial portion of their assets
in emerging market securities. The risks described above for foreign securities, including the
risks of nationalization and expropriation of assets, are typically increased to the extent that a
Fund invests in issuers located in less developed and developing nations. These securities markets
are sometimes referred to as emerging markets. Investments in securities of issuers located in
such countries are speculative and subject to certain special risks. The political and economic
structures in many of these countries may be in their infancy and developing rapidly, and such
countries may lack the social, political and economic characteristics of more developed countries.
Certain of these countries have in the past failed to recognize private property rights and have at
times nationalized and expropriated the assets of private companies. Some countries have inhibited
the conversion of their currency to another. The currencies of certain emerging market countries
have experienced devaluation relative to the U.S. dollar, and future devaluations may adversely
affect the value of a Funds assets denominated in such currencies. There is some risk of currency
contagion; the devaluation of one currency leading to the devaluation of another. As one countrys
currency experiences stress, there is concern that the stress may spread to another currency.
Many emerging markets have experienced substantial, and in some periods extremely high, rates of
inflation for many years. Continued inflation may adversely affect the economies and securities
markets of such countries. In addition, unanticipated political or social developments may affect
the value of a Funds investments in these countries and the availability to the Fund of additional
investments in these countries. The small size, limited trading volume and relative inexperience of
the securities markets in these countries may make a Funds investments in such countries illiquid
and more volatile than investments in more developed countries, and the Fund may be required to
establish special custodial or other arrangements before making investments in these countries.
There may be little financial or accounting information available with respect to issuers located
in these countries, and it may be difficult as a result to assess the value or prospects of an
investment in such issuers. Based upon the apparent correlation between commodity cycles and a
countrys securities markets, additional risk may exist.
Small- and Medium-Sized Companies. The Driehaus International Small Cap Growth Fund invests
primarily in the securities of smaller capitalization companies, and may also invest in the
securities of medium-sized companies. The Driehaus International Discovery Fund, Driehaus Emerging
Markets Growth Fund and Driehaus International Equity Yield Fund may also invest in small- and
medium-sized companies. While small- and medium-sized companies generally have the potential for
rapid growth, the securities of these companies often involve greater risks than investments in
larger, more established companies because small- and medium-sized companies may lack the
management experience, financial resources, product diversification and competitive strengths of
larger companies. In addition, in many instances the securities of small- and medium-sized
companies are traded only over-the-counter or on a regional securities exchange, and the frequency
and volume of their trading is substantially less than is typical of larger companies. Therefore,
the securities of small- and medium-sized companies may be subject to greater and more abrupt price
fluctuations and, for large sales, a Fund may have to sell such holdings at discounts from quoted
prices or make a series of small sales over an extended period of time.
Diversification. Each Fund is nondiversified (as defined in the 1940 Act), meaning that it is not
limited in the proportion of its assets that it may invest in the obligations of a single issuer or
in a single country. Each Fund will, however, comply with diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the Code) for qualification as a regulated
investment company. As a nondiversified fund, each Fund may invest a greater proportion of its
assets in the securities of a small number of issuers, and may be subject to greater risk and
substantial losses as a result of changes in the financial condition or the markets assessment of
the issuers.
Portfolio Investments and Other Risk Considerations
There are specific restrictions on each Funds investments. Such restrictions are detailed in the
Statement of Additional Information (the SAI). Each Fund may utilize from time to time one or
more of the investment practices described below to assist it in reaching its investment objective.
These practices involve potential risks which are summarized below. In addition, the SAI contains
more detailed or additional information about certain of these practices, the potential risks
and/or the limitations adopted by each Fund to help manage such risks.
23
Impact of Certain Investments. The Funds may invest in a variety of securities, including initial
public offerings, derivatives and small technology companies. Such investments may have a magnified
performance impact on a Fund depending on a Funds size. A Fund may not experience similar
performance as its assets grow or its investments change.
Currency Hedging. Due to the investments in foreign securities, the value of a Fund in U.S. dollars
is subject to fluctuations in the exchange rate between foreign currencies and the U.S. dollar.
When, in the opinion of the Adviser, it is desirable to limit or reduce exposure in a foreign
currency, a Fund may enter into a forward currency exchange contract to sell such foreign currency
(or another foreign currency that acts as a proxy for that currency) (forward currency contract).
Through the contract, the U.S. dollar value of certain underlying foreign portfolio securities can
be approximately matched by an equivalent U.S. dollar liability. This technique is known as
currency hedging. By locking in a rate of exchange, currency hedging is intended to moderate or
reduce the risk of change in the U.S. dollar value of a Fund during the period of the forward
contract. A default on a contract would deprive the Fund of unrealized profits or force the Fund to
cover its commitments for purchase or sale of currency, if any, at the current market price.
The use of forward currency contracts (for transaction or portfolio hedging) will not eliminate
fluctuations in the prices of portfolio securities or prevent loss if the price of such securities
should decline. In addition, such forward currency contracts will diminish the benefit of the
appreciation in the U.S. dollar value of that foreign currency.
Settlement Transactions. A Fund trading a foreign security is usually required to settle the
purchase transaction in the relevant foreign currency or receive the proceeds of the sale in that
currency. At or near the time of the transaction, a Fund may wish to lock in the U.S. dollar value
at the exchange rate or rates then prevailing between the U.S. dollar and the currency in which the
security is denominated. Transaction hedging may be accomplished on a forward basis, whereby a
Fund purchases or sells a specific amount of foreign currency, at a price set at the time of the
contract, for receipt or delivery at either a specified date or at any time within a specified time
period. Transaction hedging also may be accomplished by purchasing or selling such foreign
currencies on a spot, or cash, basis. In so doing, a Fund will attempt to insulate itself against
possible losses and gains resulting from a change in the relationship between the U.S. dollar and
the foreign currency during the period between the date the security is purchased or sold and the
date on which payment is made or received and the transaction settled. Similar transactions may be
entered into by using other currencies. A Fund may also settle certain trades in U.S. dollars. The
use of currency transactions can result in a Fund incurring losses as a result of a number of
factors, including the imposition of exchange controls, suspension of settlements or the inability
to deliver or receive a specified currency.
Derivatives. In seeking to achieve its desired investment objective, provide additional revenue or
hedge against changes in security prices, interest rates or currency fluctuations, each Fund may:
(1) purchase and write both call options and put options on securities, indices and foreign
currencies; (2) enter into interest rate, index and foreign currency futures contracts; (3) write
options on such futures contracts; (4) purchase other types of forward or investment contracts
linked to individual securities, indices or other benchmarks; and (5) enter into various equity or
interest rate transactions, participation notes, such as swaps, caps, floors or collars, and may
enter into various currency transactions such as forward currency contracts, currency futures
contracts, currency swaps or options on currencies (derivatives). For these purposes, forward
currency contracts are not considered derivatives. Each Fund may write a call or put option only
if the option is covered. As the writer of a covered call option, each Fund forgoes, during the
options life, the opportunity to profit from increases in market value of the security covering
the call option above the sum of the premium and the exercise price of the call. There can be no
assurance that a liquid market will exist when a Fund seeks to close out a position. In addition,
because futures positions may require low margin deposits, the use of futures contracts involves a
high degree of leverage and may result in losses in excess of the amount of the margin deposit.
The successful use of derivatives depends on the Advisers ability to correctly predict changes in
the levels and directions of movements in currency exchange rates, security prices, interest rates
and other market factors affecting the derivative itself or the value of the underlying asset or
benchmark. In addition, correlations in the performance of an underlying asset to a derivative may
not be well established. Finally, privately negotiated and over-the-counter derivatives may not be
as well regulated, may be less marketable than exchange-traded derivatives and may be subject to
greater risks such as counterparty risks (e.g., counterparty is unable or unwilling to honor the
contract).
Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities. Not
readily marketable, illiquid securities include restricted securities and repurchase obligations
maturing in more than seven days. Certain restricted securities that may be resold to institutional
investors under Rule 144A of the Securities Act of 1933 and Section 4(2) commercial paper may be
deemed liquid under guidelines adopted by the Board of Trustees. The absence of a trading market
can make it difficult to ascertain a market
24
value for illiquid or restricted securities. Disposing of illiquid or restricted securities may
involve time-consuming negotiations and legal expenses, and it may be difficult or impossible for a
Fund to sell them promptly at an acceptable price.
Convertible Securities. While convertible securities purchased by the Funds are frequently rated
investment grade, a Fund also may purchase unrated convertible securities or convertible securities
rated below investment grade if the securities meet the Advisers other investment criteria. Each
Fund does not currently intend to invest more than 5% of its total assets in below investment grade
convertible securities. Convertible securities rated below investment grade (a) tend to be more
sensitive to interest rate and economic changes, (b) may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible securities, and (c) may be more thinly
traded due to such securities being less well known to investors than either common stock or
conventional debt securities. As a result, the Advisers own investment research and analysis tends
to be more important in the purchase of such securities than other factors.
Debt Securities. Each Fund, except for the Driehaus International Small Cap Growth Fund, may invest
up to 35% of its total assets in nonconvertible debt securities. The Driehaus International Small
Cap Growth Fund may invest up to 20% of its total assets in nonconvertible debt securities.
Investments in such debt securities are limited to those that are rated within the four highest
grades (generally referred to as investment grade) assigned by a nationally or internationally
recognized statistical rating organization. Investments in unrated debt securities are limited to
those deemed to be of comparable quality as analyzed by the Adviser under its own procedures.
Securities in the fourth-highest grade may possess speculative characteristics. If the rating of a
security held by a Fund is lost or reduced below investment grade, the Fund is not required to
dispose of the security. The Adviser will, however, consider that fact in determining whether the
Fund should continue to hold the security. The risks inherent in a debt security depend primarily
on its term and quality, as well as on market conditions. A decline in the prevailing levels of
interest rates generally increases the value of debt securities. Conversely, an increase in rates
usually reduces the value of debt securities.
Portfolio Turnover. A Funds annual turnover rate indicates changes in its portfolio investments. A
Fund will not consider portfolio turnover rate a limiting factor in making investment decisions
consistent with its investment objective and policies. It is anticipated that the Funds will each
experience high rates of portfolio turnover. High portfolio turnover in any year will result in
payment by a Fund of above-average amounts of transaction costs and could result in the payment by
shareholders of taxes on above-average amounts of realized investment gains. Under normal market
conditions, only securities that increase in value shortly after purchase and that generally
continue to increase in value (although they may experience temporary stagnant or declining
periods) will be retained by the Funds. Securities sold by a Fund may be purchased again at a later
date if the Adviser perceives that the securities are again timely. In addition, portfolio
adjustments will be made when conditions affecting relevant markets, particular industries or
individual issues warrant such action. In light of these factors and the historical volatility of
foreign growth stocks, the Funds are likely to experience high portfolio turnover rates, but
portfolio turnover rates may vary significantly from year to year as noted in the Funds Financial
Highlights. Portfolio turnover may also be affected by sales of portfolio securities necessary to
meet cash requirements for redemptions of shares.
Investment Companies. The Funds may invest in domestic and foreign investment companies. Some
countries may not permit direct investment by outside investors. Investments in such countries may
only be permitted through foreign government-approved or government-authorized investment vehicles,
which may include other investment companies. In addition, it may be less expensive and more
expedient for a Fund to invest in a foreign investment company in a country that permits direct
foreign investment; similarly, a Fund may invest in a money market fund in order to receive a
higher rate of return or to be more productively invested than would be possible through direct
investment in money market instruments. Investing through such vehicles may involve layered fees or
expenses. The Funds do not intend to invest in such investment companies unless, in the judgment of
the Adviser, the potential benefits of such investments justify the payment of any associated fees
or expenses.
Repurchase Agreements. Each Fund may invest in repurchase agreements, provided that it will not
invest more than 15% of its net assets in repurchase agreements maturing in more than seven days
and any other illiquid securities. A repurchase agreement involves the sale of securities to a
Fund, with the concurrent agreement of the seller to repurchase the securities at the same price
plus an amount representing interest at an agreed-upon interest rate within a specified period of
time, usually less than one week, but, on occasion, at a later time. Repurchase agreements entered
into by a Fund will be fully collateralized and will be marked-to-market daily. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Fund could experience both
delays in liquidating the underlying securities and losses, including: (a) possible decline in the
value of the collateral during the period while the Fund seeks to enforce its rights thereto; (b)
possible subnormal levels of income and lack of access to income during this period; and (c)
expenses of enforcing its rights.
25
When-Issued and Delayed-Delivery Securities; Reverse Repurchase Agreements. Each Fund may purchase
or sell securities on a when-issued or delayed-delivery basis. Although the payment and interest
terms of these securities are established at the time the Fund enters into the commitment, the
securities may be delivered and paid for a month or more after the date of purchase, when their
value may have changed. The Fund makes such purchase commitments only with the intention of
actually acquiring the securities, but may sell the securities before the settlement date if the
Adviser deems it advisable for investment reasons. Each Fund may utilize spot and forward foreign
currency exchange transactions to reduce the risk inherent in fluctuations in the exchange rate
between one currency and another when securities are purchased or sold on a when-issued or
delayed-delivery basis.
Each Fund may enter into reverse repurchase agreements with banks and securities dealers. A reverse
repurchase agreement is a repurchase agreement in which a Fund is the seller of, rather than the
investor in, securities and agrees to repurchase them at an agreed-upon time and price. Use of a
reverse repurchase agreement may be preferable to a regular sale and later repurchase of securities
because it avoids certain market risks and transaction costs.
At the time a Fund enters into a binding obligation to purchase securities on a when-issued basis
or enters into a reverse repurchase agreement, liquid assets (cash, U.S. Government securities or
other high-grade debt obligations) of the Fund having a value at least as great as the purchase
price of the securities to be purchased will be earmarked or segregated on the books of the Fund
and held by the custodian throughout the period of the obligation. The use of these investment
strategies, as well as borrowing under a line of credit, may increase net asset value fluctuation.
Lending Portfolio Securities. Each Fund may lend its portfolio securities to broker-dealers and
banks, provided that it may not lend securities if, as a result, the aggregate value of all
securities loaned would exceed 33 1/3% of its total assets. Any such loan must be continuously
secured by collateral (cash or U.S. Government securities). In the event of bankruptcy or other
default of the borrower, a Fund could experience delays in both liquidating the loan collateral and
recovering the loaned securities and losses.
Disclosure of Portfolio Holdings. A description of the Funds policies and procedures with respect
to the disclosure of the Funds portfolio securities is available in the SAI.
26
Management of the Funds
Trustees and Adviser. The Board of Trustees of the Trust has overall management responsibility.
See the SAI for the names of and additional information about the Trustees and officers. The
Adviser, Driehaus Capital Management LLC, 25 East Erie Street, Chicago, Illinois 60611, is
responsible for providing investment advisory and management services to the Funds, subject to the
direction of the Board of Trustees. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940. The Adviser was organized in 1982 and as of March 31, 2008,
managed approximately $ billion in assets.
Each Fund pays the Adviser an annual investment management fee on a monthly basis as follows. These
fees are higher than the fees paid by most mutual funds.
|
|
|
|
|
|
|
As a percentage of |
Fund |
|
average daily net assets |
Driehaus International Discovery Fund |
|
|
1.46 |
%1 |
Driehaus Emerging Markets Growth Fund |
|
|
1.50 |
% |
Driehaus International Equity Yield Fund |
|
|
1.50 |
%2 |
Driehaus International Small Cap Growth Fund |
|
|
1.50 |
%2 |
|
|
|
1 |
|
Effective October 1, 2006, the Fund pays the Adviser an annual management fee on a
monthly basis as follows: 1.50% on the first $500 million of average daily net assets; 1.35%
on the next $500 million; and 1.25% of average daily net assets in excess of $1 billion. |
|
2 |
|
As previously discussed, the Adviser has entered into an agreement to waive a portion
of its management fee and to reimburse operating expenses to the extent necessary to cap the
Driehaus International Equity Yield and the Driehaus International Small Cap Growth Funds
expense ratios at 1.75% and 2.00%, respectively. Because of this agreement, the Funds may pay
the Adviser less than the contractual management fee. |
Disclosure relating to the material factors and the conclusions with respect to those factors that
formed the basis for the Board of Trustees approval of the investment advisory agreements for the
Driehaus International Discovery Fund, the Driehaus Emerging Markets Growth Fund, the Driehaus
International Equity Yield Fund and the Driehaus International Small Cap Growth Fund may be
reviewed in the Funds annual report to shareholders dated December 31, 2007. Shareholder reports
may be obtained by calling 1-800-560-6111, or by visiting
www.driehaus.com or the SECs website at
www.sec.gov.
Driehaus International Discovery Fund
Lead Portfolio Manager. The Driehaus International Discovery Fund is managed by Lynette Schroeder.
Ms. Schroeder has been the portfolio manager for the Fund since March 1, 2005 and is responsible
for making investment decisions on behalf of the Fund. Ms. Schroeder will retire from the Adviser
on December 31, 2008 and Mr. Rea will assume sole portfolio manager responsibilities at that time.
Ms. Schroeder received her A.B. in Political Science in 1985 from the University of Chicago. She
earned her M.B.A. in 1992 from the Darden Business School of the University of Virginia, where she
was an analyst for The Darden Fund. From 1993 to 1995, Ms. Schroeder worked in international
research at Scudder, Stevens & Clark and from 1995 to 1997 at Lexington Management Corporation,
before joining the Adviser as an international senior research analyst in June 1997. While
employed by the Adviser, she was named portfolio manager for the Driehaus European Opportunity Fund
in December 1998 and co-portfolio manager for Driehaus International Discovery Fund in December
1998. In July 2000, Ms. Schroeder joined American Century Investment Management, Inc., where she
was a portfolio manager for the International Opportunities Fund until she re-joined the Adviser in
March 2005.
Co-Portfolio Manager. Dan Rea has been the co-portfolio manager of Driehaus International
Discovery Fund since August 1, 2007 and supports Ms. Schroeder with investment research, security
selection and portfolio construction. Upon Ms. Schroeders retirement from the Adviser on December
31, 2008, Mr. Rea will assume sole portfolio manager responsibilities for Driehaus International
Discovery Fund.
Mr. Rea received his B.S. in Accountancy from Marquette University in 1995. Mr. Rea originally
worked for the Adviser as a domestic research analyst beginning in 1997, following a position in
corporate finance at GE Capital Corporation. He was named portfolio manager of the Driehaus
Emerging Growth Fund, L.P. in November 1998. In March 2000, Mr. Rea joined BlackRock, Inc.,
27
where he was a senior equity analyst on its Global Growth team and portfolio manager of the
BlackRock Global Science and Technology Fund. In February 2005, he joined Franklin Templeton
Investments as a senior equity analyst and sector leader on its Global Large Cap Growth team until
he rejoined the Adviser in April 2006. In addition to his portfolio management responsibilities,
Mr. Rea was named Director of Equity Research for the Adviser in October 2006.
Driehaus Emerging Markets Growth Fund
Portfolio Manager. Howard Schwab has been the portfolio manager of the Driehaus Emerging Markets
Growth Fund since January 1, 2008. Previously, Mr. Schwab was a co-portfolio manager for the Fund.
Mr. Schwab has responsibility for making investment decisions on behalf of the Fund.
Mr. Schwab joined the Adviser in 2001 upon completion of his B.A. degree in Economics from Denison
University. During his tenure with the Adviser, Mr. Schwab also was the portfolio manager for the
Driehaus International Equity Yield Fund, another series of the Trust, from April 2007 through July
2007 and was an investment analyst to and then assumed portfolio management responsibilities for
the limited partnership predecessor to that Fund since its inception on September 1, 2003.
Assistant Portfolio Manager. Chad Cleaver has been the assistant portfolio manager of the Driehaus
Emerging Markets Growth Fund since May 1, 2008 and has certain responsibilities for investment
decision-making subject to Mr. Schwabs oversight.
Mr. Cleaver received his A.B. in Economics in 2000 from Wabash College. He earned his M.B.A. degree
in 2004 from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill.
He began his career with the Board of Governors of the Federal Reserve System. He joined the
Adviser in 2004 as an investment analyst to the Fund prior to assuming assistant portfolio
management responsibilities.
Driehaus International Equity Yield Fund
Lead Portfolio Manager. The Driehaus International Equity Yield Fund is managed by Lynette
Schroeder. Ms. Schroeder has managed the Fund since August 1, 2007 and is responsible for making
investment decisions on behalf of the Driehaus International Equity Yield Fund. Ms. Schroeders
background is described under Lead Portfolio Manager Driehaus International Discovery Fund.
Ms. Schroeder will retire from the Adviser on December 31, 2008 and Mr. Rea will assume sole
portfolio manager responsibilities at that time.
Co-Portfolio Manager. Dan Rea has been the co-portfolio manager of Driehaus International Equity
Yield Fund since August 1, 2007 and supports Ms. Schroeder with investment research, security
selection and portfolio construction. Mr. Reas background is described under Co-Portfolio
Manager Driehaus International Discovery Fund. Upon Ms. Schroeders retirement from the Adviser
on December 31, 2008, Mr. Rea will assume sole portfolio manager responsibilities for Driehaus
International Equity Yield Fund.
Driehaus International Small Cap Growth Fund
Lead Portfolio Manager. Howard Schwab has managed the Fund since its inception on September 17,
2007. Mr. Schwab is responsible for making investment decisions on behalf of the Fund. Mr. Schwab
was an investment analyst and then assumed portfolio management responsibilities for the Driehaus
International Opportunities Fund, L.P., the Predecessor Limited Partnership to the Fund, since it
commenced operations on August 1, 2002. Mr. Schwabs background is described under Portfolio
Manager Driehaus Emerging Markets Growth Fund.
Co-Portfolio Manager. David Mouser has assisted in the management of Driehaus International Small
Cap Growth Fund since its inception on September 17, 2007. Mr. Mouser has responsibilities for
investment decision-making on the Driehaus International Small Cap Growth Fund, subject to Mr.
Schwabs approval. Since September, 2005, Mr. Mouser was the assistant portfolio manager for the
predecessor Limited Partnership.
Mr. Mouser joined the Adviser in 1999 upon completion of his B.S. degree in Finance from the
University of Dayton. He is currently an M.S. candidate at DePaul University. Prior to assuming
assistant portfolio management responsibilities, Mr. Mouser was an investment analyst with the
Adviser.
28
The SAI provides additional information about the portfolio managers and assistant portfolio
managers compensation, other accounts managed, and ownership of securities in the Funds.
Distributor. Driehaus Securities LLC (DS LLC), an affiliate of the Adviser, acts as the
distributor of the Trusts shares pursuant to a Distribution Agreement, without any sales
concessions or charges to the Funds or to their shareholders. DS LLC is located at 25 East Erie
Street, Chicago, Illinois 60611. DS LLC also executes portfolio transactions for the Funds
pursuant to procedures approved by the Board of Trustees.
Administrator. PFPC Inc. (PFPC) is the administrator for the Funds. In such capacity, PFPC
assists the Funds in aspects of their administration and operation, including certain accounting
services.
Transfer Agent. PFPC is the agent of the Funds for the transfer of shares, disbursement of
dividends and maintenance of shareholder accounting records.
Custodian. JPMorgan Chase Bank (the Custodian) is the custodian for the Funds. Foreign securities
are maintained in the custody of foreign banks and trust companies that are members of the
Custodians Global Investor Services or foreign depositories used by such members.
Shareholder Information
Net Asset Value
Each Funds net asset value is determined as of the close of the New York Stock Exchange (NYSE)
(normally 3:00 p.m., Central time) on each day the NYSE is open for trading. Purchases and
redemptions are made at a Funds net asset value per share next calculated after receipt of your
purchase order and payment in good form. Net asset value per share is determined by dividing the
difference between the values of a Funds assets and liabilities by the number of its shares
outstanding. The Funds holdings are typically valued using readily available market quotations
provided by an independent pricing service. Securities may be valued using methods approved by the
Board of Trustees when: (i) securities cannot be priced through a readily available market
quotation provided by a pricing service and no broker-dealer quotations are available, or (ii) an
event occurs that affects the value of a portfolio security between the time its price is
determined in its local market or exchange and the close of the NYSE where the event would
materially affect net asset value. The Funds use an independent pricing service to provide fair
value estimates for relevant foreign equity securities on days when the U.S. market movement
exceeds a certain threshold. This pricing service uses correlations between the movement of prices
of foreign equity securities and indices of U.S. traded securities and other indicators, such as
closing prices of American Depository Receipts and futures contracts, to determine the fair value
of relevant foreign equity securities. In such cases, a Funds value for a security is likely to
be different from the last quoted market price. In addition, due to the subjective and variable
nature of fair value pricing, it is possible that the value determined for a particular security
may be materially different from the value realized upon the securitys sale. Because foreign
securities markets may operate on days that are not business days in the U.S., the value of a
Funds holdings may change on days when you will not be able to purchase or redeem the Funds
shares.
Opening an Account
1) |
|
Read this Prospectus carefully. |
2) |
|
Each Fund has the following minimum investments, which may be waived at the discretion of DS
LLC: |
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Minimum |
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Minimum |
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Minimum |
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Automatic |
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Automatic |
Minimum |
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Minimum |
|
Minimum |
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Subsequent |
|
Investment |
|
Investment |
Initial |
|
Subsequent |
|
Initial IRA |
|
IRA |
|
Plan |
|
Plan |
Investment |
|
Investment |
|
Investment |
|
Investment |
|
(Monthly) |
|
(Quarterly) |
$10,000
|
|
$ |
2,000 |
|
|
$ |
2,000 |
|
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$ |
500 |
|
|
$ |
100 |
|
|
$ |
300 |
|
3) |
|
Complete the appropriate sections of the New Account Application, carefully following the
instructions. If you have questions, please contact Shareholder Services at 1-800-560-6111.
Complete the appropriate sections of the application which apply to account privileges. You
will automatically have telephonic redemption and exchange privileges unless you indicate on
the application that you do not want these privileges. By confirming your privileges on the
New Account Application, you can avoid the delay of having to submit an additional application
to change your privileges. |
29
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|
The Funds seek to obtain identification information for new accounts so that the identity of
Fund investors can be verified consistent with regulatory requirements. The Funds may limit
account activity until investor identification information can be verified. If the Funds are
unable to obtain sufficient investor identification information such that the Funds may form a
reasonable belief as to the true identity of an investor, the Funds may take further action
including closing the account. |
4) |
|
Include your purchase check or call Shareholder Services at 1-800-560-6111 to initiate a wire
purchase. |
5) |
|
To open an Individual Retirement Account (IRA), complete the appropriate Traditional or Roth
IRA Application which may be obtained by visiting
www.driehaus.com or by calling Shareholder
Services at 1-800-560-6111. IRA investors should also read the IRA Disclosure Statement and
Custodial Account Agreement for further details on eligibility, service fees, and tax
considerations. For IRA accounts, the procedures for purchasing and redeeming shares of the
Funds, and the account features, policies and fees may differ from those discussed in this
Prospectus. Please contact Shareholder Services at 1-800-560-6111 for additional information. |
How to Purchase Shares
1) |
|
By Mail. Make your check payable to Driehaus Mutual Funds. The Funds accept: |
|
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Your personal check, preprinted with your name and address |
|
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|
Certified personal checks |
for Fund share purchases under $100,000. For purchases of $100,000 or more, the Funds accept only
wire transfers.
Driehaus Mutual Funds will not accept the following forms of payment for Fund shares:
|
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Cash |
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|
Credit cards |
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Cashiers/Official checks |
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Bank drafts |
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Third party checks |
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Starter checks that do not have a printed name and address on them |
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Travelers checks |
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Credit card checks |
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Money orders |
Any expense incurred as a result of a returned check will be borne by the shareholder. The Fund
will charge a $20 fee against your account, in addition to any loss sustained by the Fund, for any
check returned for insufficient funds. If you are adding to your existing account, fill out the
detachable investment slip from an account statement or indicate your Fund account number and the
name(s) in which the account is registered directly on the check. Send to:
|
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|
Regular Mail:
|
|
Overnight Delivery: |
|
Driehaus Mutual Funds
|
|
Driehaus Mutual Funds |
|
c/o PFPC Inc.
|
|
c/o PFPC Inc. |
|
P.O. Box 9817
|
|
101 Sabin Street |
|
Providence, RI 02940
|
|
Pawtucket, RI 02860-1427 |
2) |
|
By Wire Transfer. Call Shareholder Services at 1-800-560-6111 to initiate your purchase and
obtain your account number. Then wire your investment to: |
PNC Bank, NA
ABA #031000053
Credit: Driehaus Purchase Account
Bank Account #: 8611082419
Fund Name: ( )
Further Credit: (Shareholder name and account number)
30
3) |
|
Through Automatic Investment Plan. Additional investments in shares of the Funds may be made
automatically by authorizing the Transfer Agent to withdraw funds vial Automated Clearing
House Network Transfer (ACH) from your pre-designated bank account through the Automatic
Investment Plan. |
4) |
|
Through ACH. Additional investments in shares of the Funds may also be made at any time by
authorizing the Transfer Agent to withdraw funds via ACH from your pre-designated bank
account. The Funds do not accept initial investments through ACH.
Instructions to purchase shares of the Funds by ACH which are received prior to close of the NYSE receive the NAV
calculated on the next business day. Instructions to purchase shares of the Funds by ACH
received after the close of the NYSE receive the NAV calculated on the second business day
after receipt. |
5) |
|
Through Financial Institutions. Investors may purchase (or redeem) shares through investment
dealers or other financial institutions. The institutions may charge for their services or
place limitations on the extent to which investors may use the services offered by the Funds.
There are no charges or limitations imposed by the Funds, other than those described in this
Prospectus, if shares are purchased (or redeemed) directly from the Funds or DS LLC. However,
unless waived, the Funds will deduct 2.00% from the redemption amount if you sell your shares
within 60 days after purchase. |
New investor who would like to participate in the Automatic Investment Plan or make additional
investments in shares of the Funds by ACH should completed the appropriate section of the account
application and mail it to Driehaus Mutual Funds at the address included in the By Mail section
above. Current investors should complete the Optional Account Services Form to add either or both
privileges to their account(s). To obtain either form, call Shareholder Services at 1-800-560-6111
or visit www.driehaus.com.
Financial institutions that enter into a sales agreement with DS LLC or the Trust
(Intermediaries) may accept purchase and redemption orders on behalf of the Funds. If
communicated in accordance with the terms of the sales agreement, a purchase or redemption order
will be deemed to have been received by the Funds when the Intermediary accepts the order. In
certain instances, an Intermediary (including Charles Schwab & Co., Inc.) may designate other
third-party financial institutions (Sub-Designees) to receive orders from their customers on the
Funds behalf. The Intermediary is liable to the Funds for its compliance with the terms of the
sales agreement and the compliance of each Sub-Designee. All orders will be priced at the
applicable Funds net asset value next computed after they are accepted by the Intermediary or
Sub-Designee, provided that such orders are communicated in accordance with the terms of the
applicable sales agreement.
Certain Intermediaries may enter purchase orders on behalf of their customers by telephone, with
payments to follow within several days as specified in their sales agreement. Such purchase orders
will be effected at the net asset value next determined after receipt of the telephone purchase
order. It is the responsibility of the Intermediary to place the order on a timely basis. If
payment is not received within the time specified in the agreement, the Intermediary could be held
liable for any fees or losses resulting from the cancellation of the order.
The Adviser or DS LLC may make payments out of their own resources to Intermediaries for providing
shareholder servicing or distribution activities. No payments are made by the Funds for
distribution or promotion of the Funds.
General Purchase Information
Shares of each Fund are offered only to residents of states and other jurisdictions in which the
shares are available for purchase. The Funds do not intend to sell shares to persons or entities,
including foreign financial institutions and private banking accounts, residing outside the U.S.,
its territories and possessions, even if they are U.S. citizens or lawful permanent residents,
except to persons with U.S. military APO or FPO addresses. The Funds reserve the right not to
accept any purchase order. The Funds also reserve the right to change their investment minimums
without notice. For all purchases, confirmations are sent to the investor in writing except
purchases made by reinvestment of dividends, which will be confirmed quarterly. Please see the
additional information below regarding share purchases of the Driehaus Emerging Markets Growth
Fund.
Buying a Dividend. Unless you are purchasing Fund shares through a tax-deferred account (such as
an IRA), buying Fund shares at a time when a Fund has substantial recognized or unrecognized gains
can cost you money in taxes. To avoid buying a dividend, check a Funds distribution schedule
(see Distributions and Taxes) before you invest.
31
Shares Purchased by Check or ACH. Shares purchased by check are subject to a 10 business day escrow
period to ensure payment to the relevant Fund. Shares purchased by ACH are subject to a 5 business
day escrow period to ensure payment to the relevant Fund. The proceeds of shares redeemed during
the escrow period will be released after expiration of the escrow period.
Driehaus Emerging Markets Growth Fund. The Driehaus Emerging Markets Growth Fund is
closed to new investors. You may purchase shares of Driehaus Emerging Markets Growth Fund and
reinvest dividends and capital gains you receive on your holdings of Fund shares in additional
shares of the Fund if you are:
|
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A current shareholder; or |
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A participant in a qualified retirement plan that offers the Driehaus Emerging Markets
Growth Fund as an investment option or that has the same or a related plan sponsor as
another qualified retirement plan that offers the Fund as an investment option. |
You may open a new account in the Driehaus Emerging Markets Growth Fund if you:
|
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Are an employee of the Adviser or its affiliates, or a Trustee of the Trust; |
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Exchange your shares of Driehaus International Discovery Fund, Driehaus International
Equity Yield Fund or Driehaus International Small Cap Growth Fund for shares of the Fund;
or |
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Hold shares of the Fund in another account, provided your new account and existing
account are registered under the same address of record, the same social security number or
taxpayer identification number, the same name(s) and the same beneficial owner(s). |
These restrictions apply to investments made directly through DS LLC as well as investment made
through Intermediaries. Intermediaries that maintain omnibus accounts are not allowed to open new
sub-accounts for new investors, unless the investor meets the criteria listed above. Investors may
be required to demonstrate eligibility to purchase shares of the Fund before an investment is
accepted. The Fund reserves the right to: (i) eliminate any of the exceptions listed above and
impose additional restrictions on purchases of Fund shares, and (ii) make additional exceptions,
that, in its judgment, do not adversely affect the Advisers ability to manage the Fund.
How to Redeem Shares
1) |
|
By Mail. Shareholders may sell shares by writing the Funds at the following address: |
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Regular Mail:
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Overnight Delivery: |
|
Driehaus Mutual Funds
|
|
Driehaus Mutual Funds |
|
c/o PFPC Inc.
|
|
c/o PFPC Inc. |
|
P.O. Box 9817
|
|
101 Sabin Street |
|
Providence, RI 02940
|
|
Pawtucket, RI 02860-1427 |
|
|
Certain requests for redemption must be signed by the shareholder with a signature guarantee.
See Shareholder Services and Policies Medallion Signature Guarantees. Redemption proceeds
will be net of any applicable redemption fees. |
2) |
|
By Telephone. You will automatically have the telephone redemption by check privileges when
you open your account unless you indicate on the application that you do not want this
privilege. You may also have redemption proceed sent directly to your bank account by wire or
ACH if you mark the appropriate box(es) and provide your bank information on your application.
If you are a current shareholder, you should complete the Optional Account Services Form to
add these additional redemption options to your account. You may make a telephone redemption
request for up to $100,000 by calling Shareholder Services at 1-800-560-6111 and providing
your account number, the exact name of your account and your social security or taxpayer
identification number. See General Redemption Information below for specific information on
payment of redemption proceeds under each payment option. The Funds reserve the right to
suspend or terminate the telephone redemption privilege at any time. |
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Telephone Transactions. For your protection, telephone requests may be recorded in order to
verify their accuracy. Also for your protection, telephone transactions are not permitted on
accounts whose address has changed within the past 30 days. Proceeds |
32
|
|
from telephone transactions can only be mailed to the address of record or wired or
electronically transferred to a bank account previously designated by you in writing. |
|
3) |
|
By Wire Transfer. If you have chosen the wire redemption privilege, you may request the Funds
to transmit your proceeds by Federal Funds wire to a bank account previously designated by you
in writing and not changed within the past 30 days. See General Redemption Information
Execution of Requests below. |
|
4) |
|
Through ACH. Your redemption proceeds less any applicable redemption fee, can be
electronically transferred to your pre-designated bank account on or about the date of your
redemption. There is no fee associated with this redemption payment method. |
|
5) |
|
Through Financial Institutions. If you bought your shares through a financial institution and
these shares are held in the name of the financial institution, you must redeem your shares
through the financial institution. Please contact the financial institution for this service. |
General Redemption Information
Institutional and Fiduciary Account Holders. Institutional and fiduciary account holders, such as
corporations, custodians, executors, administrators, trustees or guardians, must submit, with each
request, a completed certificate of authorization in a form of resolution acceptable to the Funds.
The request must include other supporting legal documents as required from organizations,
executors, administrators, trustees or others acting on accounts not registered in their names. For
more information, please contact Shareholder Services at 1-800-560-6111.
Cancellation. A shareholder may not cancel or revoke a redemption order once instructions have been
received and accepted. The Funds cannot accept a redemption request that specifies a particular
date or price for redemption or any special conditions.
Redemptions by the Funds. The Funds reserve the right to redeem shares in any account and send the
proceeds to the owner if immediately after a redemption, the shares in the account do not have the
Minimum Account Value as shown below:
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Minimum IRA |
Fund |
|
Minimum Account Value |
|
Account Value |
Driehaus International Discovery Fund |
|
$ |
5,000 |
|
|
$ |
1,500 |
|
Driehaus Emerging Markets Growth Fund |
|
$ |
5,000 |
|
|
$ |
1,500 |
|
Driehaus International Equity Yield Fund |
|
$ |
5,000 |
|
|
$ |
1,500 |
|
Driehaus International Small Cap Growth Fund |
|
$ |
5,000 |
|
|
$ |
1,500 |
|
A shareholder would be notified that the account is below the minimum and would have 30 days to
increase the account before the account is redeemed.
In-Kind Redemptions. The Funds generally intend to pay all redemptions in cash. However, the Funds
may pay you for shares you sell by redeeming in kind, that is, by giving you marketable
securities, if your requests over a 90-day period total more than $250,000 or 1% of the net assets
of the relevant Fund, whichever is less. An in-kind redemption is taxable for federal income tax
purposes in the same manner as a redemption for cash.
Execution of Requests. If an order is placed prior to the close of regular trading on the NYSE
(normally 3:00 p.m., Central time) on any business day, the purchase of shares is executed at the
net asset value determined as of the closing time that day. If the order is placed after that time,
it will be effected on the next business day.
A redemption order will be executed at the price which is the net asset value determined after
proper redemption instructions are received, minus the redemption fee, if applicable. The
redemption price received depends upon the Funds net asset value per share at the time of
redemption and any applicable redemption fee. Therefore, it may be more or less than the price
originally paid for the shares and may result in a realized capital gain or loss.
Each Fund will deduct a redemption fee of 2.00% from the redemption amount for shareholders who
sell their shares within 60 days of purchase. This fee is paid to the Fund and is designed to
offset the commission costs, market impact costs, tax consequences to the Fund, and other costs
associated with fluctuations in Fund asset levels and cash flow caused by short-term shareholder
trading.
33
Redemption fees may be waived in certain circumstances (see Policies and Procedures Regarding
Frequent Purchases and Redemptions below).
For shareholders who purchased shares on different days, the shares held the longest will be
redeemed first for purposes of determining whether the redemption fee applies. The redemption fee
does not apply to shares that were acquired through reinvestment of distributions.
The Funds will pay redemption proceeds, less any applicable fees (including redemption fees), as
follows:
1) |
|
PAYMENT BY CHECK Normally mailed within seven days of redemption to the address of record. |
|
2) |
|
PAYMENT BY WIRE Normally sent via the Federal Wire System on the next business day after
redemption ($15 wire fee applies) to your pre-designated bank account. |
|
3) |
|
PAYMENT BY ACH Normally sent by ACH on or about the date of your redemption to your
pre-designated bank account. Please consult your financial institution for additional
information. |
If it is in the best interest of the Funds to do so, the Funds may take up to seven days to pay
proceeds from shares redeemed. For payments sent by wire or ACH, the Funds are not responsible for
the efficiency of the federal wire or ACH systems or the shareholders financial services firm or
bank. The shareholder is responsible for any charges imposed by the shareholders financial
services firm or bank. Payment for shares redeemed within 10 business days after purchase by
personal check or 5 business days after purchase by ACH will be delayed until the applicable escrow
period has expired. Shares purchased by certified check or wire are not subject to the escrow
period.
Policies and Procedures Regarding Frequent Purchases and Redemptions
Frequent and short-term trading in shares of the Funds, known as market timing, can harm
long-term Fund shareholders. Such short-term trading activity can result in increased costs to the
Funds for buying and selling portfolio securities and also can disrupt portfolio management
strategies when the Funds need to maintain cash or liquidate portfolio holdings to meet
redemptions. The Funds may be particularly susceptible to risks of short-term trading because they
invest in foreign securities. Time zone differences among international stock markets may motivate
investors to attempt to exploit the use of prices based on closing prices of foreign securities
exchanges (time zone arbitrage). The Funds valuation procedures seek to minimize investors
ability to engage in time zone arbitrage in the Funds. See Net Asset Value above.
The Trusts Board of Trustees has adopted policies and procedures in an effort to discourage and
prevent market timing, which do not accommodate frequent purchases and redemptions of shares. The
Trust imposes a 2% redemption fee on redemptions (including exchanges) of Fund shares made within
60 days of their purchase. This redemption fee was imposed to reduce the impact of costs resulting
from short-term trading and to deter market timing activity. The Funds waive the redemption fee in
certain circumstances, including for certain retirement plan investors, for certain omnibus
accounts when the Intermediary collects the fee at the sub-account level and remits it to the
Funds, for investors in certain wrap programs and otherwise, at the Funds discretion. The Funds
reserve the right to modify or terminate these waivers at any time.
The Funds Adviser receives trading activity information from the Transfer Agent and monitors Fund
inflows and outflows for suspected market timing activity using certain activity thresholds. The
Adviser monitors the trading activity of direct shareholders and trading activity through
Intermediaries, as well as instances in which the Funds receive a redemption fee from a direct
shareholder or Intermediary account. This monitoring may result in the Funds rejection or
cancellation of future purchase or exchange transactions in that shareholders account(s) without
prior notice to the shareholder. Under current procedures, such rejection or cancellation would
occur within one business day after the Adviser identifies the suspected market timing activity.
The Funds also may limit the number of exchanges a shareholder can make between the Funds.
Shares of the Funds may be purchased directly from the Funds (through the Transfer Agent) or
through omnibus arrangements with broker-dealers or other Intermediaries that aggregate shareholder
transactions. The Funds do not know the identity of the beneficial owners of the accounts with the
Intermediaries and consequently rely on the Intermediaries to comply with the Funds policies and
procedures on frequent purchases and redemptions. The Funds may direct any Intermediary to block
any shareholder account from future trading in the Funds if market timing is suspected or
discovered.
34
Shareholders seeking to engage in market timing activities may use a variety of strategies to avoid
detection and, despite the efforts of the Funds to prevent such trading, there is no guarantee that
the Funds or Intermediaries will be able to identify these shareholders or curtail their market
timing activity.
Shareholder Services and Policies
Exchanging Shares. Any shares of a Fund that you have held for the applicable escrow period may be
exchanged for shares of any other Driehaus Mutual Fund in an identically registered account,
provided the Fund(s) to be acquired is (are) registered for sale in your state of residence and you
have met the minimum initial investment requirements. Procedures applicable to the purchase and
redemption of a Funds shares are also applicable to exchanging shares, including the prices that
you receive and pay for the shares you exchange. You will automatically have the ability to
exchange shares of any Driehaus Mutual Fund by telephone unless you indicate on your application
that you do not want this privilege. The Funds reserve the right to limit the number of exchanges
between Funds and to reject any exchange order. The Funds reserve the right to modify or
discontinue the exchange privilege at any time upon 60 days written notice. For federal income tax
purposes, an exchange is treated the same as a sale and you may recognize a capital gain or loss
upon an exchange, depending upon the cost or other basis of the shares redeemed. The 2.00%
redemption fee also applies to shareholders who exchange their shares for any other Driehaus Mutual
Fund shares within 60 days of purchase.
Medallion Signature Guarantees. A medallion signature guarantee assures that a signature is genuine
and protects shareholders from unauthorized account activity. In addition to certain signature
requirements, a medallion signature guarantee is required in any of the following circumstances:
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A redemption request is over $100,000. |
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A redemption check is to be made payable to anyone other than the shareholder(s) of
record or the name has been changed within 30 days of the request. |
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|
A redemption check is to be mailed to an address other than the address of record or the
address has been changed within 30 days of the request. |
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A redemption amount is to be wired to a bank other than one previously authorized. |
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To add or change bank information for wire or ACH transactions on an existing account. |
At the Funds discretion, medallion signature guarantees also may be required for other
transactions or changes to your account. A medallion signature guarantee may be obtained from a
domestic bank or trust company, broker, dealer, clearing agency or savings association who is a
participant in a medallion program recognized by the Securities Transfer Association. The three
recognized medallion programs are the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchanges Medallion Program (SEMP), and the New York Stock Exchange, Inc. Medallion Signature
Program (MSP). Signature guarantees which are not part of these programs will not be accepted.
Telephone Transactions. Shareholders will automatically have telephone redemption by check and
exchange privileges unless they indicate on their account application that they do not want these
privileges. Shareholders may initially purchase shares by telephone via bank wire. Shareholders
engaging in telephone transactions should be aware of the risks associated with these types of
transactions as compared to written requests. Although the Funds employ reasonable procedures to
confirm that instructions received by telephone are genuine, a shareholder authorizing a
transaction by telephone bears the risk of any resulting losses, unless the Funds or their service
providers fail to employ these measures. In such cases, the Funds or their service providers may
be liable for losses arising from unauthorized or fraudulent instructions. In addition, the Funds
reserve the right to record all telephone conversations. Confirmation statements for telephone
transactions should be reviewed for accuracy immediately upon receipt by the shareholder.
Unusual Circumstances. During times of unusual economic or market changes, telephone redemption and
exchange privileges may be difficult to implement. In addition, in unusual circumstances, a Fund
may temporarily suspend the processing of redemption requests, or may postpone payment of proceeds
for up to seven days or longer as allowed by federal securities laws. In the event that you are
unable to reach the Funds by telephone, requests may be mailed to the Funds at the address listed
in How to Redeem Shares.
35
A Note on Mailing Procedures. In order to provide greater convenience to our shareholders and cost
savings to the Funds by reducing the number of duplicate shareholder mailings, only one copy of
most proxy statements, financial reports and prospectuses will be mailed to households, even if
more than one person in a household holds shares of a Fund. Separate shareholder statements will
continue to be mailed for each Fund account. If you want additional copies or do not want your
mailings to be householded, please call Shareholder Services at 1-800-560-6111 or write to P.O.
Box 9817, Providence, Rhode Island 02940.
Dividend Policies
Reinvestment of Distributions. Dividends and distributions payable by a Fund are automatically
reinvested in additional shares of such Fund unless the investor indicates otherwise on the
application or subsequently notifies the Fund, in writing, of the desire to not have dividends
automatically reinvested. Reinvested dividends and distributions are treated the same for federal
income tax purposes as dividends and distributions received in cash.
Distributions and Taxes
Payment of Dividends and Other Distributions. Each Fund pays its shareholders dividends from its
investment company taxable income, and distributions from any realized net capital gains (i.e., the
excess of long-term capital gains over the sum of net short-term capital losses and capital loss
carryforwards from prior years). Dividends and distributions are generally paid once a year. Each
Fund intends to distribute at least 98% of any ordinary income for the calendar year (not taking
into account any capital gains or losses), plus 98% of capital gain net income realized from the
sale of securities, net of any realized foreign currency gains or losses, during the 12-month
period ended October 31 in that year, if any. Each Fund intends to distribute any undistributed
ordinary income and capital gain net income in the following year. Since the Driehaus International
Discovery Fund has a capital loss carryforward, no capital gains distributions will be paid to
shareholders until net capital gains have been realized in excess of the carryforward, except that
the Code imposes certain limitations that will likely reduce the Funds ability to use the majority
of these capital loss carryforwards. A shareholder may, however, realize a capital gain or loss
for federal income tax purposes upon the redemption or exchange of Fund shares, depending upon the
cost or other basis of the shares redeemed. With respect to the Driehaus International Equity
Yield Fund and the Driehaus International Small Cap Growth Fund, because these Funds succeeded to
the tax basis of the assets of a limited partnership, shareholders should be aware that, as
portfolio securities that were received from the limited partnership are sold, any capital gain
that existed at such time may be recognized by the Funds, and such recognized gain, if any, will be
distributed to shareholders as dividends or distributions and will be taxable to them.
Tax Status of Dividends and Other Distributions. Distributions by a Fund of investment company
taxable income (determined without regard to the deduction for dividends paid) are generally
subject to federal income tax at ordinary income tax rates. However, a portion of such
distributions that were derived from certain corporate dividends may qualify for either the 70%
dividends received deduction available to corporate shareholders under the Code or the reduced
rates of federal income taxation for qualified dividend income currently available to individual
and other noncorporate shareholders under the Code, provided certain holding period and other
requirements are satisfied. The reduced rates of federal income taxation applicable to qualified
dividend income will expire for taxable years beginning after December 31, 2010. Distributions of
net capital gains, if any, are generally taxable as long-term capital gains for federal income tax
purposes regardless of how long a shareholder has held shares of a Fund. The U.S. federal income
tax status of all distributions will be designated by a Fund and reported to its shareholders
annually. Losses realized on sales of Fund shares held six months or less will be treated as a
long-term capital loss to the extent of any long-term capital gain distributions received by the
shareholder. Distributions are taxable in the year they are paid, whether they are taken in cash or
reinvested in additional shares, except that certain distributions declared in the last three
months of the year and paid in the following January are taxable as if paid on December 31 of the
year declared.
Taxability of Distributions to Individuals and Other Noncorporate Shareholders (taxable years
beginning in 2007)
|
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|
Tax Rate for |
|
Tax Rate for |
Type of Distribution |
|
15% Bracket or lower |
|
25% Bracket or above |
Income Dividends |
|
ordinary income rate |
|
ordinary income rate |
Short-term Capital Gains |
|
ordinary income rate |
|
ordinary income rate |
Long-term Capital Gains |
|
|
5 |
% |
|
|
15 |
% |
Qualified Dividend Income |
|
|
5 |
% |
|
|
15 |
% |
Investment income received by each Fund from sources within foreign countries may be subject to
foreign income taxes withheld at the source. The U.S. has entered into tax treaties with many
foreign countries that generally entitle each Fund to a reduced rate of tax or exemption from tax
on such income. It is impossible to determine the effective rate of foreign tax in advance since
the amount of a
36
Funds assets to be invested within various countries will fluctuate and the extent to which tax
refunds will be recovered is uncertain. Each Fund intends to operate so as to qualify for
treaty-reduced tax rates where applicable.
To the extent that a Fund is liable for foreign income taxes, the Fund may make an election under
the Code to pass through to the Funds shareholders foreign income taxes paid, but there can be
no assurance that the Fund will be able to do so. If this election is made, shareholders will
generally be able to claim a credit or deduction on their federal income tax returns for, and will
be required to treat as part of the amounts distributed to them, their pro rata portion of the
income taxes paid by the Fund to foreign countries (which taxes relate primarily to investment
income). The shareholders of the Fund may claim a credit by reason of the Funds election, subject
to certain limitations imposed by the Code. Also, under the Code, no deduction for foreign taxes
may be claimed by individual shareholders who do not elect to itemize deductions on their federal
income tax returns, although such a shareholder may be able to claim a credit for foreign taxes
paid and in any event will be treated as having taxable income in the amount of the shareholders
pro rata share of foreign taxes paid by the Fund. If a Fund does not make such an election, the
foreign taxes paid by the Fund will reduce the Funds net investment income.
Buying a Distribution. A distribution paid after an investor purchases shares in a Fund will reduce
the net asset value of the shares by the amount of the dividend or distribution, but such dividend
or distribution nevertheless will be taxable to such shareholder even if it represents a return of
a portion of the shareholders investment.
Backup Withholding. A Fund may be required to withhold federal income tax (backup withholding) at
a 28% rate from dividends, capital gain distributions and redemption proceeds paid to certain
shareholders. Backup withholding may be required if:
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An investor fails to furnish the Fund with the investors properly certified social
security or other tax identification number; |
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An investor fails to properly certify that the investors tax identification number is
correct or that the investor is not subject to backup withholding due to the under reporting
of certain income; or |
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The Internal Revenue Service (IRS) informs the Fund that the investors tax
identification number is incorrect. |
Taxation of Non-U.S. Shareholders. Non-U.S. shareholders, including shareholders who, with respect
to the U.S., are nonresident aliens, may be subject to U.S. withholding tax on certain
distributions at a rate of 30% or such lower rates as may be prescribed by an applicable treaty.
However, effective for taxable years of a Fund beginning before January 1, 2008, a Fund will
generally not be required to withhold tax on any amounts paid to a non-U.S. person with respect to
dividends attributable to qualified short-term gain (i.e., the excess of net short-term capital
gain over net long-term capital loss) designated as such by the Fund and dividends attributable to
certain U.S. source interest income that would not be subject to federal withholding tax if earned
directly by a non-U.S. person, provided such amounts are properly designated by the Fund.
Certifications of federal income tax status are contained in the application that should be
completed and returned when opening an account. Each Fund must promptly pay to the IRS all amounts
withheld. Therefore, it is usually not possible for a Fund to reimburse a shareholder for amounts
withheld. A shareholder may, however, claim the amount withheld as a credit on the shareholders
federal income tax return, provided certain information is provided to the IRS.
The foregoing discussion of U.S. federal income taxation is only a general summary. It is not
intended to be a full discussion of all federal income tax laws and their effect on shareholders.
Shareholders should consult their tax advisors as to the federal, state, local or foreign tax
consequences of ownership of any Fund shares before making an investment in a Fund.
37
For More Information
More information on these Funds is available without charge, upon request, including the following:
Annual/Semi-Annual Reports
Additional information about the Funds investments is available in the Funds annual and
semi-annual reports to shareholders. In the Funds annual report, you will find a letter from the
Adviser discussing recent market conditions, economic trends and Fund strategies that significantly
affected the Funds performance during the Funds last fiscal period.
Statement of Additional Information (SAI)
The SAI provides more details about each Fund and its policies. A current SAI is on file with the
SEC and is incorporated by reference.
To Obtain Information:
By Telephone
Call 1-800-560-6111
By Mail
Write to:
Driehaus Mutual Funds
P.O. Box 9817
Providence, RI 02940
On the Internet
Text-only versions of Fund documents, including the SAI, annual and semi-annual reports can be
viewed online or downloaded without charge from:
www.driehaus.com or the SEC at
http://www.sec.gov.
You can also obtain copies by visiting the SECs Public Reference Room in Washington, DC
(1-202-551-5850) or by sending your request by email to publicinfo@sec.gov or to the SECs Public
Reference Section, Washington, DC 20549 (a duplicating fee is charged).
© 2008, Driehaus Mutual Funds
1940 Act File No. 811-07655
Statement of Additional Information Dated May _, 2008
DRIEHAUS MUTUAL FUNDS
25 East Erie Street
Chicago, Illinois 60611
1-800-560-6111
DRIEHAUS INTERNATIONAL DISCOVERY FUND
DRIEHAUS EMERGING MARKETS GROWTH FUND
DRIEHAUS INTERNATIONAL EQUITY YIELD FUND
DRIEHAUS INTERNATIONAL SMALL CAP GROWTH FUND
This Statement of Additional Information (SAI) is not a prospectus, but provides additional
information that should be read in conjunction with the Funds prospectus dated May _, 2008 and any
supplements thereto (Prospectus). The Prospectus may be obtained at no charge by calling
1-800-560-6111.
TABLE OF CONTENTS
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The financial statements for the Driehaus International Discovery Fund, Driehaus Emerging Markets
Growth Fund, Driehaus International Equity Yield Fund and Driehaus International Small Cap Growth
Fund appearing in the combined Annual Report to Shareholders for the fiscal year ended December 31,
2007 have been audited by [ ], independent registered public accounting firm, and are
incorporated herein by reference.
1
GENERAL INFORMATION AND HISTORY
Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus
International Equity Yield Fund and Driehaus International Small Cap Growth Fund (individually, a
Fund and collectively, the Funds) are each a series of Driehaus Mutual Funds (the Trust), an
open-end management investment company. Driehaus Capital Management LLC (DCM or the Adviser)
provides management and investment advisory services to each Fund. The Trust is a Delaware
statutory trust organized under an Agreement and Declaration of Trust (Declaration of Trust)
dated May 31, 1996, as subsequently amended. The Trust or a Fund may be terminated (i) by the
affirmative vote of at least two-thirds of the outstanding shares of the Trust (or Fund) at any
meeting of shareholders, or (ii) by an instrument in writing, without a meeting, signed by a
majority of the Trustees and consented to by at least two-thirds of the outstanding shares, or
(iii) by the Trustees by written notice to shareholders. The Trust may issue an unlimited number
of shares, in one or more series or classes as its Board of Trustees (the Board) may authorize.
The Driehaus Emerging Markets Growth Fund commenced operations on December 31, 1997 and the
Driehaus International Discovery Fund commenced operations on December 31, 1998. After succeeding
to the assets of the Driehaus Global Equity Yield, L.P., the Driehaus International Equity Yield
Fund commenced operations on April 2, 2007. After succeeding to the assets of the Driehaus
International Opportunities Fund, L.P., the Driehaus International Small Cap Growth Fund commenced
operations on September 17, 2007.
Each share of a Fund is entitled to participate pro rata in any dividends and other distributions
declared by the Board on shares of that series, and all shares of a Fund have equal rights in the
event of liquidation of that series.
As a statutory trust, the Trust is not required to hold annual shareholder meetings. However,
special meetings may be called for purposes such as electing or removing Trustees, changing
fundamental policies, or approving an investment advisory contract. If requested to do so by the
holders of at least 10% of the Trusts outstanding shares, the Trust will call a special meeting
for the purpose of voting upon the question of removal of a Trustee or Trustees and will assist in
the communication with other shareholders as if the Trust were subject to Section 16(c) of the
Investment Company Act of 1940, as amended (the 1940 Act). All shares of all series of the Trust
are voted together in the election of Trustees. On any other matter submitted to a vote of
shareholders, shares are voted in the aggregate and not by an individual Fund, except that shares
are voted by an individual Fund when required by the 1940 Act or other applicable law, or when the
Board determines that the matter affects only the interests of one Fund, in which case shareholders
of the unaffected Fund are not entitled to vote on such matters.
PORTFOLIO INVESTMENTS AND RISK CONSIDERATIONS
General Investment Risks
As with all investments, at any given time the value of your shares in the Fund(s) may be worth
more or less than the price you paid. The value of your shares depends on the value of the
individual securities owned by the Funds which will go up and down depending on the performance of
the company that issued the security, general market and economic conditions, and investor
confidence. In addition, the market for securities generally rises and falls over time, usually in
cycles. During any particular cycle, an investment style may be in or out of favor. If the market
is not favoring the Funds style, the Funds gains may not be as big as, or its losses may be
larger than, those of other equity funds using different investment styles.
2
Foreign Securities
The Funds invest primarily in foreign securities, which may entail a greater degree of risk
(including risks relating to exchange rate fluctuations, taxes or expropriation of assets) than
investments in securities of domestic issuers. The Funds may also purchase foreign securities in
the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs) or other securities representing underlying shares of foreign issuers.
Positions in these securities are not necessarily denominated in the same currency as the common
stocks into which they may be converted. ADRs are receipts typically issued by an American bank or
trust company evidencing ownership of the underlying securities. EDRs and GDRs are European
receipts evidencing a similar arrangement. Generally, ADRs are designed for the U.S. securities
markets and EDRs and GDRs are designed for use in European and other foreign securities markets.
The Funds may invest in sponsored or unsponsored ADRs. In the case of an unsponsored ADR, each Fund
is likely to bear its proportionate share of the expenses of the depository and it may have greater
difficulty in receiving shareholder communications than it would have with a sponsored ADR.
With respect to equities that are issued by foreign issuers or denominated in foreign currencies,
each Funds investment performance is affected by the strength or weakness of the U.S. dollar
against these currencies. For example, if the dollar falls in value relative to the Japanese yen,
the dollar value of a yen-denominated stock held in a Fund will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in value relative to the yen, the dollar
value of the yen-denominated stock will fall. (See discussion of transaction hedging and portfolio
hedging under Currency Exchange Transactions.)
Risks. Investors should understand and consider carefully the risks involved in foreign investing.
Investing in foreign securities and positions which are generally denominated in foreign
currencies, and utilization of forward currency contracts, involve certain considerations
comprising both risks and opportunities not typically associated with investing in U.S. securities.
These considerations include: fluctuations in exchange rates of foreign currencies; possible
imposition of exchange control regulation or currency restrictions that would prevent cash from
being brought back to the United States; less public information with respect to issuers of
securities; less governmental supervision of stock exchanges, securities brokers and issuers of
securities; lack of uniform accounting, auditing and financial reporting standards; lack of uniform
settlement periods and trading practices; less liquidity and frequently greater price volatility in
foreign markets than in the United States; possible imposition of foreign taxes; investment in
securities of companies in developing as well as developed countries; and sometimes less
advantageous legal, operational and financial protections applicable to foreign subcustodial
arrangements.
Although the Funds will try to invest in companies and governments of countries having stable
political environments, there is the possibility of expropriation or confiscatory taxation, seizure
or nationalization of foreign bank deposits or other assets, establishment of exchange controls,
the adoption of foreign government restrictions, or other adverse political, social or diplomatic
developments that could affect investment in these nations.
Currency Exchange Transactions. Currency exchange transactions may be conducted either through
forward currency contracts (forward currency contracts) or on a spot (i.e., cash) basis at the
spot rate for purchasing currency prevailing in the foreign exchange market. Forward currency
contracts are contractual agreements to purchase or sell a specified currency at a specified future
date (or within a specified time period) and price set at the time of the contract. Forward
currency contracts are usually entered into with banks and broker-dealers, are not exchange traded
and are usually for less than one year, but may be renewed.
3
Forward currency transactions may involve currencies of the different countries in which the Funds
may invest and serve as hedges against possible variations in the exchange rate between these
currencies. Each Funds currency transactions are limited to transaction hedging and portfolio
hedging involving either specific transactions or portfolio positions, except to the extent
described under Synthetic Foreign Money Market Positions. Transaction hedging is the purchase or
sale of forward currency contracts with respect to specific receivables or payables of each Fund
accruing in connection with settlement of the purchase and sale of its portfolio securities.
Portfolio hedging is the use of forward currency contracts with respect to portfolio security
positions denominated or quoted in a particular currency. Portfolio hedging allows the Adviser to
limit or reduce exposure in a foreign currency by entering into a forward contract to sell such
foreign currency (or another foreign currency that acts as a proxy for that currency) so that the
U.S. dollar value of certain underlying foreign portfolio securities can be approximately matched
by an equivalent U.S. dollar liability. No Fund may engage in portfolio hedging with respect to
the currency of a particular country to an extent greater than the aggregate market value (at the
time of making such sale) of the securities held in its portfolio denominated or quoted in that
particular currency, except that each Fund may hedge all or part of its foreign currency exposure
through the use of a basket of currencies or a proxy currency where such currency or currencies act
as an effective proxy for other currencies. In such a case, each Fund may enter into a forward
contract where the amount of the foreign currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging technique may be more efficient and
economical than entering into separate forward currency contracts for each currency held in each
Fund. The Funds may not engage in speculative currency exchange transactions.
At the maturity of a forward contract to deliver a particular currency, each Fund may either sell
the portfolio security related to such contract and make delivery of the currency, or retain the
security and either acquire the currency on the spot market or terminate its contractual obligation
to deliver the currency by purchasing an offsetting contract with the same currency trader
obligating it to purchase on the same maturity date the same amount of the currency.
It is impossible to forecast with absolute precision the market value of portfolio securities at
the expiration of a forward contract. Accordingly, it may be necessary for a Fund to purchase
additional currency on the spot market (and bear the expense of such purchase) if the market value
of the security is less than the amount of currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the currency. Conversely, it may be
necessary to sell on the spot market some of the currency received upon the sale of the portfolio
security if its market value exceeds the amount of currency a Fund is obligated to deliver.
If a Fund retains the portfolio security and engages in an offsetting transaction, the Fund will
incur a gain or a loss to the extent that there has been movement in forward contract prices. If a
Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to
sell the currency. Should forward prices decline during the period between the Funds entering into
a forward contract for the sale of a currency and the date it enters into an offsetting contract
for the purchase of the currency, the Fund will realize a gain to the extent the price of the
currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should
forward prices increase, the Fund will suffer a loss to the extent the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell. A default on the
contract would deprive the Fund of unrealized profits or force the Fund to cover its commitments
for purchase or sale of currency, if any, at the current market price.
Hedging against a decline in the value of a currency does not eliminate fluctuations in the prices
of portfolio securities or prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value of the hedged currency should
rise. Moreover, it may not be possible for a Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able
4
to contract to sell the currency at a price above the devaluation level it anticipates. The cost to
a Fund of engaging in currency exchange transactions varies with such factors as the currency
involved, the length of the contract period and prevailing market conditions. Since currency
exchange transactions are usually conducted on a principal basis, no fees or commissions are
involved.
Synthetic Foreign Money Market Positions. Each Fund may invest in money market instruments
denominated in foreign currencies. In addition to, or in lieu of, such direct investment, each Fund
may construct a synthetic foreign money market position by (a) purchasing a money market instrument
denominated in one currency, generally U.S. dollars, and (b) concurrently entering into a forward
contract to deliver a corresponding amount of that currency in exchange for a different currency on
a future date and at a specified rate of exchange. For example, a synthetic money market position
in Japanese yen could be constructed by purchasing a U.S. dollar money market instrument, and
entering concurrently into a forward contract to deliver a corresponding amount of U.S. dollars in
exchange for Japanese yen on a specified date and at a specified rate of exchange. Because of the
availability of a variety of highly liquid short-term U.S. dollar money market instruments, a
synthetic money market position utilizing such U.S. dollar instruments may offer greater liquidity
than direct investment in foreign currency money market instruments. The result of a direct
investment in a foreign currency and a concurrent construction of a synthetic position in such
foreign currency, in terms of both income yield and gain or loss from changes in currency exchange
rates, should, in general, be similar, but would not be identical because the components of the
alternative investments would not be identical.
Except to the extent a synthetic foreign money market position consists of a money market
instrument denominated in a foreign currency, a synthetic foreign money market position shall not
be deemed a foreign security for purposes of the policy that, under normal circumstances, the
Driehaus International Discovery Fund will invest at least 65% of its total assets in at least
three countries other than the United States, or for the purposes of the policy that the Driehaus
Emerging Markets Growth Fund will invest at least 65% of its total assets in emerging markets
companies.
Lending of Portfolio Securities
Subject to restriction (3) under Investment Restrictions in this SAI, each Fund may lend its
portfolio securities to broker-dealers and banks. Any such loan must be continuously secured by
collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to
the market value of the securities loaned by that Fund. Each Fund would continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities loaned, and would also
receive an additional return that may be in the form of a fixed fee or a percentage of the
collateral. The Fund would have the right to call the loan and obtain the securities loaned at any
time on notice of not more than five business days. The Fund would not have the right to vote the
securities during the existence of the loan, but would call the loan to permit voting of the
securities if, in the Advisers judgment, a material event requiring a shareholder vote would
otherwise occur before the loan was repaid. In the event of bankruptcy or other default of the
borrower, the Fund could experience both delays in liquidating the loan collateral or recovering
the loaned securities and losses, including (a) possible decline in the value of the collateral or
in the value of the securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income during this period,
and (c) expenses of enforcing its rights.
Repurchase Agreements
Each Fund may invest in repurchase agreements, provided that it will not invest more than 15% of
net assets in repurchase agreements maturing in more than seven days as well as any other illiquid
securities. A repurchase agreement is a sale of securities to the Fund in which the seller agrees
to repurchase the
5
securities at a higher price, which includes an amount representing interest on the purchase price
within a specified time. In the event of bankruptcy of the seller, the Fund could experience both
losses and delays in liquidating its collateral.
Warrants
The Funds may purchase warrants, which are instruments that give holders the right, but not the
obligation, to buy shares of a company at a given price during a specified period. Warrants are
generally sold by companies intending to issue stock in the future, or by those seeking to raise
cash by selling shares held in reserve.
Short Sales
The Funds may make short sales against the box. In a short sale, a Fund sells a borrowed
security and is required to return the identical security to the lender. A short sale against the
box involves the sale of a security with respect to which the Fund already owns an equivalent
security in kind and amount. A short sale against the box enables each Fund to obtain the current
market price of a security that it desires to sell but is unavailable for settlement.
Rule 144A Securities
The Funds may purchase securities that have been privately placed but are eligible for purchase and
sale under Rule 144A under the Securities Act of 1933, as amended (the 1933 Act). Rule 144A
permits certain qualified institutional buyers, such as the Funds, to trade in privately placed
securities that have not been registered for sale under the 1933 Act. The Adviser, under the
supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid
and thus subject to each Funds restriction of investing no more than 15% of its net assets in
illiquid securities. In determining whether a Rule 144A security is liquid or not, the Adviser will
consider the trading markets for the specific security, taking into account the unregistered nature
of a Rule 144A security. In addition, the Adviser will consider the (1) frequency of trades and
quotes, (2) number of dealers and potential purchasers, (3) dealer undertakings to make a market,
and (4) nature of the security and of marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of transfer). The liquidity of Rule
144A securities will be monitored. Investing in Rule 144A securities could have the effect of
increasing the amount of a Funds assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
Line of Credit
Subject to restriction (4) under Investment Restrictions in this SAI, the Trust has established a
line of credit with a major bank in order to permit borrowing on a temporary basis to meet share
redemption requests in circumstances in which temporary borrowing may be preferable to liquidation
of portfolio securities. Currently the line of credit is available to each Fund.
Portfolio Turnover
Portfolio turnover rate is commonly measured by dividing the lesser of total purchases or sales for
the period under consideration by the average portfolio value (i.e., the cumulative total
investment in the account at the end of each month, divided by the number of months under
consideration).
6
Derivatives
Consistent with its objective, each Fund may invest in a broad array of financial instruments and
securities, commonly known as derivatives. (For these purposes, forward currency contracts are not
considered derivatives.) The Funds may enter into conventional exchange-traded and
nonexchange-traded options, futures contracts, futures options, swaps and similar transactions,
such as caps, floors and collars, involving or relating to currencies, securities, interest rates,
prices or other items. In each case, the value of the instrument or security is derived from the
performance of an underlying asset or a benchmark, such as a security, an index, an interest rate
or a currency.
Derivatives are most often used to manage investment risk or to create an investment position
indirectly because they are more efficient or less costly than direct investment that cannot be
readily established directly due to portfolio size, cash availability or other factors. They also
may be used in an effort to enhance portfolio returns.
The successful use of derivatives depends on the Advisers ability to correctly predict changes in
the levels and directions of movements in currency exchange rates, security prices, interest rates
and other market factors affecting the derivative itself or the value of the underlying asset or
benchmark. In addition, correlations in the performance of an underlying asset to a derivative may
not be well established. Finally, privately negotiated and over-the-counter derivatives may not be
as well regulated and may be less marketable than exchange-traded derivatives.
The Funds may use equity linked certificates/notes/swaps (all derivatives) to further their
investment objectives. The Funds have purchased participation notes. In buying such derivatives,
the Funds could be purchasing bank debt instruments, swaps or certificates that vary in value based
on the value of the underlying benchmark security. The Funds buying such derivative instruments are
subject to the risk of the inability or refusal to perform of the counterparties to the
transaction.
A swap transaction is an individually negotiated, nonstandardized agreement between two parties to
exchange cash flows (and sometimes principal amounts) measured by different interest rates,
exchange rates, indices or prices, with payments generally calculated by reference to a principal
(notional) amount or quantity. In general, swaps are agreements pursuant to which a Fund
contracts with a bank or a broker/dealer to receive a return based on or indexed to the performance
of an individual security or a basket of securities. A Fund usually will enter into swaps on a net
basis, i.e., the two payment streams are netted out in a cash settlement on the payment date or
dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the
net amount of the two payments. The Adviser and the Funds believe such obligations do not
constitute senior securities under the 1940 Act, and, accordingly, will not treat them as being
subject to its borrowing restrictions. Swap contracts are not traded on exchanges; rather, banks
and dealers act as principals in these markets. As a result, a Fund will be subject to the risk of
the inability or refusal to perform with respect to such contracts on the part of the
counterparties with which the Fund trades. If there is a default by a counterparty, a Fund may have
contractual remedies pursuant to the agreements related to the transaction. The swap market is
generally not regulated by any government authority. Participants in the swap markets are not
required to make continuous markets in the swap contracts they trade.
The Funds intend to use interest rate, currency and index swaps as hedges and not as speculative
investments and will not sell interest rate caps or floors where it does not own securities or
other instruments providing the income stream a Fund may be obligated to pay. Interest rate swaps
involve the exchange by a Fund with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash flows on a notional
amount of two or more currencies
7
based on the relative value differential among them. An index swap is an agreement to swap cash
flows on a notional amount based on changes in the values of the reference indices. The purchase of
a cap entitles the purchaser to receive payments on a notional principal amount from the party
selling such cap to the extent that a specified index exceeds a predetermined interest rate or
amount. The purchase of a floor entitles the purchaser to receive payments on a notional principal
amount from the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a floor that
preserves a certain return within a predetermined range of interest rates or values.
With respect to swaps, a Fund will accrue the net amount of the excess, if any, of its obligations
over its entitlements with respect to each swap on a daily basis and will earmark or segregate an
amount of cash or liquid securities having a value equal to the accrued excess. Caps, floors and
collars require segregation of assets with a value equal to the Funds net obligation, if any.
Options on Securities and Indexes. The Funds may purchase and sell put options and call options on
securities, indexes or foreign currencies in standardized contracts traded on recognized securities
exchanges, boards of trade or similar entities, or quoted on Nasdaq. The Funds may purchase
agreements, sometimes called cash puts, that may accompany the purchase of a new issue of bonds
from a dealer.
An option on a security (or index) is a contract that gives the purchaser (holder) of the option,
in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the
option the security underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option (normally not exceeding nine months). The writer of
an option on an individual security or on a foreign currency has the obligation upon exercise of
the option to deliver the underlying security or foreign currency upon payment of the exercise
price or to pay the exercise price upon delivery of the underlying security or foreign currency.
Upon exercise, the writer of an option on an index is obligated to pay the difference between the
cash value of the index and the exercise price multiplied by the specified multiplier for the index
option. (An index is designed to reflect specified facets of a particular financial or securities
market, a specific group of financial instruments or securities, or certain economic indicators.)
A Fund will write call options and put options only if they are covered. For example, in the case
of a call option on a security, the option is covered if the Fund owns the security underlying
the call or has an absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash equivalents in such
amount are earmarked or held in a segregated account by its custodian) upon conversion or exchange
of other securities held in its portfolio.
If an option written by a Fund expires, the Fund realizes a capital gain equal to the premium
received at the time the option was written. If an option purchased by a Fund expires, the Fund
realizes a capital loss equal to the premium paid.
Prior to the earlier of exercise or expiration, an option may be closed out by an offsetting
purchase or sale of an option of the same series (type, exchange, underlying security or index,
exercise price, and expiration). There can be no assurance, however, that a closing purchase or
sale transaction can be effected when a Fund desires.
A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing
option is less than the premium received from writing the option, or, if it is more, a Fund will
realize a capital loss. If the premium received from a closing sale transaction is more than the
premium paid to purchase the option, a Fund will realize a capital gain, or, if it is less, a Fund
will realize a capital loss. The principal
8
factors affecting the market value of a put or a call option include supply and demand, interest
rates, the current market price of the underlying security or index in relation to the exercise
price of the option, the volatility of the underlying security or index and the time remaining
until the expiration date.
A put or call option purchased by a Fund is an asset of the Fund, valued initially at the premium
paid for the option. The premium received for an option written by a Fund is recorded as a deferred
credit. The value of an option purchased or written is marked-to-market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an exchange or no closing
price is available, at the mean between the last bid and asked prices.
There are several risks associated with transactions in options. For example, there are significant
differences between the securities markets, the currency markets, and the options markets that
could result in an imperfect correlation between these markets, causing a given transaction not to
achieve its objectives. A decision as to whether, when and how to use options involves the exercise
of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree
because of market behavior or unexpected events.
There can be no assurance that a liquid market will exist when a Fund seeks to close out an option
position. If a Fund were unable to close out an option that it had purchased on a security, it
would have to exercise the option in order to realize any profit or the option would expire and
become worthless. If a Fund were unable to close out a covered call option that it had written on a
security, it would not be able to sell the underlying security until the option expired. As the
writer of a covered call option on a security, a Fund foregoes, during the options life, the
opportunity to profit from increases in the market value of the security covering the call option
above the sum of the premium and the exercise price of the call.
If trading were suspended in an option purchased or written by a Fund, the Fund would not be able
to close out the option. If restrictions on exercise were imposed, a Fund might be unable to
exercise an option it has purchased.
Futures Contracts and Options on Futures Contracts. The Funds may use interest rate futures
contracts, index futures contracts, and foreign currency futures contracts. An interest rate, index
or foreign currency futures contract provides for the future sale by one party and purchase by
another party of a specified quantity of a financial instrument or the cash value of an
index1 at a specified price and time. A public market exists in futures contracts
covering a number of indexes (including, but not limited to, the Standard & Poors 500®
Index, the Value Line Composite Index, and the New York Stock Exchange Composite Index), as well as
financial instruments (including, but not limited to, U.S. Treasury bonds, U.S. Treasury notes,
Eurodollar certificates of deposit, and foreign currencies). Other index and financial instrument
futures contracts are available and it is expected that additional futures contracts will be
developed and traded.
The Funds may purchase and write call and put futures options. Futures options possess many of the
same characteristics as options on securities, indexes and foreign currencies (discussed above). A
futures option gives the holder the right, in return for the premium paid, to assume a long
position (call) or short position (put) in a futures contract at a specified exercise price at any
time during the period of the option. Upon exercise of a call option, the holder acquires a long
position in the futures contract and the writer is assigned the opposite short position. In the
case of a put option, the opposite is true. A Fund might, for example, use futures contracts to
hedge against or gain exposure to fluctuations in the general level of
|
|
|
1 |
|
A futures contract on an index is an agreement pursuant
to which two parties agree to take or make delivery of an amount of cash equal
to the difference between the value of the index at the close of the last
trading day of the contract and the price at which the index contract was
originally written. Although the value of a securities index is a function of
the value of certain specified securities, no physical delivery of those
securities is made. |
9
stock prices, anticipated changes in interest rates or currency fluctuations that might adversely
affect either the value of the Funds securities or the price of the securities that the Fund
intends to purchase. Although other techniques could be used to reduce or increase a Funds
exposure to stock price, interest rate and currency fluctuations, a Fund may be able to achieve its
exposure more effectively and perhaps at a lower cost by using futures contracts and futures
options.
The Funds will only enter into futures contracts and futures options that are standardized and
traded on an exchange, board of trade or similar entity, or quoted on an automated quotation
system.
The success of any futures transaction depends on the Adviser correctly predicting changes in the
level and direction of stock prices, interest rates, currency exchange rates and other factors.
Should those predictions be incorrect, a Funds return might have been better had the transaction
not been attempted; however, in the absence of the ability to use futures contracts, the Adviser
might have taken portfolio actions in anticipation of the same market movements with similar
investment results but, presumably, at greater transaction costs.
When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit
with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. government
securities or other securities acceptable to the broker (initial margin). The margin required for
a futures contract is set by the exchange on which the contract is traded and may be modified
during the term of the contract. The initial margin is in the nature of a performance bond or good
faith deposit on the futures contract, which is returned to a Fund upon termination of the
contract, assuming all contractual obligations have been satisfied. The Funds expect to earn
interest income on their initial margin deposits. A futures contract held by a Fund is valued daily
at the official settlement price of the exchange on which it is traded. Each day a Fund pays or
receives cash, called variation margin, equal to the daily change in value of the futures
contract. This process is known as marking-to-market. Variation margin paid or received by a
Fund does not represent a borrowing or loan by the Fund but is instead settlement between the Fund
and the broker of the amount one would owe the other if the futures contract had expired at the
close of the previous day. In computing daily net asset value, each Fund will mark-to-market its
open futures positions.
Each Fund is also required to deposit and maintain margin with respect to put and call options on
futures contracts written by it. Such margin deposits will vary depending on the nature of the
underlying futures contract (and the related initial margin requirements), the current market value
of the option and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the underlying securities,
usually these obligations are closed out prior to delivery by offsetting purchases or sales of
matching futures contracts (same exchange, underlying security or index and delivery month). If an
offsetting purchase price is less than the original sale price, a Fund realizes a capital gain, or
if it is more, a Fund realizes a capital loss. Conversely, if an offsetting sale price is more than
the original purchase price, a Fund realizes a capital gain, or if it is less, a Fund realizes a
capital loss. The transaction costs must also be included in these calculations.
There are several risks associated with the use of futures contracts and futures options. A
purchase or sale of a futures contract may result in losses in excess of the amount invested in the
futures contract. In trying to increase or reduce market exposure, there can be no guarantee that
there will be a correlation between price movements in the futures contract and in the portfolio
exposure sought. In addition, there are significant differences between the securities and futures
markets that could result in an imperfect correlation between the markets, causing a given
transaction not to achieve its objectives. The degree of imperfection of correlation depends on
circumstances such as variations in speculative market demand for
10
futures, futures options and the related securities, including technical influences in futures and
futures options trading and differences between the securities markets and the securities
underlying the standard contracts available for trading. For example, in the case of index futures
contracts, the composition of the index, including the issuers and the weighting of each issue, may
differ from the composition of a Funds portfolio, and, in the case of interest rate futures
contracts, the interest rate levels, maturities and creditworthiness of the issues underlying the
futures contract may differ from the financial instruments held in a Funds portfolio. A decision
as to whether, when and how to use futures contracts involves the exercise of skill and judgment,
and even a well-conceived transaction may be unsuccessful to some degree because of market behavior
or unexpected stock price or interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices
during a single trading day. The daily limit establishes the maximum amount that the price of a
futures contract may vary either up or down from the previous days settlement price at the end of
the current trading session. Once the daily limit has been reached in a futures contract subject to
the limit, no more trades may be made on that day at a price beyond that limit. The daily limit
governs only price movements during a particular trading day and therefore does not limit potential
losses because the limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of positions and subjecting some
holders of futures contracts to substantial losses. Stock index futures contracts are not normally
subject to such daily price change limitations.
There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out
a futures or futures option position. The Fund would be exposed to possible loss on the position
during the interval of inability to close and would continue to be required to meet margin
requirements until the position is closed. In addition, many of the contracts discussed above are
relatively new instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.
Limitations on Options and Futures. If other options, futures contracts or futures options of
types other than those described herein are traded in the future, a Fund may also use those
investment vehicles, provided that the Board determines that their use is consistent with the
Funds investment objective.
When purchasing a futures contract or writing a put option on a futures contract, a Fund must
maintain with its custodian (or broker, if legally permitted) cash or cash equivalents (including
any margin) equal to the market value of such contract. When writing a call option on a futures
contract, a Fund similarly will maintain with its custodian cash or cash equivalents (including any
margin) equal to the amount by which such option is in-the-money until the option expires or is
closed out by the Fund.
A Fund may not maintain open short positions in futures contracts, call options written on futures
contracts or call options written on indexes if, in the aggregate, the market value of all such
open positions exceeds the current value of the securities in its portfolio, plus or minus
unrealized gains and losses on the open positions, adjusted for the historical relative volatility
of the relationship between the portfolio and the positions. For this purpose, to the extent a Fund
has written call options on specific securities in its portfolio, the value of those securities
will be deducted from the current market value of the securities portfolio.
The Trust, on behalf of each Fund, has claimed an exemption from the definition of the term
commodity pool operator available to qualifying entities pursuant to Regulation 4.5 promulgated
by the Commodity Futures Trading Commission. Accordingly, the Funds are not subject to
registration or regulation as a commodity pool operator.
11
INVESTMENT RESTRICTIONS
Each Fund operates under the following fundamental investment restrictions, which, together with
the investment objective and fundamental policies, cannot be changed without the approval of a
majority of the outstanding voting securities, which is defined in the 1940 Act to mean the
lesser of (i) 67% of a Funds shares present at a meeting where more than 50% of the outstanding
shares are present in person or by proxy or (2) more than 50% of a Funds outstanding shares. Each
Fund may not:
(1) |
|
act as an underwriter of securities, except insofar as it may be deemed an underwriter for
purposes of the 1933 Act on disposition of securities acquired subject to legal or contractual
restrictions on resale; |
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(2) |
|
purchase or sell real estate (although it may purchase securities secured by real estate or
interests therein, or securities issued by companies which invest in real estate or interests
therein), commodities or commodity contracts, except that it may enter into (a) futures and
options on futures and (b) forward currency contracts; |
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(3) |
|
make loans, but this restriction shall not prevent the Fund from (a) buying a part of an
issue of bonds, debentures, or other obligations, (b) investing in repurchase agreements, or
(c) lending portfolio securities, provided that it may not lend securities if, as a result,
the aggregate value of all securities loaned would exceed 33 1/3% of its total assets (taken
at market value at the time of such loan); |
|
(4) |
|
borrow, except that it may (a) borrow up to 33 1/3% of its total assets, taken at market
value at the time of such borrowing, as a temporary measure for extraordinary or emergency
purposes, but not to increase portfolio income (the total of reverse repurchase agreements and
such borrowings will not exceed 33 1/3% of its total assets, and the Fund will not purchase
additional securities when its borrowings, less proceeds receivable from sales of portfolio
securities, exceed 5% of its total assets) and (b) enter into transactions in options, futures
and options on futures; |
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(5) |
|
invest in a security if 25% or more of its total assets (taken at market value at the time of
a particular purchase) would be invested in the securities of issuers in any particular
industry,2 except that this restriction does not apply to securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities; or |
|
(6) |
|
issue any senior security except to the extent permitted under the 1940 Act. |
Each Fund is also subject to the following nonfundamental restrictions and policies, which may be
changed by the Board without shareholder approval. Each Fund may not:
(1) |
|
invest in companies for the purpose of exercising control or management; |
|
(2) |
|
purchase, except for securities acquired as part of a merger, consolidation or acquisition of
assets, more than 3% of the stock of another investment company (valued at time of purchase); |
|
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2 |
|
For purposes of this investment restriction, each Fund
uses industry classifications contained in Institutional Brokers Estimate
System (I/B/E/S) Sector Industry Group Classification, published by I/B/E/S,
an institutional research firm. To the extent that categorization by I/B/E/S is
Miscellaneous or Other for an industry, the portfolio manager may change
the industry I/B/E/S classification to a more appropriate or specific industry. |
12
(3) |
|
mortgage, pledge or hypothecate its assets, except as may be necessary in connection with
permitted borrowings or in connection with options, futures and options on futures; |
|
(4) |
|
purchase securities on margin (except for use of short-term credits as are necessary for the
clearance of transactions), or sell securities short unless (i) the Fund owns or has the right
to obtain securities equivalent in kind and amount to those sold short at no added cost or
(ii) the securities sold are when issued or when distributed securities which the Fund
expects to receive in a recapitalization, reorganization or other exchange for securities the
Fund contemporaneously owns or has the right to obtain and provided that transactions in
options, futures and options on futures are not treated as short sales; and |
|
(5) |
|
invest more than 15% of its net assets (taken at market value at the time of a particular
investment) in illiquid securities, including repurchase agreements maturing in more than
seven days. |
If illiquid securities exceed 15% of a Funds net assets after the time of purchase, the Fund will
take steps to reduce in an orderly fashion its holdings of illiquid securities. Because illiquid
securities may not be readily marketable, the portfolio managers may not be able to dispose of them
in a timely manner. As a result, a Fund may be forced to hold illiquid securities while their
price depreciates. Depreciation in the price of illiquid securities may cause the net asset value
of a Fund to decline.
SELECTIVE DISCLOSURE OF THE FUNDS PORTFOLIO HOLDINGS
It is the policy of the Funds, DCM and Driehaus Securities LLC (DS LLC or the Distributor) that
non-public information about the Funds portfolio holdings (Portfolio Holdings) may not be
selectively disclosed to any person, unless the disclosure (a) is made for a legitimate business
purpose, (b) is made to a recipient who is subject to a duty to keep the information confidential,
including a duty not to trade on the basis of the Funds Portfolio Holdings (Authorized
Recipients), (c) is consistent with DCMs fiduciary duties as an investment adviser, the duties
owed by DS LLC as a broker-dealer to its customers or the duties owed by the Funds to their
shareholders and (d) will not violate the antifraud provisions of the federal securities laws. The
purpose of this policy is to prevent abusive trading in shares of the Funds, such as market timing,
and not other fraudulent practices, e.g., trading on inside information, that are addressed in
the Trusts, DCMs and DS LLCs Code of Ethics.
Authorized Recipients of Portfolio Holdings information are: (a) the Trusts officers and Trustees
in their capacity as such; (b) officers, directors or employees of DCM and DS LLC who need the
information to perform their duties; (c) outside counsel to the Trust, DCM or DS LLC and
independent Counsel to the Trusts independent Trustees in their capacity as such; (d) the
independent registered public accounting firm (the auditors) for the Funds, DCM or DS LLC; (e)
the auditors conducting the performance verifications for DCM, DS LLC and/or their affiliates; (f)
third-party broker-dealers in connection with the provision of brokerage, research or analytical
services to the Trust, DCM or DS LLC; (g) third party service providers to the Funds, DCM or DS
LLC, such as the Funds custodian; the Funds administrator and transfer agent; DCMs proxy-voting
service; the Funds pricing service; and best execution analysts retained to evaluate the quality
of executions obtained for the Funds, provided their contracts with the Funds, DCM and DS LLC
contain appropriate provisions protecting the confidentiality, and limiting the use, of the
information; (h) consultants and rating and ranking organizations that have entered into written
confidentiality agreements with the Trust, DCM or DS LLC appropriately limiting their use of the
information; and (i) such other Authorized Recipients as may be pre-approved from time to time by
DCMs Chief Executive Officer, President or General Counsel.
13
Authorized Recipients do not include, for example, members of the press or other communications
media, institutional investors and persons that are engaged in selling shares of the Funds to
customers, such as financial planners, broker-dealers or other intermediaries. However, the Funds,
DCM or DS LLC may make disclosure of a limited number of Portfolio Holdings, provided the Funds are
not disadvantaged by such disclosure and the disclosure is made for a legitimate business purpose.
The Funds will post Portfolio Holdings including top ten holdings 30 days after month-end.
Regional, sector and country weightings, performance and performance attribution will be posted as
soon as information is available after calendar quarter-end. All Portfolio Holdings information is
available at www.driehaus.com. Portfolio Holdings information is also available upon request after
the website posting and quarterly on Form N-Q or Form N-CSR. These filings are described below.
The Funds Portfolio Holdings posted on the website and in these filings may not represent current
or future portfolio composition and are subject to change without notice. Information on
particular Portfolio Holdings may be withheld if it is in a Funds best interest to do so.
DCM and DS LLC shall not agree to give or receive from any person or entity any compensation or
consideration of any kind (including an agreement to maintain assets in any portfolio or enter into
or maintain any other relationship with DCM or DS LLC) in connection with the release of a Funds
Portfolio Holdings.
DCMs General Counsel is responsible for reviewing the agreements between the Trust, DCM or DS LLC
and the third-party service providers, consultants, rating and ranking organizations and any
pre-approved Authorized Recipients, to seek to ensure that these agreements contain appropriate
confidentiality and limitations on use provisions. DCMs Director of Compliance is responsible for
monitoring compliance with the Funds pre-approval and disclosure restrictions. The Trusts
Treasurer, working with the Trusts counsel, is responsible for ensuring the accuracy and
completeness of the Prospectus and SAI disclosure requirements. The Trusts Chief Compliance
Officer will report to the Trusts Board at least annually on compliance by the Funds, DCM and DS
LLC with the policies and procedures on selective disclosure of the Funds Portfolio Holdings to
enable the Board to exercise its oversight of these policies and procedures.
The Funds Portfolio Holdings must be filed with the Securities and Exchange Commission (the SEC)
within 60 days of quarter end. The Portfolio Holdings are available on the Funds website at
www.driehaus.com within five business days after filing with the SEC and are available on the
website for at least six months from the posting date.
PURCHASES AND REDEMPTIONS
How to purchase and redeem Fund shares is discussed in the Prospectus. The Prospectus discloses
that you may purchase (or redeem) shares through investment dealers or other institutions. It is
the responsibility of any such institution to establish procedures insuring the prompt transmission
to the Funds of any such purchase order.
Each Funds net asset value is determined on days on which the New York Stock Exchange (the NYSE)
is open for trading. The NYSE is regularly closed on Saturdays and Sundays and on New Years Day,
Dr. Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day
(observed), Labor Day, Thanksgiving Day and Christmas Day (observed). If one of
14
these holidays falls on a Saturday or Sunday, the NYSE will be closed on the preceding Friday or
the following Monday, respectively.
The Trust intends to pay all redemptions in cash and will pay cash for all redemption orders,
limited in amount with respect to each shareholder of record during any ninety-day period to the
lesser of $250,000 or one percent of the net assets of the relevant Fund, as measured at the
beginning of such period. However, redemptions in excess of such limit may be paid wholly or partly
by a distribution in kind of exchange-traded securities. If redemptions are made in kind, the
proceeds are taxable in the same manner as a redemption for cash and the redeeming shareholder
might incur transaction costs in selling the securities received in the redemption.
The Trust reserves the right to suspend or postpone redemptions of shares of a Fund during any
period when: (a) trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed
for other than customary weekend and holiday closings; (b) the SEC has by order permitted such
suspension; or (c) an emergency, as determined by the SEC, exists, making disposal of portfolio
securities or valuation of net assets of a Fund not reasonably practicable.
NET ASSET VALUE
The net asset value per share of a Fund is calculated by dividing (i) the value of the securities
held by the Fund (i.e., the value of its investments), plus any cash or other assets, minus all
liabilities (including accrued estimated expenses on an annual basis), by (ii) the total number of
outstanding shares of the Fund. Investment securities, including ADRs, EDRs and GDRs, that are
traded on a stock exchange are valued at the last sale price as of the regular close of business on
the NYSE (normally 3:00 p.m. Central time) on the day the securities are being valued, or lacking
any sales, at either (a) the last bid prices or (b) the mean between the closing bid and asked
prices. Securities traded on Nasdaq will be valued at the Nasdaq official closing price. Other
over-the-counter securities are valued at the mean between the closing bid and asked prices. Net
asset value will not be determined on days when the NYSE is closed, unless, in the judgment of the
Board, the net asset value of a Fund should be determined on any such day, in which case the
determination will be made at 3:00 p.m. Central time.
In the event that the NYSE or the relevant national securities exchange adopts different trading
hours on a temporary basis, a Funds net asset value will be computed at the close of the exchange.
Trading in securities on most foreign securities exchanges and over-the-counter markets is normally
completed well before the close of the NYSE except securities trading primarily on Central and
South American exchanges. Such securities are valued at the last sale price as of the regular close
of the relevant exchange. For securities that trade primarily on an exchange that closes after the
NYSE, the price of the security will be determined at 3:00 p.m. Central time. In addition, foreign
securities trading may not take place on all business days and may occur in various foreign markets
on days which are not business days in domestic markets and on which net asset value is not
calculated. The calculation of net asset value may not take place contemporaneously with the
determination of the prices of portfolio securities used in such calculation. Events affecting the
values of portfolio securities that occur between the time their prices are determined and the
close of the NYSE will not be reflected in the calculation of net asset value unless the Adviser,
by or under the direction of the Boards Pricing Committee, deems that the particular event would
materially affect net asset value, in which case an adjustment will be made. Assets or liabilities
initially expressed in terms of foreign currencies are translated prior to the next determination
of the net asset value into U.S. dollars at the spot exchange rates at 3:00 p.m. Central time or at
such other rates as the Adviser may determine to be appropriate in computing net asset value.
15
Securities and assets for which market quotations are not readily available are valued at fair
value determined by the Advisers Pricing Committee pursuant to methodologies established in good
faith by the Board. If the Advisers Pricing Committee determines that the foregoing methods do not
accurately reflect current market value, securities and assets are valued at fair value as
determined in good faith by or under the direction of the Board or its Pricing Committee. The Funds
use an independent pricing service to provide fair value estimates for relevant foreign equity
securities on days when the U.S. market movement exceeds a certain threshold. This pricing service
uses correlations between the movement of prices of foreign equity securities and indexes of U.S.
traded securities and other indicators, such as closing prices of ADRs and futures contracts, to
determine the fair value of relevant foreign equity securities. Such valuations and procedures
will be reviewed periodically by the Board.
The Funds use independent pricing services approved by the Board. Unless priced in accordance with
the provisions of the prior paragraph, prices of equity securities provided by such services
represent the last sale price on the exchange where the security is primarily traded. Exchange
rates of currencies provided by such services are sourced, where possible, from multi-contributor
quotations. Normally, the rate will be based upon commercial interbank bid and offer quotes.
Representative rates are selected for each currency based upon the latest quotation taken from
contributors at short intervals prior to pricing. Prices of bonds by such services represent
evaluations of the mean between current bid and asked market prices, may be determined without
exclusive reliance on quoted prices and may reflect appropriate factors such as institution-size
trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue,
individual trading characteristics, indications of values from dealers and other market data. Such
services may use electronic data processing techniques and/or a matrix system to determine
valuations.
Long-term debt obligations are valued at the mean of representative quoted bid and asked prices for
such securities or, if such prices are not available, at prices for securities of comparable
maturity, quality and type; however, when the Adviser deems it appropriate, prices obtained for the
day of valuation from a bond pricing service will be used, as discussed below. Debt securities with
maturities of 60 days or less are valued (i) at amortized cost if their term to maturity from date
of purchase is less than 60 days, or (ii) by amortizing, from the 61st day prior to maturity, their
value on the 61st day prior to maturity if their term to maturity from date of purchase by a Fund
is more than 60 days, unless this is determined by the Board not to represent fair value.
Repurchase agreements are valued at cost plus accrued interest.
U.S. government securities are traded in the over-the-counter market and are valued at the mean
between the last available bid and asked prices, except that securities with a demand feature
exercisable within one to seven days are valued at par. Such valuations are based on quotations of
one or more dealers that make markets in the securities as obtained from such dealers, or on the
evaluation of a pricing service.
Options, futures contracts and options thereon, which are traded on exchanges, are valued at their
last sale or settlement price as of the close of such exchanges or, if no sales are reported, at
the mean between the last reported bid and asked prices. If an options or futures exchange closes
later than 3:00 p.m. Central time, the options or futures traded on it are valued based on the sale
price, or on the mean between the bid and ask prices, as the case may be, as of 3:00 p.m. Central
time.
16
TRUSTEES AND OFFICERS
The officers of the Trust manage its day-to-day operations under the direction of the Trusts
Board. The primary responsibility of the Board is to represent the interests of the shareholders of
each Fund and to provide oversight of the management of the Funds. Seventy-five percent of the
Trusts Board members are not affiliated with the Adviser or the Distributor. Each Trustee will
serve as a Trustee until (i) termination of the Trust, or (ii) the Trustees retirement,
resignation, or death, or (iii) as otherwise specified in the Trusts governing documents. Officers
of the Trust are elected by the Board on an annual basis. The following table sets forth certain
information with respect to the Trustees of the Trust. The Trustees oversee each series of the
Trust.
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Position(s) |
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Term of Office |
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Name, Address and |
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with the Held |
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and Length of |
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Principal Occupation(s) |
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Other Directorships |
Year of Birth |
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Trust |
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Time Served** |
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During Past 5 Years |
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Held by Trustee |
INTERESTED TRUSTEE:* |
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Richard H. Driehaus
25 East Erie Street
Chicago, IL 60611
YOB: 1942
|
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Trustee and
President
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Since 1996
|
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Chairman of the
Board of the
Adviser, the
Distributor and
Driehaus Capital
Management (USVI)
LLC (USVI); Chief
Investment Officer
and Portfolio
Manager of the
Adviser.
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Driehaus Enterprise
Management, Inc.;
Vintage Properties,
Inc.; Davies 53
Limited; The
Richard H. Driehaus
Foundation; The
Richard H. Driehaus
Museum; and Vue
Model Management,
Inc. |
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INDEPENDENT TRUSTEES: |
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A.R. Umans
c/o Driehaus
Capital Management
LLC
25 East Erie Street
Chicago, IL 60611
YOB: 1927
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Trustee and Chairman
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Since 1996
Since 2005
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Chairman of the
Board, Commerce
National Group
(investment
company) since
2005; Chairman of
the Board and Chief
Executive Officer,
RHC/Spacemaster
Corporation
(manufacturing
corporation) prior
thereto.
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Sinai Health System |
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Francis J. Harmon
c/o Driehaus
Capital Management
LLC
25 East Erie Street
Chicago, IL 60611
YOB: 1942
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Trustee
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Since 1998
|
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Principal Account
Executive Labor
Affairs, Blue Cross
and Blue Shield of
Illinois.
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None |
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Daniel F. Zemanek
c/o Driehaus
Capital Management
LLC
25 East Erie Street
Chicago, IL 60611
YOB: 1942
|
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Trustee
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Since 1996
|
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Retired; Senior
Vice President of
Sunrise
Development, Inc.
(senior living)
2003-2007;
Consultant, real
estate development,
August 1998 to
January 2003.
|
|
None |
|
|
|
|
* |
|
Mr. Driehaus is an interested person of the Trust, the Adviser and the Distributor, as defined
in the 1940 Act, because he is an officer of the Adviser and the Distributor. In addition, Mr.
Driehaus has a controlling interest in the Adviser and the Distributor. |
17
The following table sets forth certain information with respect to the advisory board member and
officers of the Trust.
|
|
|
|
|
|
|
|
|
Position(s) |
|
|
|
|
Name, Address and Year |
|
Held with the |
|
Length of |
|
Principal Occupation(s) During Past 5 |
of Birth |
|
Trust |
|
Time Served |
|
Years |
Arthur B. Mellin1
190 South LaSalle Street
Chicago, IL 60603
YOB: 1942
|
|
Advisory Board
Member
|
|
Since 1998
|
|
President of Mellin
Securities
Incorporated and
Mellin Asset
Management, Inc. |
|
|
|
|
|
|
|
|
Robert H. Gordon
25 East Erie Street
Chicago, IL 60611
YOB: 1961
|
|
Senior Vice President
|
|
Since 2006
|
|
President and Chief
Executive Officer
of Adviser,
Distributor and
USVI as of October
1, 2006; Advisor to
Adviser and
Distributor since
2006; Chief
Executive Officer,
Aris Capital
Management from
2003-2006.
President and Chief
Executive Officer
with Banc of
America Capital
Management from
1993-2003. |
|
|
|
|
|
|
|
Michelle L. Cahoon
25 East Erie Street
Chicago, IL 60611
YOB: 1966
|
|
Vice President and
Treasurer
|
|
Since 2006
Since 2002
|
|
Vice President,
Treasurer and Chief
Financial Officer
of the Adviser,
Distributor and
USVI since 2004;
Vice President and
Controller of the
Adviser since 2003;
Vice President,
Treasurer and
Controller of the
Distributor since
2003; Vice
President and
Treasurer of USVI
since 2003;
Controller of the
Adviser and the
Distributor since
2002; Manager with
Arthur Andersen LLP
from 1992-2002. |
|
|
|
|
|
|
|
Janet L. McWilliams
25 East Erie Street
Chicago, IL 60611
YOB: 1970
|
|
Chief Compliance
Officer and
Assistant Vice
President
|
|
Since 2006
Since 2007
|
|
Chief Compliance
Officer of the
Adviser and
Distributor since
2006; Senior
Attorney with the
Adviser since 2003;
Attorney with the
Adviser since 2000. |
|
|
|
|
|
|
|
Diane J. Drake
301 Bellevue Parkway
Wilmington, DE 19809
YOB: 1967
|
|
Secretary
|
|
Since 2006
|
|
Vice President and
Counsel, PFPC Inc.
(financial services
company) since
2008; Vice
President and
Associate Counsel,
PFPC Inc.
2003-2007; Deputy
Counsel, Turner
Investment Partners
from 2001 to 2003;
Associate,
Stradley, Ronon,
Stevens & Young LLP
(law firm) from
1998-2001. |
|
|
|
|
|
|
|
Kelly C. Dehler
25 East Erie Street
Chicago, IL 60611
YOB: 1961
|
|
Assistant Secretary
|
|
Since 2004
|
|
Assistant Secretary
of USVI since 2007;
Assistant Secretary
of the Adviser and
Distributor since
2006; Attorney with
the Adviser since
2004; Regulatory
Compliance Officer,
Allstate Financial
Services, LLC
(retail
broker-dealer) from
2003-2004;
Assistant Secretary
and Regulatory
Associate of the
Adviser from
2002-2003; Senior
Paralegal with the
Adviser from
2000-2002. |
18
|
|
|
|
|
|
|
|
|
Position(s) |
|
|
|
|
Name, Address and Year |
|
Held with the |
|
Length of |
|
Principal Occupation(s) During Past 5 |
of Birth |
|
Trust |
|
Time Served |
|
Years |
William Wallace III
301 Bellevue Parkway
Wilmington, DE 19809
YOB: 1969
|
|
Assistant Secretary
|
|
Since 2008
|
|
Assistant Vice
President and
Regulatory
Administration
Manager, PFPC Inc.
(financial services
company) since
March 2008; Sr.
Regulatory
Administrator, PFPC
Inc. from 2007 to
2008; Regulatory
Administrator, PFPC
Inc. from 2004 to
2007; Sr. Project
Specialist, PFPC
Inc. from 2000 to
2004. |
|
|
|
1 |
|
Mr. Driehaus and Mr. Mellin are brothers-in-law. |
Board Committees: The Trusts Board has the following committees:
Audit Committee. The Audit Committee makes recommendations regarding the selection of the
independent registered public accounting firm for the Funds, confers with the independent
registered public accounting firm regarding the Funds financial statements, the results of audits
and related matters, monitors each Funds accounting policies and internal control systems, and
performs such other tasks as the full Board deems necessary or appropriate. The Board has adopted a
written charter setting forth the Audit Committees responsibilities. The Audit Committee receives
annual representations from the independent registered public accounting firm as to its
independence. All independent Trustees serve as members of the Audit Committee. The Audit
Committee held four meetings during the Trusts last fiscal year.
Pricing Committee. The Pricing Committee reviews pricing procedures adopted by the Board,
determines fair value of the Funds securities as needed in accordance with the pricing procedures
and performs such other tasks as the full Board deems necessary. Richard H. Driehaus is the member
of the Pricing Committee. The Pricing Committee held [___] meetings during the Trusts last
fiscal year.
Executive Committee. The Executive Committee is authorized to exercise all powers of the Board,
subject to certain statutory exceptions. The members of the Executive Committee are Richard H.
Driehaus and A.R. Umans. The Executive Committee did not hold any meetings during the Trusts last
fiscal year.
Nominating and Governance Committee. The Nominating and Governance Committee is responsible for
identifying and recommending individuals for membership on the Board and to oversee the
administration of the Board Governance Guidelines and Procedures. All independent Trustees serve as
members of the Nominating and Governance Committee. The Nominating and Governance Committee held
two meetings during the Trusts last fiscal year.
COMPENSATION OF TRUSTEES
Officers and the Trustee affiliated with the Adviser serve without any compensation from the Trust.
In compensation for their services to the Trust, Trustees who are not affiliates of the Adviser
(independent Trustees) are paid $6,000 for each regular Board meeting attended, except for the
Chairman who receives $7,500 for each regular Board meeting attended. The independent Trustees
receive $2,000 for each committee and telephonic Board meeting attended, and are reimbursed for
out-of-pocket expenses. Beginning January 1, 2008, the independent Trustees also receive an
annual retainer of $15,000 from the Trust. Previously, the annual retainer was $10,000. The Trust
has no retirement or pension plan. The following table sets forth the compensation paid by the
Trust during the fiscal year ended December 31, 2007 to each of the independent Trustees:
19
|
|
|
|
|
|
|
Total Compensation |
Name of Trustee |
|
From the Trust |
Francis J. Harmon |
|
$ |
48,000 |
|
A. R. Umans |
|
$ |
54,000 |
|
Daniel F. Zemanek |
|
$ |
48,000 |
|
TRUSTEES OWNERSHIP OF FUND SHARES
The following table sets forth, for each Trustee, the dollar range of equity securities owned in
each Fund as of December 31, 2007. In addition, the last row shows the aggregate dollar range of
equity securities owned as of December 31, 2007 in the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Trustee |
|
Non-Interested Trustees |
Name of Fund |
|
Richard H. Driehaus |
|
Francis J. Harmon |
|
A.R. Umans |
|
Daniel F. Zemanek |
Driehaus
International
Discovery Fund |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
Over $100,000 |
|
Driehaus Emerging
Markets Growth Fund |
|
Over $100,000 |
|
$ |
10,001-$50,000 |
|
|
Over $100,000 |
|
Over $100,000 |
|
Driehaus
International
Equity Yield Fund |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
Driehaus
International Small
Cap Growth Fund |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
|
[ ] |
|
|
Aggregate Dollar
Range of Equity
Securities Owned by
Trustees |
|
Over $100,000 |
|
$ |
10,001-$50,000 |
|
|
Over $100,000 |
|
Over $100,000 |
As of , 2008, the Trusts officers, Trustees and advisory board member as a group owned (or
held a shared investment or voting power with respect to) shares of each Fund in the percentages
shown in the following table:
|
|
|
|
|
Fund |
|
% Owned |
Driehaus International Discovery Fund |
|
|
% |
|
Driehaus Emerging Markets Growth Fund |
|
|
% |
|
Driehaus International Equity Yield Fund |
|
|
% |
|
Driehaus International Small Cap Growth Fund |
|
|
% |
|
20
PRINCIPAL SHAREHOLDERS
As of , 2008, the following persons or organizations held beneficially or of record 5% or
more of the shares of the Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner |
|
|
% Owned |
|
|
|
|
|
|
|
Beneficially |
|
|
of |
|
|
Beneficially or of |
|
Name and Address |
|
Fund(s) |
|
|
Owned |
|
|
Record |
|
|
Record |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOLDINGS IN CERTAIN AFFILIATES OF THE ADVISER
Seventy-five percent of the Board members are classified under the 1940 Act as not being
interested persons of the Trust and are often referred to as independent Trustees. In addition
to investing in the various Funds of the Trust, independent Trustees may invest in limited
partnerships that are managed by the Adviser and an affiliate of the Adviser. The independent
Trustees may also, from time to time, invest in other investment ventures in which affiliates and
employees of the Adviser also invest.
The following table sets forth, as of December 31, 2007, the beneficial or record ownership of the
securities of any entity other than another registered investment company, controlling, controlled
by or under common control with the Adviser. This information is provided for each applicable
independent Trustee and his immediate family members.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Owners and |
|
|
|
|
|
|
|
|
Relationships to |
|
|
|
Value of |
|
Percent of |
Name of Trustee |
|
Trustee |
|
Company |
|
Securities(1) |
|
Class |
A.R. Umans |
|
A.R. Umans;
|
|
Driehaus |
|
$ |
1,019,702 |
|
|
|
2.64 |
% |
|
|
Mrs. Umans(spouse) |
|
Institutional Mid |
|
|
|
|
|
|
|
|
|
|
|
|
Cap L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mrs. Umans (spouse) |
|
Driehaus |
|
$ |
551,296 |
|
|
|
1.57 |
% |
|
|
|
|
Institutional Small |
|
|
|
|
|
|
|
|
|
|
|
|
Cap, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A.R.Umans;
|
|
Driehaus Micro Cap |
|
$ |
182,556 |
|
|
|
0.51 |
% |
|
|
Mrs. Umans (spouse) |
|
Fund, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Francis J. Harmon |
|
Margaret A. Harmon
|
|
Driehaus Associates |
|
$ |
179,104 |
|
|
|
0.24 |
% |
|
|
Revocable Trust
|
|
Fund |
|
|
|
|
|
|
|
|
|
|
Dated 08/18/97 (spouse) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Interests in limited partnerships or limited liability companies. |
21
INVESTMENT ADVISORY SERVICES
The Adviser is controlled by Richard H. Driehaus. The principal nature of Mr. Driehaus business
is investment advisory and brokerage services. The Adviser provides office space and executive and
other personnel to the Trust. The Trust pays all expenses other than those paid by the Adviser,
including but not limited to printing and postage charges and securities registration and custodian
fees and expenses incidental to its organization.
The advisory agreement provides that neither the Adviser nor any of its directors, officers,
stockholders, agents or employees shall have any liability to the Funds or any shareholder of the
Funds for any error of judgment, mistake of law or any loss arising out of any investment, or for
any other act or omission in the performance by the Adviser of its duties under the agreement,
except for liability resulting from willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties or from reckless disregard by it of its obligations and duties
under the agreement.
Any expenses that are attributable solely to the organization, operation or business of a Fund
shall be paid solely out of the Funds assets. Any expenses incurred by the Fund that are not
solely attributable to a particular series are apportioned in such manner as the Adviser determines
is fair and appropriate, unless otherwise specified by the Board.
Effective October 1, 2006, the Driehaus International Discovery Fund pays the Adviser an annual
management fee on a monthly basis as follows: 1.50% on the first $500 million of average daily net
assets; 1.35% on the next $500 million and 1.25% of average daily net assets in excess of $1
billion. Prior to October 1, 2006, the Driehaus International Discovery Fund paid the Adviser a
monthly fee, computed and accrued daily, at an annual rate of 1.50% of average net assets of the
Fund.
The Driehaus Emerging Markets Growth Fund, Driehaus International Equity Yield Fund and Driehaus
International Small Cap Growth Fund pay the Adviser an annual management fee on a monthly basis of
1.50% of average daily net assets. The Adviser has entered into an agreement through March 31,
2010 to waive its advisory fee and/or reimburse operating expenses to the extent necessary to
ensure that the Driehaus International Equity Yield Funds total annual operating expenses do not
exceed 1.75% of average daily net assets. The Adviser has entered into an agreement through
September 16, 2010 to waive its advisory fee and/or reimburse operating expenses to the extent
necessary to ensure that the Driehaus International Small Cap Growth Funds total annual operating
expenses does not exceed 2.00% of average daily net assets. For a period of three years subsequent
to the Driehaus International Equity Yield Funds and Driehaus International Small Cap Growth
Funds commencement of operations, the Adviser is entitled to reimbursement for previously waived
fees and reimbursed expenses to the extent that the Funds expense ratio remains below their
respective operating expense caps.
22
The following table shows the fees paid by each Fund under the advisory agreement to the Adviser
for each Funds last three fiscal years.
|
|
|
|
|
Fund |
|
Advisory Fees Paid |
Fiscal year ended December 31, 2007 |
|
|
|
|
International Discovery Fund |
|
$ |
10,390,126 |
|
Emerging Markets Growth Fund |
|
$ |
13,196,726 |
|
International Equity Yield Fund* |
|
$ |
1,104,053 |
|
International Small Cap Growth Fund** |
|
$ |
537,352 |
|
|
|
|
|
|
Fiscal year ended December 31, 2006 |
|
|
|
|
International Discovery Fund |
|
$ |
10,421,095 |
|
Emerging Markets Growth Fund |
|
$ |
7,503,544 |
|
|
|
|
|
|
Fiscal year ended December 31, 2005 |
|
|
|
|
International Discovery Fund |
|
$ |
5,889,585 |
|
Emerging Markets Growth Fund |
|
$ |
2,350,950 |
|
|
|
|
* |
|
Driehaus International Equity Yield Fund commenced operations on April 2, 2007. The
Fund waived $74,643 in advisory fees for the period ending December 31, 2007. |
|
** |
|
Driehaus International Small Cap Growth Fund commenced operation on September 17,
2007. |
Code of Ethics. The Adviser, the Trust and the Distributor have adopted a code of ethics pursuant
to Rule 17j-1 under the 1940 Act. Access persons (as defined in the code of ethics) are permitted
to make personal securities transactions, including transactions in securities that may be
purchased or held by the Funds, subject to requirements and restrictions set forth in such code of
ethics. The code of ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the interests of the
Funds. The code of ethics also prohibits certain types of transactions absent prior approval,
imposes time periods during which personal transactions may not be made in certain securities, and
requires the submission of broker confirmations and reporting of securities transactions.
Exceptions to these and other provisions of the code of ethics may be granted in particular
circumstances after review by appropriate personnel.
Proxy Voting. The Board has delegated to the Adviser the responsibility for determining how to
vote proxies relating to the Funds portfolio securities, and the Adviser retains the final
authority and responsibility for such voting. The Adviser has provided the Funds with a copy of
its written proxy voting policy, and it documents the reasons for voting, maintains records of the
Funds voting activities and monitors voting activity for potential conflicts of interest.
In order to facilitate this proxy voting process, the Adviser has retained a proxy voting service
to assist the firm with in-depth proxy research, vote execution, and the necessary record keeping.
The proxy voting service is an investment adviser that specializes in providing a variety of
fiduciary-level services related to proxy voting. In addition to analyses, the proxy voting service
delivers to the Adviser voting reports that reflect the Funds voting activities, enabling the
Funds to monitor voting activities performed by the Adviser.
The Advisers proxy voting policy sets forth the general voting guidelines that the proxy voting
service
23
follows on various types of issues when there are no company-specific reasons for voting to the
contrary. In making the proxy voting decision, two overriding considerations are in effect: first,
the economic impact of the proposal; and second, the best interest impact of a proposal if it were
to pass or not pass, as the case may be. The proxy voting service performs company-by-company
analyses, which means that all votes are reviewed on a case-by-case basis and no issues are
considered routine. Each issue is considered in the context of the company under review. The
Adviser generally follows the proxy voting services recommendations and does not use its
discretion in the proxy voting decision. For this reason, proxies are voted in the Funds best
interests, in accordance with a predetermined policy based upon recommendations of an independent
third party, and are not affected by any potential or actual conflict of interest of the Adviser.
A description of the Funds policies and procedures with respect to the voting of proxies relating
to the Funds portfolio securities as well as information regarding how the Funds (with the
exception of the Driehaus International Small Cap Growth Fund) voted proxies during the 12-month
period ended June 30, 2007 is available without charge, upon request, by calling 1-800-560-6111.
This information is also available on the Funds website at www.driehaus.com.
Trade Allocation. The Adviser manages not only the Funds but other investment accounts.
Simultaneous transactions may occur when the Funds and investment accounts are managed by the same
investment adviser and the same security is suitable for the investment objective of more than one
Fund or investment account. When two or more investment accounts are simultaneously engaged in the
purchase or sale of the same security, including initial public offerings (IPOs), the prices and
amounts are allocated in accordance with procedures, established by the Adviser, and believed to be
appropriate and equitable for each investment account. In some cases, this process could have a
detrimental effect on the price or value of the security as far as each Fund is concerned. In other
cases, however, the ability of the Funds to participate in volume transactions may produce better
executions and prices for the Funds.
24
Portfolio Managers.
Description of Compensation. Each portfolio manager and assistant portfolio manager is paid a
fixed salary plus a bonus.
Ms. Schroeder and Mr. Rea each receive bonuses which are based on a percentage of management fees
paid by the registered investment companies and other accounts managed, as applicable. If the
performance of the Fund(s) exceeds certain percentile benchmarks when compared to its peer group
(using the Lipper rankings), the percentage of management fees paid to the manager increases.
Messrs. Schwab, Mouser and Cleaver also each receive bonuses which are based on a percentage of
management fees paid by the registered investment companies and other accounts managed, as
applicable. In addition, if the performance of the Fund(s) exceeds certain percentile benchmarks
when compared to its peer group (using the Lipper rankings), they each earn a bonus calculated as a
specified number of basis points times the average assets under management in the registered
investment companies and other accounts managed.
Each of the managers receives a bonus based on a percentage of any performance based fees paid by
the registered investment companies and other accounts managed, if applicable.
Ms. Schroeder entered into a new employment contract with the Adviser in 2005. Upon execution of
her contract, she received a signing bonus. In addition, under her contract, she is eligible for a
retention bonus with a terminal value based upon a notional amount invested in the Driehaus
International Discovery Fund if she is employed at certain dates as specified in her contract.
Mr. Rea, an assistant portfolio manager, entered into an employment contract with the Adviser in
2006. Upon execution of his contract, he received a signing bonus. In addition, he is eligible
for a fixed dollar amount retention bonus if he is employed at March 31, 2009.
If the Adviser declares a profit sharing plan contribution, the portfolio managers and assistant
portfolio managers would also receive such contribution.
Other Accounts. The table below discloses other accounts for which the portfolio managers are
primarily responsible for the day-to-day portfolio management as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
|
|
# of Accounts |
|
that |
|
|
|
|
Total |
|
Total |
|
Managed that |
|
Advisory |
|
|
|
|
# of |
|
Assets |
|
Advisory Fee |
|
Fee Based |
Name of Portfolio |
|
|
|
Accounts |
|
(000,000s |
|
Based on |
|
on |
Manager* |
|
Type of Accounts |
|
Managed |
|
omitted) |
|
Performance |
|
Performance |
1. Lynette Schroeder
|
|
Registered Investment
Companies:
|
|
|
|
|
|
|
|
|
|
|
Other Pooled
Investment
Vehicles: |
|
|
|
|
|
|
|
|
|
|
Other Accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Dan Rea
|
|
Registered Investment Companies: |
|
|
|
|
|
|
|
|
|
|
Other Pooled Investment
Vehicles: |
|
|
|
|
|
|
|
|
|
|
Other Accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
|
|
|
|
|
|
# of Accounts |
|
that |
|
|
|
|
Total |
|
Total |
|
Managed that |
|
Advisory |
|
|
|
|
# of |
|
Assets |
|
Advisory Fee |
|
Fee Based |
Name of Portfolio |
|
|
|
Accounts |
|
(000,000s |
|
Based on |
|
on |
Manager* |
|
Type of Accounts |
|
Managed |
|
omitted) |
|
Performance |
|
Performance |
3. Howard Schwab
|
|
Registered
Investment Companies: |
|
|
|
|
|
|
|
|
|
|
Other Pooled Investment Vehicles: |
|
|
|
|
|
|
|
|
|
|
Other Accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. David Mouser
|
|
Registered Investment
Companies: |
|
|
|
|
|
|
|
|
|
|
Other Pooled
Investment
Vehicles: |
|
|
|
|
|
|
|
|
|
|
Other Accounts: |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Mr. Cleaver became the assistant portfolio manager for the Driehaus Emerging Markets Growth Fund
on May 1, 2008. |
Because accounts managed in the international discovery style, including the Driehaus International
Discovery Fund, are managed as clones following the same investment strategy and for which trades
are bunched, average priced and allocated pro rata, no material conflicts of interest should arise.
The Driehaus Emerging Markets Growth Fund is the only account managed in the emerging markets
style and therefore, no material conflicts of interest should arise.
Conflicts of Interest Driehaus International Equity Yield Fund and Driehaus International Small
Cap Growth Fund. As shown in the table above, Messrs. Schwab and Mouser, the Portfolio Manager and
Assistant Portfolio Manager, respectively, for the Driehaus International Equity Yield Fund and the
Driehaus International Small Cap Growth Fund, manage the assets of other accounts and other pooled
investment vehicles (private funds, and together with the other accounts, accounts) for the
Adviser. Both clients and affiliated persons of the Adviser, including Messrs. Schwab and Mouser,
may own interests in these accounts. The investment strategies of the accounts are similar to
those of the Driehaus International Equity Yield Fund and Driehaus International Small Cap Growth
Fund. For this reason, the same or related securities may be appropriate and desirable investments
for both the Funds and the accounts and the Funds and the accounts may compete in the marketplace
for the same investment opportunities, which may be limited. In addition, transactions by the
accounts in securities held by the Funds or that the Funds are seeking to buy or sell (or
transactions in related securities) may have an adverse impact on the prices that the Funds pay for
those securities or can realize upon sale, or on the ability of the Adviser to buy or sell the
desired amount of such securities for the Funds at favorable prices. This is particularly true
when the accounts transactions occur at a point in time close to when trades in the same or
related securities are effected for the Funds. This presents a conflict between interests of the
Funds and the interests of the accounts as well as the affiliates of the Adviser who invest in the
accounts.
In addition, because one or more of the private funds pay advisory fees to the Adviser, including
performance based compensation, at a higher rate than the rate of fees paid by the Driehaus
International Equity Yield Fund and Driehaus International Small Cap Growth Fund and because
affiliates of the Adviser, including the Funds portfolio managers, may personally own interests in
the private funds, the Adviser and the portfolio managers have financial incentives to favor the
private funds over the Funds when dividing their time and attention between them, when they are
presented with limited investment opportunities that would be desirable and suitable for both the
Funds and the private funds, and when making trading decisions. These circumstances also present
conflicts between the interests of the Funds, on the one hand, and the interests of the Adviser and
its affiliates, including the portfolio managers, on the other hand.
The Adviser seeks to manage these conflicts of interest so as to avoid any adverse effects on
either the Funds or the accounts through trade allocation and other policies and procedures. These
policies and procedures include requirements that transactions by the Funds and the accounts in the
same securities that occur on the same day be average priced and allocated on a fair and equitable
basis among the Funds and the accounts, restricted periods and pre-approved requirements for
certain types of personal securities transactions by personnel of the Adviser. In addition, the
Advisers compliance department personnel conducts periodic reviews of transactions in and holdings
of the same or related securities by the Funds
26
and the accounts to seek to ensure that all are treated fairly and equitably. As a matter of
policy, the Adviser does not permit securities held by the Funds to be sold short for the accounts
or other clients or for the personal accounts of the Advisers personnel.
Securities Ownership. The following table sets forth the dollar range of equity securities
beneficially owned by each portfolio manager in the Funds as of December 31, 2007.
|
|
|
|
|
|
|
Dollar ($) Value of Fund Shares |
|
|
Beneficially Owned |
Driehaus International Discovery Fund |
|
|
|
|
Lynette Schroeder |
|
Over $1,000,000 |
Dan Rea |
|
|
$10,001-$50,000 |
|
|
|
|
|
|
Driehaus Emerging Markets Growth Fund |
|
|
|
|
Howard Schwab |
|
|
$10,001-$50,000 |
|
Chad Cleaver |
|
|
$10,001-$50,000 |
|
|
|
|
|
|
Driehaus International Equity Yield Fund |
|
|
|
|
Lynette Schroeder |
|
None |
Dan Rea |
|
|
$1-$10,000 |
|
|
|
|
|
|
Driehaus International Small Cap Growth Fund |
|
|
|
|
Howard Schwab |
|
|
$100,001-$500,000 |
|
David Mouser |
|
|
$10,001-$50,000 |
|
DISTRIBUTOR
The shares of the Funds are distributed by DS LLC, 25 East Erie Street, Chicago, Illinois 60611,
under a Distribution Agreement with the Trust. DS LLC is an affiliate of the Adviser because both
entities are controlled by Richard H. Driehaus. The Distribution Agreement had an initial period
of two years and continues in effect thereafter from year to year, provided such continuance is
approved annually (i) by a majority of the Trustees or by a majority of the outstanding voting
securities of the Trust, and (ii) by a majority of the Trustees who are not parties to the
agreement or interested persons of any such party. The Trust has agreed to pay all expenses in
connection with registration of its shares with the SEC and auditing and filing fees in connection
with registration of its shares under the various state blue sky laws and assumes the cost of
preparation of prospectuses and other expenses.
As agent, DS LLC will offer shares of the Funds on a continuous basis to investors in states where
the shares are qualified for sale, at net asset value, without sales commissions or other sales
load to the investor. In addition, no sales commission or 12b-1 fees are paid by the Funds. DS
LLC will offer the Funds shares only on a best-efforts basis.
ADMINISTRATOR
PFPC Inc. (PFPC), with corporate offices at 301 Bellevue Parkway, Wilmington, Delaware 19809, is
the administrator for the Trust. Effective October 1, 2006, the asset-based fee for
administration and accounting services for each Fund is calculated as follows:
27
0.07% of the first $200 million of average net assets;
0.06% of the next $200 million of average net assets;
0.05% of the next $200 million of average net assets; and
0.04% of average net assets in excess of $600 million;
and a base annual fee of $30,000.
Prior to October 1, 2006, the asset-based fee for administration and accounting services for each
Fund was calculated as follows:
0.14% of the first $200 million of average net assets;
0.09% of the next $200 million of average net assets;
0.07% of the next $200 million of average net assets; and
0.05% of average net assets in excess of $600 million.
The Funds paid the following administrative fees for the past three fiscal years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
Driehaus International Discovery Fund |
|
$ |
441,633 |
|
|
$ |
595,260 |
|
|
$ |
448,349 |
|
|
Driehaus Emerging Markets Growth Fund |
|
$ |
507,913 |
|
|
$ |
467,756 |
|
|
$ |
218,318 |
|
|
Driehaus International Equity Yield
Fund1,2 |
|
$ |
78,382 |
|
|
|
|
|
|
|
|
|
|
Driehaus International Small Cap
Growth Fund1,2 |
|
$ |
35,518 |
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
PFPC has agreed to waive 50% of its monthly-based fee for the
first six months of the Funds operations or until the
Funds average net assets reach $100 million. |
|
2 |
|
The Driehaus International Equity Yield Fund and Driehaus International Small Cap Growth Fund
commenced operations on April 2, 2007 and September 17, 2007, respectively. |
CUSTODIAN
JPMorgan Chase Bank at 3 Chase Metrotech Center, 8th Floor, Brooklyn, New York 11245, is the
Trusts custodian (the Custodian). The Custodian is responsible for holding all securities and
cash of the Funds, receiving and paying for securities purchased, delivering against payment
securities sold, receiving and collecting income from investments and performing other
administrative duties, all as directed by authorized persons. The Custodian does not exercise any
supervisory function in such matters as purchase and sale of portfolio securities, payment of
dividends or payment of expenses of the Funds.
Portfolio securities purchased in the U.S. are maintained in the custody of the Custodian or of
other domestic banks or depositories. Portfolio securities purchased outside of the U.S. are
maintained in the custody of foreign banks and trust companies that are members of the Custodians
global custody network and foreign depositories (foreign subcustodians). With respect to foreign
subcustodians, there can be no assurance that a Fund, and the value of its shares, will not be
adversely affected by acts of foreign governments, financial or operational difficulties of the
foreign subcustodians, difficulties and costs of obtaining jurisdiction over, or enforcing
judgments against, the foreign subcustodians, or application of foreign law to a Funds foreign
subcustodial arrangements. Accordingly, an investor should recognize
28
that the non-investment risks involved in holding assets abroad are greater than those associated
with investing in the United States.
The Funds may invest in obligations of the Custodian and may purchase or sell securities from or to
the Custodian.
TRANSFER AGENT
PFPC, 760 Moore Road, King of Prussia, Pennsylvania 19406, is the Funds transfer agent, registrar,
dividend-disbursing agent and shareholder servicing agent. As such, PFPC provides certain
bookkeeping and data processing services and services pertaining to the maintenance of shareholder
accounts.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[ ], is the Funds independent registered public accounting firm (auditors). The
auditors audit and report on each Funds annual financial statements, review certain regulatory
reports and each Funds federal income tax returns, and perform other professional accounting,
auditing, tax and advisory services when pre-approved by the Trusts Audit Committee and engaged to
do so by the Trust.
LEGAL COUNSEL
Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, acts as the Trusts legal
counsel and as counsel to the independent Trustees.
PORTFOLIO TRANSACTIONS
The Adviser uses the trading room staff of DS LLC, an affiliate of the Adviser, to place the orders
for the purchase and sale of a Funds securities and options and futures contracts. The Advisers
overriding objective in effecting portfolio transactions is to seek to obtain the best combination
of price and execution. The best net price, giving effect to brokerage commissions, if any, and
other transaction costs, normally is an important factor in this decision, but a number of other
judgmental factors may also enter into the decision. These include: the Advisers knowledge
(including the knowledge of the trading room staff of DS LLC) of negotiated commission rates
currently available and other current transaction costs; the nature of the security being traded;
the size of the transaction; the desired timing of the trade; the activity existing and expected in
the market for the particular security; confidentiality; the execution, clearance and settlement
capabilities of the broker or dealer selected and others which are considered; the Advisers
knowledge (including the knowledge of the trading room staff of DS LLC) of the financial stability
of the broker or dealer selected and such other brokers or dealers; and the Advisers knowledge
(including the knowledge of the trading room staff of DS LLC) of actual or apparent operational
problems of any broker or dealer. Recognizing the value of these factors, the Adviser may cause a
Fund to pay a brokerage commission in excess of that which another broker or dealer may have
charged for effecting the same transaction, provided that the Adviser determines in good faith that
the commission is reasonable in relation to the services received. Evaluations of the
reasonableness of brokerage commissions, based on the foregoing factors, are made on an ongoing
basis by the Advisers staff while
29
effecting portfolio transactions. The general level of brokerage commissions paid is reviewed by
the Adviser and reports are made quarterly to the Board.
To the extent directed by management of the Funds, the Adviser will execute purchases and sales of
portfolio securities for a Fund through brokers or dealers for the purpose of providing direct
benefits to the Fund, subject to the Adviser seeking best execution. However, brokerage commissions
or transaction costs in such transactions may be higher, and the Fund may receive less favorable
prices than those which the Adviser could obtain from another broker or dealer, in order to obtain
such benefits for the Fund.
Orders may be directed to any broker including, to the extent and in the manner permitted by
applicable law, DS LLC. Each Fund has been advised that the Adviser intends to execute most (or
all) transactions in securities traded on U.S. exchanges, including ADRs, through DS LLC. In order
for DS LLC to effect any such transaction for a Fund, the commission, fee or other remuneration
received by DS LLC must be reasonable and fair compared to the commission, fee or other
remuneration received by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable period of time.
This standard would allow DS LLC to receive no more than the remuneration that would be expected to
be received by an unaffiliated broker in a commensurate arms-length transaction. For transactions
effected over-the-counter by DS LLC acting as broker for the Trust, DS LLC may receive a fee that
is reasonably calculated to approximate the clearing charges, ECN fees (where applicable) or other
out-of-pocket processing costs and expenses incurred by DS LLC in connection with executing such
over-the-counter transactions, provided such fee does not exceed 1% of the purchase or sale price
of such securities or such larger amount as may be permitted by rule or order of the SEC.
Furthermore, the Board, including a majority of the Trustees who are not interested Trustees, has
adopted procedures that are reasonably designed to provide that any commissions, fees or other
remuneration paid to DS LLC are consistent with the foregoing standard.
For the fiscal year ended December 31, 2005, the Driehaus International Discovery Fund paid
brokerage commissions of $3,319,794, of which $104,376 (3.1%) was paid to DS LLC, and the Driehaus
Emerging Markets Growth Fund paid brokerage commissions of $2,902,135, of which $326,637 (11.3%)
was paid to DS LLC. For the fiscal year ended December 31, 2006, the Driehaus International
Discovery Fund paid brokerage commissions of $6,399,870, of which $46,440 (0.7%) was paid to DS LLC
and the Driehaus Emerging Markets Growth Fund paid brokerage commissions of $5,618,033, of which
$304,246 (5.4%) was paid to DS LLC. For the fiscal year ended December 31, 2007, the Driehaus
International Discovery Fund paid brokerage commissions of $6,116,705, of which $115,572 (1.9%) was
paid to DS LLC; Driehaus Emerging Markets Growth Fund paid brokerage commissions of $7,227,952, of
which $465,610 (6.4%) was paid to DS LLC; Driehaus International Equity Yield Fund paid brokerage
commissions of $756,700, of which $34,889 (4.6%) was paid to DS LLC for the period April 2, 2007
through December 31, 2007; and Driehaus International Small Cap Growth Fund paid brokerage
commissions of $502,492, of which $45,288 (9.0%) was paid to DS LLC for the period September 17,
2007 through December 31, 2007.
With respect to issues of securities involving brokerage commissions, when more than one broker or
dealer (other than DS LLC) is believed to be capable of providing the best combination of price and
execution with respect to a particular portfolio transaction for a Fund, the Adviser may select a
broker or dealer that furnishes it with research products or services such as research reports,
subscriptions to financial publications and research compilations, compilations of securities
prices, earnings, dividends and similar data, computer data bases, quotation equipment and
services, research-oriented computer software and services, monitoring and reporting services, and
services of economic and other consultants consistent with Section 28(e) of the Securities Exchange
Act of 1934, as amended. As a result of such research, the Adviser may cause a Fund to pay
commissions that are higher than otherwise obtainable from other brokers, provided that the Adviser
determines in good faith that the commissions are
30
reasonable in relation to the research products and services provided by the broker. Selection
of brokers or dealers is not made pursuant to an agreement or understanding with any of the brokers
or dealers; however, the Adviser uses an internal allocation procedure to identify those brokers or
dealers who provide it with research products or services and the amount of research products or
services they provide, and endeavors to direct sufficient commissions generated by its clients
accounts in the aggregate, including the Funds, to such brokers or dealers to ensure the continued
receipt of research products or services the Adviser feels are useful. In certain instances, the
Adviser may receive from brokers and dealers products or services that are used both as investment
research and for administrative, marketing or other nonresearch purposes. In such instances, the
Adviser will make a good faith effort to determine the relative proportions of such products or
services which may be considered as investment research, and this allocation process poses a
potential conflict of interest to the Adviser. The portion of the costs of such products or
services attributable to research usage may be defrayed by the Adviser (without prior agreement or
understanding, as noted above) through brokerage commissions generated by transactions by clients
(including the Funds), while the portions of the costs attributable to nonresearch usage of such
products or services is paid by the Adviser in cash. Research products or services furnished by
brokers and dealers may be used in servicing any or all of the clients of the Adviser, and not all
such research products or services are used in connection with the management of the Funds.
Information received from brokers by the Adviser will be in addition to, and not in lieu of, the
services required to be performed under the advisory agreement. Any advisory or other fees paid to
the Adviser are not reduced as a result of the receipt of research services.
Directed Brokerage. During the year ended December 31, 2007, the Funds allocated a portion of
their brokerage transactions to firms based upon research services and information provided. The
table below shows the amount of brokerage transactions allocated and related commissions paid by
the Funds during the fiscal year ended December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
Amount of |
|
Brokerage |
|
|
Brokerage |
|
Commissions |
Fund Name |
|
Transactions |
|
Paid |
Driehaus International Discovery Fund |
|
$ |
|
|
|
$ |
|
|
Driehaus Emerging Markets Growth Fund |
|
$ |
|
|
|
$ |
|
|
Driehaus International Equity Yield Fund |
|
$ |
|
|
|
$ |
|
|
Driehaus International Small Cap Growth Fund |
|
$ |
|
|
|
$ |
|
|
Regular Broker-Dealers. During the year ended December 31, 2007, the Funds did not acquire
securities of regular brokers or dealers. With respect to a Funds purchases and sales of
portfolio securities transacted with a broker or dealer on a net basis, the Adviser may also
consider the part, if any, played by the broker or dealer in bringing the security involved to the
Advisers attention, including investment research related to the security and provided to the
Fund.
ADDITIONAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is intended to be a general summary of certain U.S. federal income tax consequences
of investing in a Fund. It is not intended to be a complete discussion of all such consequences,
nor does it purport to deal with all categories of investors. This discussion reflects the
applicable tax laws of the United States as of the date of this SAI, which tax laws may change or
be subject to new interpretation by the courts or the Internal Revenue Service (IRS), possibly
with retroactive effect.
31
Each Fund is treated as a separate entity for federal income tax purposes. The Driehaus
International Discovery Fund and Driehaus Emerging Markets Growth Fund have qualified for, and each
intends to continue to comply with, the special provisions of Subchapter M of the Internal Revenue
Code of 1986, as amended (the Code). The Driehaus International Equity Yield Fund, which
commenced operations on April 2, 2007, intends to comply with the special provisions of Subchapter
M of the Code. Such provisions generally relieve a Fund of federal income tax to the extent its
investment company taxable income (determined without regard to the deduction for dividends paid by
the Fund) and net capital gains (i.e., the excess of net long-term capital gains over the sum of
net short-term capital losses and capital loss carryforwards from prior years) are currently
distributed to shareholders. In order to qualify for such provisions, each Fund must, among other
things, maintain a diversified portfolio, which requires that at the close of each quarter (i) at
least 50% of the market value of its total assets is represented by cash or cash items, U.S.
government securities, securities of other regulated investment companies and securities of other
issuers in which not greater in value than 5% of the value of the Funds total assets are invested
and not more than 10% of the outstanding voting securities of such issuer are held; and (ii) not
more than 25% of the market value of the total assets of the Fund are invested in the securities
(other than government securities or the securities of other regulated investment companies) of any
one issuer or of two or more issuers which the Fund controls and which are determined to be engaged
in the same, similar or related trades or business, or the securities of one or more qualified
publicly traded partnerships.
If for any taxable year a Fund does not qualify as a regulated investment company for U.S. federal
income tax purposes, it would be treated as a corporation subject to federal income tax and
distributions to its shareholders would not be deductible by the Fund in computing its taxable
income. In addition, the Funds distributions, to the extent derived from its current or
accumulated earnings and profits, would generally constitute ordinary dividends, which would
generally be eligible for the dividends received deduction available to corporate shareholders
under Section 243 of the Code, and individual and other noncorporate shareholders of the Fund
generally would be able to treat such distributions as qualified dividend income under Section
1(h)(11) of the Code, as discussed below.
Distributions of investment company taxable income, which includes net investment income, net
short-term capital gain in excess of net long-term capital loss and certain net foreign exchange
gains, are generally taxable as ordinary income to the extent of the Funds current and accumulated
earnings and profits. Under Section 1(h)(11) of the Code, for taxable years beginning on or before
December 31, 2010, qualified dividend income received by individual and other noncorporate
shareholders is taxed for federal income tax purposes at rates equivalent to long-term capital gain
tax rates, which reach a maximum of 15%. Qualified dividend income generally includes dividends
from certain domestic corporations and dividends from qualified foreign corporations. For these
purposes, a qualified foreign corporation is a foreign corporation (i) that is incorporated in a
possession of the United States or is eligible for benefits under a qualifying income tax treaty
with the United States, or (ii) whose stock with respect to which such dividend is paid is readily
tradable on an established securities market in the United States. A qualified foreign corporation
does not include a foreign corporation which for the taxable year of the corporation in which the
dividend was paid, or the preceding taxable year, is a passive foreign investment company, as
defined in the Code.
A Fund generally can pass the tax treatment of qualified dividend income it receives through to its
shareholders to the extent of the aggregate qualified dividends received by the Fund. For a Fund
to receive qualified dividend income, the Fund must meet certain holding period and other
requirements with respect to the stock on which the otherwise qualified dividend is paid. In
addition, the Fund cannot be obligated to make payments (pursuant to a short sale or otherwise)
with respect to substantially similar or related property. If a Fund lends portfolio securities,
amounts received by the Fund that are the equivalent of the dividends paid by the issuer on the
securities loaned will not be eligible for qualified dividend income treatment. The same
provisions, including the holding period requirements, apply to each
32
shareholders investment in the Fund. After December 31, 2010, qualified dividend income will no
longer be taxed for federal income tax purposes at the rates applicable to long-term capital gains,
but rather will be taxed at ordinary income tax rates which currently reach a maximum rate of 35%,
unless Congress enacts legislation providing otherwise. Distributions of net capital gain, if any,
are taxable as long-term capital gains for U.S. federal income tax purposes without regard to the
length of time the shareholder has held shares of the Fund. A distribution of an amount in excess
of the Funds current and accumulated earnings and profits, if any, will be treated by a
shareholder as a tax-free return of capital which is applied against and reduces the shareholders
basis in his or her shares. To the extent that the amount of any such distribution exceeds the
shareholders basis in his or her shares, the excess will be treated by the shareholder as gain
from the sale or exchange of shares. The U.S. federal income tax status of all distributions will
be designated by the Fund and reported to the shareholders annually.
Because dividend and capital gain distributions reduce net asset value, a shareholder who purchases
shares shortly before a record date will, in effect, receive a return of a portion of his or her
investment in such distribution. The dividend or distribution would nonetheless be taxable to the
shareholder (if shares are held in a taxable account), even if the net asset value of shares was
reduced below such shareholders cost. However, for federal income tax purposes, the shareholders
original cost would continue as his or her tax basis, except as set forth above with respect to
returns of capital.
To the extent a Fund invests in foreign securities, it may be subject to withholding and other
taxes imposed by foreign countries. Tax treaties between certain countries and the United States
may reduce or eliminate such taxes. Because the amount of a Funds investments in various countries
will change from time to time, it is not possible to determine the effective rate of such taxes in
advance. Shareholders may be entitled to claim U.S. foreign tax credits with respect to such
taxes, subject to certain provisions and limitations contained in the Code. Specifically, if more
than 50% of the value of a Funds total assets at the close of any fiscal year consists of stock or
securities in foreign corporations, and such Fund distributes at least 90% of its investment
company taxable income and net tax exempt interest, the Fund may file an election with the IRS
pursuant to which shareholders of the Fund will be required to (i) include in gross income (in
addition to taxable dividends actually received) their pro rata shares of foreign income taxes paid
by the Fund even though not actually received, (ii) treat such respective pro rata shares as
foreign income taxes paid by them, and (iii) deduct such pro rata shares in computing their U.S.
federal taxable income, or, alternatively, use them as foreign tax credits, subject to applicable
limitations, against their U.S. federal income tax liability. Shareholders who do not itemize
deductions for federal income tax purposes will not, however, be able to deduct their pro rata
portion of foreign taxes paid by such Fund, although such shareholders will be required to include
their share of such taxes in gross income. Shareholders who claim a foreign tax credit may be
required to treat a portion of dividends received from the Fund as separate category income for
purposes of computing the limitations on the foreign tax credit available to such shareholders.
Tax-exempt shareholders will not ordinarily benefit from this election relating to foreign taxes.
Each year, the Funds will notify their respective shareholders of the amount of (i) each
shareholders pro rata share of foreign income taxes paid by such Fund and (ii) the portion of such
Funds dividends which represents income from each foreign country, if the Fund qualifies to pass
along such credit. If a Fund does not make such an election, the net investment income of that
particular Fund will be reduced and its shareholders will not be required to include in their gross
income and will not be able to deduct their pro rata share of foreign taxes paid by the Fund.
Each Fund may engage in certain options, futures, foreign currency and other transactions. These
transactions may be subject to special provisions under the Code that may accelerate or defer
recognition of certain gains or losses, change the character of certain gains or losses or alter
the holding periods of certain of the Funds portfolio securities. These rules could therefore
affect the character, amount and timing of distributions made to shareholders.
33
For federal income tax purposes, each Fund generally is required to recognize as income for each
taxable year its net unrealized capital gains and losses as of the end of the year on certain
futures, futures options, non-equity options positions and certain foreign currency contracts
(year-end mark-to-market). Generally, any gain or loss recognized with respect to such positions
is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss,
without regard to the holding periods of the contracts. However, in the case of positions
classified as part of a mixed straddle, in which an election is properly made, the recognition of
losses on certain positions (including options, futures and futures options positions, the related
securities and certain successor positions thereto) may be deferred to a later taxable year. Sale
of futures contracts or writing of call options (or futures call options) or buying put options (or
futures put options) that are intended to hedge against a change in the value of securities held by
a Fund: (i) will generally affect the holding period of the hedged securities; and (ii) may cause
unrealized gain or loss on such securities to be recognized upon entry into the hedge.
Foreign exchange gains and losses realized by the Fund in connection with certain transactions
involving foreign currency-denominated debt securities, certain options and futures contracts
relating to foreign currency, foreign currency forward contracts, foreign currencies, or payables
or receivables denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gain and loss to be treated as ordinary income or loss and may affect the
amount, timing and character of distributions to shareholders.
The Funds may enter into swaps or other notional principal contracts. Payments made or received
pursuant to the terms of a notional principal contract are divided into three categories, (i) a
periodic payment; (ii) a nonperiodic payment; and (iii) a termination payment. Periodic
payments are payments made or received pursuant to a notional principal contract that are payable
at intervals of one year or less during the entire term of the contract, that are based on certain
types of specified indexes (which include objective financial information), and that are based on
either a single notional principal amount or a notional principal amount that varies over the term
of the contract in the same proportion as the notional principal amount that measures the other
partys payments. A nonperiodic payment is any payment made or received with respect to a notional
principal contract that is not a periodic payment or a termination payment. All taxpayers,
regardless of their method of accounting, must generally recognize the ratable daily portion of a
periodic and a nonperiodic payment for the taxable year to which that payment relates.
Each Fund anticipates distributing to shareholders annually all net capital gains, if any, that
have been recognized for federal income tax purposes, including year-end mark-to-market gains.
Shareholders will be advised of the nature of these payments.
A Fund is subject to a nondeductible 4% federal excise tax on the excess of the required
distribution for a calendar year over the distributed amount for such calendar year. The required
distribution is the sum of 98% of the Funds ordinary income for the calendar year plus 98% of its
capital gain net income for the one-year period ending October 31, plus any undistributed net
investment income from prior calendar years, minus any overdistribution from prior calendar years.
For purposes of calculating the required distribution, foreign currency gains or losses occurring
after October 31 are taken into account in the following calendar year. The Funds intend to declare
or distribute dividends during the appropriate periods of an amount sufficient to prevent
imposition of this 4% excise tax.
A shareholder who redeems shares of a Fund will generally recognize capital gain or loss for
federal income tax purposes measured by the difference between the value of the shares redeemed and
the basis of such shares. If a shareholder held such shares for more than one year, the gain, if
any, will be a long-term capital gain. Long-term capital gain rates applicable to individuals have
been temporarily reduced, in general, to 15% with lower rates applying to taxpayers in the 10% and
15% rate brackets, for taxable
34
years beginning on or before December 31, 2010. If a shareholder realizes a loss on the redemption
of a Funds shares and reinvests in substantially identical shares of the Fund (including through
dividend reinvestment) within 30 days before or after the redemption, the transactions may be
subject to the wash sale rules resulting in a postponement of the recognition of such loss for
federal income tax purposes. In such a case, the basis of the shares acquired will be adjusted to
reflect the disallowed loss. Any loss realized on the redemption of Fund shares held for six
months or less will be treated as long-term capital loss to the extent of any long-term capital
gain distributions received by the shareholder.
Passive Foreign Investment Companies. Each Fund may purchase the securities of certain foreign
investment funds or trusts called passive foreign investment companies (PFICs). In addition to
bearing their proportionate share of the Funds expenses (management fees and operating expenses),
shareholders will also indirectly bear similar expenses of such PFICs. Gains on the sale of PFIC
holdings will be deemed to be ordinary income regardless of how long the Fund holds its investment.
In addition, each Fund may be subject to corporate income tax and an interest charge on certain
dividends and capital gains earned (or deemed earned) from PFICs, regardless of whether such income
and gains are distributed to shareholders.
Each Fund intends to make a mark-to-market election, where applicable, to treat PFICs as sold on
the last day of the Funds tax year and recognize any gains for federal income tax purposes at that
time; such losses may not be recognized or may be limited. Such gains will be considered ordinary
income which the Fund will be required to distribute even though it has not sold the security and
received cash to pay such distributions.
Withholding. A Fund may be required to withhold, for U.S. federal income tax purposes, a portion
of all distributions payable to a shareholder who fails to provide the Fund with his or her correct
taxpayer identification number or who fails to make required certifications or if the Fund or a
shareholder has been notified by the IRS that the shareholder is subject to backup withholding.
Certain corporate and other shareholders specified in the Code and the regulations thereunder are
exempt from backup withholding. Backup withholding is not an additional tax. Any amounts withheld
may be credited against the shareholders U.S. federal income tax liability on such shareholders
federal income tax return.
Non-U.S. shareholders, including shareholders who, with respect to the U.S., are nonresident alien
individuals, may be subject to U.S. withholding tax on certain distributions (whether received in
cash or shares) at a rate of 30% or such lower rate as prescribed by an applicable tax treaty.
However, effective for taxable years of a Fund beginning before January 1, 2008, a Fund will
generally not be required to withhold tax on any amounts paid to a non-U.S. person with respect to
dividends attributable to qualified short-term gain (i.e., the excess of net short-term capital
gain over net long-term capital loss) designated as such by the Fund and dividends attributable to
certain U.S. source interest income that would not be subject to federal withholding tax if earned
directly by a non-U.S. person, provided such amounts are properly designated by the Fund.
Investors are advised to consult their own tax advisors with respect to the application to their
own circumstances of the above-described general federal income taxation rules and with respect to
other federal, state, local or foreign tax consequences to them before investing in a Funds
shares.
35
APPENDIX RATINGS
Ratings in General
A rating of a rating service represents the services opinion as to the credit quality of the
security being rated. However, the ratings are general and are not absolute standards of quality or
guarantees as to the creditworthiness of an issuer. Consequently, the Adviser believes that the
quality of debt securities in which the Fund may invest should be continuously reviewed and that
individual analysts give different weights to the various factors involved in credit analysis. A
rating is not a recommendation to purchase, sell or hold a security because it does not take into
account market value or suitability for a particular investor. When a security has received a
rating from more than one service, each rating should be evaluated independently. Ratings are based
on current information furnished by the issuer or obtained by the rating services from other
sources which they consider reliable. Ratings may be changed, suspended or withdrawn as a result of
changes in or unavailability of such information, or for other reasons.
The following is a description of the characteristics of ratings of corporate debt securities used
by Moodys Investors Service, Inc. (Moodys) and Standard & Poors Corporation (S&P).
Ratings by Moodys
Aaa. Bonds rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa. Bonds rated Aa are judged to be of high quality and are subject to very low credit risk.
A. Bonds rated A are considered upper-medium grade and are subject to low credit risk.
Baa. Bonds rated Baa are subject to moderate credit risk. They are considered medium-grade and as
such may possess certain speculative characteristics.
Note: Moodys applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa
through Caa in its corporate bond rating system. The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
Ratings by S&P
AAA. Debt rated AAA has the highest rating. Capacity to pay interest and repay principal is
extremely strong.
AA. Debt rated AA has a very strong capacity to pay interest and repay principal and differs from
the highest rated issues only in small degree.
A. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories.
A-1
BBB. Debt rated BBB is exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest
and repay principal for debt in this category than for debt in higher rated categories.
Notes:
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the major rating categories.
The r is attached to the ratings of instruments with significant noncredit risks. It highlights
risks to principal or volatility of expected returns which are not addressed in the credit rating.
Examples of such obligations are: securities whose principal or interest return is indexed to
equities, commodities, or currencies; certain swaps and options; and interest-only and
principal-only mortgage securities. The absence of an r symbol should not be taken as an
indication that an obligation will exhibit no volatility or variability in total return.
A-2
DRIEHAUS MUTUAL FUNDS
FORM N-lA
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS
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(a)(i)
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Registrants Declaration of Trust dated May 31, 1996, is incorporated herein by reference to
Exhibit (1) of Registrants initial Registration Statement on Form N-lA filed with the
Securities and Exchange Commission (SEC) on June 5, 1996. |
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(a)(ii)
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Registrants Amendment to the Declaration of Trust dated November 9, 1998, is incorporated
herein by reference to Exhibit (a)(ii) of Post-Effective Amendment No. 5 to Registrants
Registration Statement on Form N-lA filed with the SEC on December 23, 1998. |
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(a)(iii)
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Written Instrument Establishing and Designating Driehaus International Equity Yield Fund
dated September 18, 2006 is incorporated herein by reference to Exhibit (a)(iv) of
Post-Effective Amendment No. 23 to Registrants Registration Statement on Form N-1A filed with
the SEC on December 11, 2006. |
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(a)(iv)
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Written Instrument Establishing and Designating Driehaus International Small Cap Growth
Fund dated February 26, 2007 is incorporated herein by reference to Exhibt (a)(iv) of
Post-Effective Amendment No. 29 to Registrants Registration Statement on Form N-1A filed with
the SEC on May 9, 2007. |
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(a)(v)
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Written Instrument Establishing and Designating Driehaus Global Growth Fund dated January
28, 2008 is incorporated herein by reference to Exhibit (a)(v) of Post-Effective Amendment No.
33 to Registrants Registration Statement on Form N-1A filed with the SEC on February 5, 2008. |
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(b)
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Registrants Amended and Restated By-Laws are incorporated herein by reference to Exhibit (2)
to Registrants Combined Proxy Statement/Prospectus on Form N-l4 filed with the SEC on June 6,
2003. |
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(c)
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Not Applicable. |
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(d)(i)
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Management Agreement dated September 25, 1996 between the Registrant and Driehaus Capital
Management, Inc. (the Adviser) is incorporated herein by reference to Exhibit (d)(i) of
Post-Effective Amendment No. 12 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 28, 2003. |
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(d)(ii)
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Letter Agreement dated December 18, 1997 between the Registrant and the Adviser with
respect to Driehaus Asia Pacific Growth Fund and Driehaus Emerging Markets Growth Fund is
incorporated herein by reference to Exhibit (d)(ii) of Post-Effective Amendment No. 12 to
Registrants Registration Statement on Form N-1A filed with the SEC on April 28, 2003. |
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(d)(iii)
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Letter Agreement dated December 18, 1998 between the Registrant and the Adviser with
respect to Driehaus International Discovery Fund and Driehaus European Opportunity Fund is
incorporated herein by reference to Exhibit (d)(iii) of Post-Effective Amendment No. 5 to
Registrants Registration Statement on Form N-lA filed with the SEC on
December 23, 1998. |
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(d)(iv)
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Letter Agreement between the Registrant and the Adviser with respect to Driehaus
International Discovery Fund dated October 1, 2006 is incorporated herein by reference to
Exhibit (d)(v) of Post-Effective Amendment No. 23 to Registrants Registration Statement on
Form N-1A filed with the SEC on December 11, 2006. |
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(d)(v)
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Letter Agreement between the Registrant and the Adviser with respect to Driehaus
International Equity Yield Fund dated April 2, 2007 is incorporated herein by reference to
Exhibit (d)(v) of Post-Effective Amendment No. 28 to the Registrants Registration Statement
on Form N-1A filed with the SEC on April 27, 2007. |
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(d)(vi)
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Letter Agreement between the Registrant and the Adviser with respect to Driehaus
International Small Cap Growth Fund dated September 17, 2007 is incorporated herein by
reference to Exhibit (d)(vi) of Post-Effective Amendment No. 33 to the Registants
Registration Statement on Form N-1A filed with the SEC on February 5, 2008. |
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(e)
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Amended and Restated Distribution Agreement dated September 13, 1999 between the Registrant
and Driehaus Securities Corporation is incorporated herein by reference to Exhibit (e) of
Post-Effective Amendment No. 12 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 28, 2003. |
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(f)
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Not Applicable. |
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(g)(i)
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Global Custody Agreement dated May 25, 1999 between the Registrant and The Chase Manhattan
Bank is incorporated herein by reference to Exhibit (g)(i) of Post-Effective Amendment No. 8
to Registrants Registration Statement on Form N-lA filed with the SEC on April 25, 2000. |
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(g)(ii)
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Amendment to Global Custody Agreement between Registrant and The Chase Manhattan Bank is
incorporated herein by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 27 to
Registrants Registration Statement on Form N-1A filed with the SEC on March 19, 2007. |
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(h)(i)
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Transfer Agency Services Agreement dated September 25, 1996 between the Registrant and PFPC
Inc. (the Transfer Agent) is incorporated herein by reference to Exhibit (h)(i) of
Post-Effective Amendment No. 12 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 28, 2003. |
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(h)(ii)
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Amendment to the Transfer Agency Services Agreement dated March 31, 2002 between the
Registrant and the Transfer Agent is incorporated herein by reference to Exhibit (h)(i)(a) of
Post-Effective Amendment No. 11 to Registrants Registration Statement on Form N-lA filed with
the SEC on April 25, 2002. |
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(h)(iii)
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Anti-Money Laundering Amendment to the Transfer Agency Services Agreement dated July 24,
2002 is incorporated herein by reference to Exhibit (h)(iv) of Post-Effective Amendment No. 12
to Registrants Registration Statement on Form N-1A filed with the SEC on April 28, 2003. |
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(h)(iv)
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Amendment to the Transfer Agency Services Agreement dated October 1, 2003 is incorporated
herein by reference to Exhibit (h)(iv) of Post-Effective Amendment No. 13
to Registrants Registration Statement on Form N-1A filed with the SEC on February
27, 2004. |
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(h)(v)
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Amendment to the Transfer Agency Services Agreement dated October 1, 2006 is incorporated
herein by reference to Exhibit (h)(v) of Post-Effective Amendment No. 23 to Registrants
Registration Statement on Form N-1A filed with the SEC on December 11, 2006. |
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(h)(vi)
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Section 312 Foreign Financial Institution Amendment to the Transfer Agency Services
Agreement dated July 5, 2006 is incorporated herein by reference to Exhibit (h)(vi) of
Post-Effective Amendment No. 23 to Registrants Registration Statement on Form N-1A filed with
the SEC on December 11, 2006. |
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(h)(vii)
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Rule 22c-2 Amendment to Transfer Agency Services Agreement dated March 1, 2007 is
incorporated herein by reference to Exhibit (h)(vii) of Post-Effective Amendment No. 32 to
Registrants Registration Statement on Form N-1A filed with the SEC on September 7, 2007. |
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(h)(viii)
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Administration and Accounting Services Agreement dated September 25, 1996 between the
Registrant and PFPC Inc. is incorporated herein by reference to Exhibit (h)(ii) of
Post-Effective Amendment No. 12 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 28, 2003. |
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(h)(ix)
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Amendment to Administration and Accounting Services Agreement dated January 1, 2003 between
the Registrant and PFPC Inc. is incorporated herein by reference to Exhibit (h)(iii) of
Post-Effective Amendment No. 12 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 28, 2003. |
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(h)(x)
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Amendment to Administration and Accounting Services Agreement for Fair Value Pricing
Services dated September 12, 2005 is incorporated by reference to Exhibit (h)(vii) of
Post-Effective Amendment No. 17 to Registrants Registration Statement on Form N-1A filed with
the SEC on April 27, 2006. |
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(h)(xi)
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Amendment to Administration and Accounting Services Agreement dated October 1, 2006 is
incorporated herein by reference to Exhibit (h)(x) of Post-Effective Amendment No. 23 to
Registrants Registration Statement on Form N-1A filed with the SEC on December 11, 2006. |
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(h)(xii)
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Expense Limitation Agreement with respect to the Driehaus International Equity Yield Fund
is incorporated herein by reference to Exhibit (h)(xi) of Post-Effective Amendment No. 27 to
Registrants Registration Statement on Form N-1A filed with the SEC on March 19, 2007. |
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(h)(xiii)
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Expense Limitation Agreement with respect to the Driehaus International Small Cap Growth
Fund is incorporated herein by reference to Exhibit (h)(xiii) of Post-Effective Amendment No.
33 to Registrants Registration Statement on Form N-1A filed with the SEC on February 5, 2008. |
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(h)(xiv)
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Amendment to Expense Limitation Agreement with respect to Driehaus International Equity
Yield Fund is incorporated herein by reference to Exhibit (h)(xiv) of Post-Effective Amendment
No. 32 to Registrants Registration Statement on Form N-1A filed
with the SEC on September 7, 2007. |
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(h)(xv)
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Agreement and Plan of Exchange for Driehaus International Equity Yield Fund is incorporated
herein by reference to Exhibit (h)(xv) of Post-Effective Amendment No. 32 to Registrants
Registration Statement on Form N-1A filed with the SEC on September 7, 2007. |
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(h)(xvi)
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Agreement and Plan of Exchange for Driehaus International Small Cap Growth Fund is
incorporated herein by reference to Exhibit (h)(xvi) of Post-Effective Amendment No. 32 to
Registrants Registration Statement on Form N-1A filed with the SEC on September 7, 2007. |
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(i)
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OPINION AND CONSENT OF VEDDER PRICE P.C. TO BE FILED BY AMENDMENT. |
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(j)
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CONSENT OF AUDITORS TO BE FILED BY AMENDMENT. |
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(k)
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Not Applicable. |
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(1)
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Investment Letter of Initial Investor in Driehaus International Growth Fund dated |
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September
13, 1996 is incorporated herein by reference to Exhibit (13) to Pre-Effective Amendment No. 1
to Registrants Registration Statement on Form N-lA filed with the SEC on October 7, 1996. |
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(m)
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Not Applicable. |
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(n)
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Not Applicable. |
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(p)
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Revised Joint Code of Ethics dated January 3, 2005 is incorporated by reference to Exhibit
(p) of Post-Effective Amendment No. 17 to Registrants Registration Statement on Form N-1A
filed with the SEC on April 27, 2006. |
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(q)(i)
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Powers of Attorney dated February 21, 2006 are incorporated by reference to Exhibit (h)(vii)
of Post-Effective Amendment No. 17 to Registrants Registration Statement on Form N-1A filed
with the SEC on April 27, 2006. |
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 25. INDEMNIFICATION.
Article V of Registrants Declaration of Trust, filed as Exhibit (a)(i), provides for the
indemnification of Registrants trustees, officers, employees and agents against liabilities
incurred by them in connection with the defense or disposition of any action or proceeding in which
they may be involved or with which they may be threatened, while in office or thereafter, by reason
of being or having been in such office, except with respect to matters as to which it has been determined that they acted with willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of their office (Disabling Conduct).
Registrant has obtained from a major insurance carrier a trustees and officers liability
policy covering certain types of errors and omissions.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
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Other Business, Profession, |
Name |
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Position
with Adviser |
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Vocation or Employment |
Richard H. Driehaus
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Chairman and Chief
Investment Officer
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Chairman of Driehaus
Securities LLC (DS LLC) and
Driehaus Capital Management
(USVI) LLC (DCM USVI) |
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Robert H. Gordon
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President and Chief
Executive Officer
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President and Chief Executive
Officer of DS LLC and DCM USVI |
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Theresa Fredrick
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Chief Operating Officer
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Chief Operating Officer of DS
LLC and Senior Vice President
of DCM USVI |
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Mary H. Weiss
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Senior Vice President
and Secretary
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Senior Vice President and
Secretary of DS LLC and DCM
USVI |
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Stephen T. Weber
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Senior Vice President
of Sales,
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Senior Vice President of DS LLC |
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Other Business, Profession, |
Name |
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Position with Adviser |
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Vocation or Employment |
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Marketing
and Client Service |
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Michelle L. Cahoon
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Vice President,
Treasurer and
Chief
Financial Officer
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Vice President, Treasurer and
Chief Financial Officer of DS
LLC and DCM USVI |
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Carla Dawson
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Vice President
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None |
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Daniel M. Rea
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Vice President
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None |
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Janet McWilliams
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Assistant Vice
President and Chief
Compliance Officer
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Assistant Vice President and
Chief Compliance Officer of DS
LLC |
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Kelly Dehler
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Assistant Secretary
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Assistant Secretary of DS LLC
and DCM USVI |
The principal business address of DS LLC and DCM USVI is 25 East Erie Street, Chicago, Illinois
60611.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Not applicable.
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Positions and Offices |
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Positions and |
(b) Name |
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with Underwriter |
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Offices with Registrant |
Richard H. Driehaus
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Chairman
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Trustee and President |
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Robert H. Gordon
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President and Chief Executive
Officer
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Senior Vice President |
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Theresa Fredrick
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Chief Operating Officer
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None |
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Mary H. Weiss
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Senior Vice President and Secretary
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None |
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Stephen T. Weber
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Senior Vice President
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None |
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Michelle L. Cahoon
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Vice President, Treasurer and
Chief Financial Officer
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Vice President and Treasurer |
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Janet McWilliams
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Assistant Vice President and Chief
Compliance Officer
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Assistant Vice President and
Chief Compliance Officer |
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Brian A. Sunshine
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Assistant Vice President
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None |
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Kelly Dehler
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Assistant Secretary
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Assistant Secretary |
The business address of the foregoing individuals is 25 East Erie Street, Chicago, Illinois 60611.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents are maintained:
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(i) |
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At the offices of the Registrant; |
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(ii) |
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At the offices of Registrants investment adviser, Driehaus Capital Management
LLC, 25 East Erie Street, Chicago, Illinois 60611, One East Erie Street, Chicago,
Illinois 60611 and 17 East Erie, Chicago, Illinois 60611; or |
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(iii) |
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At the offices of Registrants custodian, JPMorgan Chase Bank, 3 Chase
Metrotech, 8th Floor, Brooklyn, New York 11245, transfer agent, PFPC Inc., 101 Sabin
Street, Pawtucket, Rhode Island 02862, or administrator, PFPC Inc., 301 Bellevue
Parkway, Wilmington, Delaware 19809 and 4400 Computer Drive, Westborough, Massachusetts
01581. |
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the 1933 Act), and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective
Amendment No. 34 to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on the 31st
day of March, 2008.
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DRIEHAUS MUTUAL FUNDS
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By: |
/s/ Richard H. Driehaus |
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Richard H. Driehaus, President |
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Pursuant to the requirements of the 1933 Act, this Amendment to the registration statement has been
signed below by the following persons in the capacity indicated on the 31st day of
March, 2008.
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President and Trustee (Principal Executive Officer) |
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*
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Trustee |
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*
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Trustee |
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*
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Trustee |
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/s/ Michelle L. Cahoon
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Vice President and Treasurer (Principal Financial Officer) |
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* |
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Michelle L. Cahoon, pursuant to powers of attorney previously filed. |