As filed with the Securities and Exchange Commission on November 12, 2014
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | ¨ |
Post-Effective Amendment No. | ¨ |
DRIEHAUS MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
25 East Erie Street
Chicago, Illinois 60611
(Address of Principal Executive Offices, Zip Code)
Registrants Telephone Number, including Area Code (312) 587-3800
Janet L. McWilliams, 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
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
It is proposed that this filing will become effective on December 12, 2014 pursuant to Rule 488.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Driehaus International Discovery Fund
, 2014
Dear Shareholder:
As a shareholder of Driehaus International Discovery Fund, you are being asked to consider and approve the proposed reorganization of the Driehaus International Discovery Fund into the Driehaus International Small Cap Growth Fund (together with the Driehaus International Discovery Fund, the Funds), both series of the Driehaus Mutual Funds (the Trust). The Board of Trustees of the Trust recommends that you vote for the reorganization. The reorganization will allow you to continue your investment in the Driehaus Mutual Funds in a Fund with the same investment objective, similar investment strategies and restrictions and a better performance record.
The Funds adviser, Driehaus Capital Management LLC, is paying all costs of the reorganization. We urge you to vote FOR the reorganization, which is intended to qualify as a tax-free reorganization for federal income tax purposes.
A proxy statement/prospectus, as well as a question and answer sheet to address frequently asked questions, are enclosed to provide you additional information about the reorganization. On February 11, 2015, there will be a Special Meeting of Shareholders to consider the reorganization.
If you have any questions regarding the reorganization or need assistance in voting, please call Driehaus Capital Management LLCs Relationship Management Department at (888) 636-8835.
Sincerely,
Robert H. Gordon
President
DRIEHAUS MUTUAL FUNDS
In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the meeting. You may vote by mail, telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide or speak to a live operator. To vote over the Internet, go to the Internet address provided on your proxy card and follow the instructions, using your proxy card as a guide.
Question and Answer Sheet
Q. | Why am I receiving this proxy statement/prospectus? |
A. | You are receiving this proxy statement/prospectus because you are a shareholder of the Driehaus International Discovery Fund. All shareholders of record of the Driehaus International Discovery Fund as of the close of business on November 28, 2014 are being asked to consider and approve the proposed reorganization of the Driehaus International Discovery Fund into the Driehaus International Small Cap Growth Fund (together with the Driehaus International Discovery Fund, the Funds), both series of the Driehaus Mutual Funds (the Trust). |
Q. | Why has the reorganization been proposed for the Driehaus International Discovery Fund? |
A. | Driehaus Capital Management LLC (DCM or the Adviser), the Funds investment adviser, has proposed the reorganization as a part of a plan to address the lack of expected asset growth and relatively poor performance of the Driehaus International Discovery Fund. The reorganization will allow you to continue your Driehaus Mutual Funds investment in a Fund with an identical investment objective, similar investment strategies and restrictions and a better performance record. Although the Driehaus International Small Cap Growth Fund has a higher management fee, the combined Fund is expected to have lower non-management fee expenses than the Driehaus International Discovery Fund. |
Q. | What is the Boards recommendation? |
A. | The Trusts Board of Trustees (the Board) recommends that you vote FOR the reorganization. |
Q. | Why is my vote important? |
A. | For the reorganization to be approved, a majority of the shares of the Driehaus International Discovery Fund entitled to vote, present in person or by proxy, must vote FOR the reorganization. Shareholders are entitled to one vote for each full share held and fractional votes for fractional shares held. |
Q. | When would the reorganization take place? |
A. | If approved at the Special Meeting of Shareholders on February 11, 2015, the reorganization is expected to occur on or about March 9, 2015, or as soon as practicable after shareholder approval is obtained. |
Q. | Will I receive new shares in exchange for my current shares? |
A. | Yes. Upon approval and completion of the reorganization, your shares of the Driehaus International Discovery Fund will be exchanged for shares of the Driehaus International Small Cap Growth Fund. |
Q. | Who is paying the costs of the reorganization? |
A. | DCM is paying all the costs of the reorganization, including the preparation, filing, printing and mailing of the proxy statement/prospectus, accounting and legal fees, costs |
of solicitation and other administrative or operational costs related to the reorganization. DCM also will pay any explicit transaction costs related to Driehaus International Discovery Funds sale of portfolio holdings that are required in order to comply with Driehaus International Small Cap Growth Funds investment policy to invest, under normal market conditions, at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies. |
Q. | Will the reorganization create a taxable event for me? |
A. | The reorganization is intended to qualify as a reorganization for federal income tax purposes, so that you will recognize no gain or loss as a direct result of the reorganization. Prior to the closing of the reorganization, the Driehaus International Discovery Fund expects to distribute all its net investment income and net capital gains, if any. Such a distribution may be taxable to you for federal income tax purposes. |
Q. | Will the reorganization change my privileges as a shareholder? |
A. | No. The shareholder privileges available to you after the reorganization will be the same as those you currently enjoy. |
Q. | How will the reorganization affect the value of my investment? |
A. | The value of your investment will not change as a result of the reorganization. On the closing date you will receive a number of shares with the same aggregate value as you held immediately before the reorganization. |
Q. | How can I vote? |
A. | You may vote in any one of several ways. You may sign, date and return your proxy card in the enclosed postage-paid envelope, you may vote by telephone or on the Internet (see enclosed proxy card for voting instructions), or you may vote in person at the Special Meeting. If you submit a proxy and wish to change your vote, you may withdraw it at the Meeting and then vote in person or you may submit a superseding vote by mail, telephone or on the Internet. |
Q. | What happens if the reorganization is not approved? |
A. | The proposed reorganization will occur only if the shareholders approve the proposal. If shareholders do not approve the reorganization, the Driehaus International Discovery Fund will continue in existence and the Board may take other action. |
DRIEHAUS MUTUAL FUNDS
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
DRIEHAUS INTERNATIONAL DISCOVERY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 11, 2015
Notice is hereby given that a Special Meeting of Shareholders of the Driehaus International Discovery Fund, a series of Driehaus Mutual Funds, will be held at the offices of Driehaus Capital Management LLC, 25 East Erie Street, Chicago, Illinois 60611, on February 11, 2015 at 10:00 a.m. Central time, for the purposes of considering the proposal set forth below:
To approve an Agreement and Plan of Reorganization (which is attached hereto as Exhibit A) providing for the transfer of all of the assets and all of the liabilities of the Driehaus International Discovery Fund to the Driehaus International Small Cap Growth Fund solely in exchange for shares of the Driehaus International Small Cap Growth Fund. The shares so received will be distributed to shareholders of the Driehaus International Discovery Fund in complete liquidation of the Driehaus International Discovery Fund and the Driehaus International Discovery Fund will be terminated as soon as practicable thereafter. These actions are referred to as the Reorganization.
Shareholders of record of the Driehaus International Discovery Fund as of the close of business on November 28, 2014 are entitled to notice of, and to vote at, the meeting or any adjournment of the meeting.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF DRIEHAUS MUTUAL FUNDS. YOU MAY EXECUTE THE PROXY CARD AS DESCRIBED ON THE PROXY CARD. EXECUTING THE PROXY CARD IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
By Order of the Board of Trustees,
Diane J. Drake
Secretary
DRIEHAUS MUTUAL FUNDS
, 2014
PROXY STATEMENT/PROSPECTUS
DATED , 2014
RELATING TO THE ACQUISITION OF THE ASSETS
AND ASSUMPTION OF THE LIABILITIES OF
DRIEHAUS INTERNATIONAL DISCOVERY FUND
BY AND IN EXCHANGE FOR SHARES OF
DRIEHAUS INTERNATIONAL SMALL CAP GROWTH FUND
DRIEHAUS MUTUAL FUNDS
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(800) 560-6111
This Proxy Statement/Prospectus is furnished in connection with the solicitation of proxies by the Board of Trustees of Driehaus Mutual Funds (the Trust) in connection with the Special Meeting of Shareholders (the Meeting) of the Driehaus International Discovery Fund (the Target Fund), to be held on February 11, 2015 at 10:00 a.m. Central time at the offices of Driehaus Capital Management LLC, 25 East Erie Street, Chicago, Illinois 60611. At the Meeting, shareholders of the Target Fund will be asked to consider and approve a proposed reorganization, as described in the Agreement and Plan of Reorganization, which is attached hereto as Exhibit A (the Reorganization Agreement), that will result in the transfer of all the assets and liabilities of the Target Fund to the Driehaus International Small Cap Growth Fund (the Acquiring Fund) solely in exchange for voting shares of beneficial interest (shares) of the Acquiring Fund and the distribution of the shares so received to shareholders of the Target Fund in complete liquidation of the Target Fund followed by the termination of the Target Fund as soon as practicable thereafter (the Reorganization). The Acquiring Fund and the Target Fund are collectively referred to as the Funds.
THE SECURITIES AND EXCHANGE COMMISSION (SEC) HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Reorganization Agreement provides that the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund in exchange for shares of the Acquiring Fund in an amount equal in value to the aggregate net assets of the Target Fund as of the close of the New York Stock Exchange on the business day immediately prior to the closing date (the Valuation Time). The closing shall occur on March 9, 2015 or such other date as the parties may agree (the Closing Date).
On or as soon as is practicable after the Closing Date, the Target Fund will make a liquidating distribution to its shareholders of the Acquiring Funds shares received so that a holder of shares in the Target Fund will receive a number of shares of the Acquiring Fund with the same aggregate net asset value as the shares the shareholder had in the Target Fund, in each case determined as of the Valuation Time. If the Reorganization is completed, shareholders of the Target Fund will become shareholders of the Acquiring Fund and the Target Fund will be terminated.
The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). Driehaus Capital Management LLC (DCM) is the investment adviser to the Funds. BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as administrator and transfer agent to the Funds. Driehaus Securities LLC (DS LLC), an affiliate of the Adviser, serves as the distributor of the Funds.
i
This Proxy Statement/Prospectus sets forth concisely the information that a shareholder of the Target Fund should know before voting on the Reorganization, and should be retained for future reference.
The following documents have been filed with the SEC and are incorporated into this Proxy Statement/Prospectus by reference: (i) the prospectus of the Funds and other equity funds of the Trust, dated April 30, 2014, as supplemented through the date of this Proxy Statement/Prospectus, a copy of which is included with this Proxy Statement/Prospectus; (ii) the statement of additional information of the Funds and other equity funds of the Trust, dated April 30, 2014, as supplemented through the date of this Proxy Statement/Prospectus; (iii) the statement of additional information relating to the Reorganization, dated [ , 2014] (the Merger SAI); and (iv) the unaudited financial statements of the Funds included in the Semi-Annual Report of the Funds and other equity funds of the Trust for the period ended June 30, 2014. A copy of the Acquiring Funds unaudited financial statements for the period ended June 30, 2014 is included with this Proxy Statement/Prospectus. Only information relating to the Funds is incorporated by reference and no other parts of the prospectus, statement of additional information or semi-annual report are incorporated by reference herein.
Shareholders may receive free copies of the Funds annual report, semi-annual report, prospectus, statement of additional information or the Merger SAI without charge by writing to Driehaus Mutual Funds, P.O. Box 9817, Providence, Rhode Island 02940, or by calling toll-free (800) 560-6111. Copies of certain of these documents are also available on the Funds website at http://www.driehaus.com/Fund-Reports.php.
The Trust is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith files reports, proxy statements and other information with the SEC. You may review and copy information about the Funds, including the prospectus and the statement of additional information (for a duplication fee), at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549; at the Northeast Regional Office (3 World Financial Center, New York, New York 10281) and at the Midwest Regional Office (175 West Jackson Boulevard, Suite 900, Chicago, Illinois 60661). You may call the SEC at (202)551-5850 for information about the operation of the public reference room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SECs Internet site at http://www.sec.gov.
Share of the Funds are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency, and involve risk, including the possible loss of the principal amount invested.
This Proxy Statement/Prospectus is expected to be sent to shareholders beginning on or about December , 2014.
ii
1 | ||||
10 | ||||
11 | ||||
12 | ||||
12 | ||||
14 | ||||
15 | ||||
16 | ||||
17 | ||||
17 | ||||
iii
This Synopsis is designed to allow you to compare the current fees, investment goals, policies and restrictions, investment risks, and distribution, purchase, exchange and redemption procedures of the Driehaus International Discovery Fund (or the Target Fund) and the Driehaus International Small Cap Growth Fund (or the Acquiring Fund). It is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, or incorporated by reference into this Proxy Statement/Prospectus. Shareholders should read this entire Proxy Statement/Prospectus carefully. For more complete information, please read the enclosed prospectus.
The Reorganization
Background. Pursuant to the Reorganization Agreement (which is attached hereto as Exhibit A), the Target Fund will transfer all of its assets and liabilities to the Acquiring Fund solely in exchange for voting shares of the Acquiring Fund. The Target Fund will distribute the shares that it receives to its shareholders in complete liquidation of the Target Fund and will thereafter be terminated. The result of the Reorganization is that shareholders of the Driehaus International Discovery Fund will become shareholders of the Driehaus International Small Cap Growth Fund. No sales charges will be imposed in connection with the Reorganization.
The Board of Trustees of the Trust (the Board), including the Trustees who are not interested persons within the meaning of Section 2(a)(19) of the 1940 Act, considered the proposed Reorganization at a meeting held on October 23, 2014. After a thorough review of all aspects of the Reorganization and for the reasons set forth below (see Reasons for the Reorganization), the Board has concluded that the Reorganization would be in the best interests of each Fund, and that the interests of existing shareholders would not be diluted as a result of the transactions contemplated by the Reorganization. If the Reorganization is not approved by shareholders, the Target Fund will continue in existence and other action may be taken by the Board. The Board recommends that you vote for the approval of the Reorganization.
Reasons for the Reorganization. In reaching its decision, the Board considered the following factors: (1) the Acquiring Fund has an identical investment objective and similar investment strategies and restrictions as those of the Target Fund; (2) the Reorganization will allow Target Fund shareholders to continue their investment in the Driehaus Mutual Funds in a Fund with a better performance record; (3) the combined Fund is expected to have a larger asset base and a lower non-management fee expense ratio than each of the Target Fund and the Acquiring Fund; (4) the various alternatives to the Reorganization (e.g., liquidation of the Target Fund); (5) the Adviser has agreed to pay the costs of the Reorganization; and (6) the Reorganization is intended to qualify as a reorganization for U.S. federal income tax purposes, resulting in no gain or loss being recognized by the Target Fund or its shareholders as a direct result of the Reorganization.
Federal Income Tax Consequences. The Reorganization is intended to qualify for U.S. federal income tax purposes as a reorganization. If the Reorganization so qualifies, neither the Target Fund nor its shareholders will recognize any gain or loss as a direct result of the transactions contemplated by the Reorganization. As a condition to the closing of the Reorganization, the Funds will receive an opinion from counsel to the Trust substantially to that effect. No tax ruling from the Internal Revenue Service regarding the Reorganization has been requested. The opinion of counsel is not binding on the Internal Revenue Service and does not preclude the Internal Revenue Service from adopting a contrary position.
Distributions. Before the Reorganization, the Target Fund expects to distribute all of its net investment income and net capital gains, if any, to its shareholders. Such distributions may be taxable to the Target Funds shareholders for federal income tax purposes.
The Trust
The Trust is an open-end management investment company, which offers redeemable shares in different series. The Trust is a Delaware statutory trust organized under an Agreement and Declaration of Trust dated May 31, 1996, as subsequently amended and restated as of June 6, 2013 (the Declaration of Trust). The Trust may issue an unlimited number of shares in one or more series or classes as the Board may authorize. The Driehaus International Discovery Fund commenced operations on December 31, 1998. 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.
Investment Goals, Strategies and Restrictions
This section will help you compare the investment goals, strategies and restrictions of the Acquiring Fund with those of the Target Fund. Please be aware that this is only a brief discussion. More complete information may be found in the Funds prospectus.
The Funds have identical investment objectives and similar investment strategies and restrictions. Both Funds seek to maximize capital appreciation. Both Funds use a growth style of investment in equity securities, including common and preferred stocks, American Depositary Receipts and Global Depositary Receipts. For the Driehaus International Discovery Fund, there are no restrictions on the capitalization of companies whose securities the Fund may buy. Under normal market conditions, the Driehaus International Discovery Fund invests substantially all (no less than 65%) of its assets in at least three countries other than the United States. Under normal market conditions, the Driehaus International Small Cap Growth Fund invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of non-U.S. small capitalization companies. The Adviser currently considers non-U.S. small capitalization companies to be companies located in the same countries and within the same market capitalization range at the time of investment as those included in the MSCI All Country World ex USA Small Cap Growth Index. As of April 30, 2014, approximately 92% of the MSCI All Country World ex USA Small Cap Growth Index consisted of companies with a market capitalization of less than $5 billion. In addition, while the Driehaus International Small Cap Growth Fund invests primarily in the equity securities of non-U.S. companies, it may invest up to a maximum of 20% of its assets in equity securities of U.S. companies.
Both Funds may invest substantial portions of their assets in emerging markets from time to time and in companies with limited operating histories. Both Funds also invest in a low number of issuers, making them both non-diversified funds.
Investment decisions for both Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. Both Funds sell holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
The Funds also have identical investment restrictions, except that the Driehaus International Small Cap Growth Fund has an additional non-fundamental investment restriction to invest, under normal market conditions, at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies (the Names Rule Requirement).
2
Investment Risks
An investment in the Driehaus International Discovery Fund is subject to the same types of risks as an investment in the Driehaus International Small Cap Growth Fund, except that the Driehaus International Discovery Fund is also subject to medium-sized company risk. Below are the main risks of investing in the Driehaus International Small Cap Growth Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the United States involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. While small-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-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-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. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.
3
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Fees and Expenses
The following comparative fee table shows the fees for the Driehaus International Discovery Fund and the Driehaus International Small Cap Growth Fund as of December 31, 2013. The pro forma fees and expenses show the Driehaus International Small Cap Growth Funds fees assuming that the Reorganization occurred on June 30, 2014.
Shareholder Fees and Annual Operating Expenses
(As a Percentage of Average Net Assets)
Because all Driehaus Mutual Funds are no-load investments, neither the Driehaus International Small Cap Growth Fund nor the Driehaus International Discovery Fund charges any shareholder fees (such as sales loads) when you buy or sell shares of the Funds unless you sell your shares within 60 days after purchase. In that case, the Funds redemption fee of 2.00% of the amount redeemed may apply. Effective January 1, 2014, the Driehaus International Discovery Funds annual management fee was reduced from 1.35% (on the first $1 billion of average daily net assets and 1.25% thereafter) to 1.25% (on all assets) of average daily net assets.
4
This table describes the fees and expenses that you pay if you buy and hold Fund shares.
Driehaus International Discovery Fund |
Driehaus International Small Cap Growth Fund |
Pro Forma Driehaus International Small Cap Growth Fund |
||||||||||
Shareholder Fees (fees paid directly from your investment) |
||||||||||||
Maximum Sales Charge Imposed on Purchases |
None | None | None | |||||||||
Maximum Deferred Sales Charge |
None | None | None | |||||||||
Maximum Sales Charge Imposed on Reinvested Dividends |
None | None | None | |||||||||
Redemption Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | 2.00 | % | 2.00 | % | ||||||
Exchange Fee |
None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
Management Fee |
1.25 | %(1) | 1.50 | % | 1.50 | % | ||||||
Other Expenses |
0.30 | % | 0.23 | % | 0.20 | % | ||||||
|
|
|
|
|
|
|||||||
Total Annual Fund Operating Expenses |
1.55 | %(2) | 1.73 | % | 1.70 | % |
(1) | The management fee has been restated to reflect the reduction in the rate, effective January 1, 2014. |
(2) | For the pro forma period July 1, 2013 to June 30, 2014, the Management Fee was 1.30% and Other Expenses were 0.35%, which would result in Total Annual Fund Operating Expenses of 1.65% for the pro forma period. |
Example
This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a 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:
Fund |
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Driehaus International Discovery Fund |
$ | 158 | $ | 490 | $ | 845 | $ | 1,845 | ||||||||
Driehaus International Small Cap Growth Fund |
$ | 176 | $ | 545 | $ | 939 | $ | 2,041 | ||||||||
Pro Forma Driehaus International Small Cap Growth Fund |
$ | 173 | $ | 536 | $ | 923 | $ | 2,009 |
Portfolio Turnover
The Funds pay transaction costs, such as commissions, when they buy and sell securities (or turn over their portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Driehaus International Discovery Funds portfolio turnover rate was 156% of the
5
average value of its portfolio and the Driehaus International Small Cap Growth Funds portfolio turnover rate was 320% of the average value of its portfolio.
Investment Adviser
Driehaus Capital Management LLC, 25 East Erie Street, Chicago, Illinois 60611, is the investment adviser to the Funds. DCM is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. DCM was organized in 1982 and as of , 2014 managed approximately $ in assets. DCM is responsible for providing investment advisory and management services to the Funds, subject to the direction of the Board.
The Driehaus International Discovery Fund currently is managed by Joshua Rubin. Prior to assuming sole portfolio manager responsibilities on September 12, 2014, Mr. Rubin served as an assistant portfolio manager of the Fund since May 1, 2013. Mr. Rubin has responsibility for making investment decisions on behalf of the Fund. Mr. Rubin earned a B.S.F.S. in International Politics from Georgetown University. Prior to joining the Adviser in 2012, Mr. Rubin was a portfolio manager for Marsico Capital Management where he co-managed an emerging markets mutual fund. He also served as an emerging markets senior analyst, leading the global energy, industrials and materials research efforts for Marsicos six other funds. Prior to this role, Mr. Rubin was an analyst at the investment bank George K. Baum & Company.
David Mouser has assisted in the management of Driehaus International Small Cap Growth Fund since its inception on September 17, 2007 and became the lead portfolio manager on May 1, 2012. Mr. Mouser is responsible for making investment decisions on behalf of the Fund. Since September, 2005, Mr. Mouser was the assistant portfolio manager for the Driehaus International Opportunities Fund, L.P., the predecessor limited partnership to the Fund. Mr. Mouser joined the Adviser in 1999 upon completion of his B.S. degree in Finance from the University of Dayton. Prior to assuming portfolio management responsibilities, Mr. Mouser was an investment analyst with the Adviser.
Daniel Burr has been the co-portfolio manager for the Driehaus International Small Cap Growth Fund since May 1, 2014. He has responsibility for making investment decisions on behalf of the Fund. Mr. Burr received his B.S. in applied economics and business management from Cornell University in 2000 and completed his M.B.A. in 2006 with concentrations in finance and accounting from the University of Chicago Booth School of Business. Mr. Burr began his career at First Manhattan Consulting Group as an analyst from 2000 to 2001. Prior to joining Driehaus in 2013, Mr. Burr worked at Oberweis Asset Management, leaving with the title of senior international equity analyst. He joined the Adviser in 2013 as an investment analyst to the Fund prior to becoming co-portfolio manager.
Ryan Carpenter has been the assistant portfolio manager of the Driehaus International Small Cap Growth Fund since May 1, 2010. He has investment decision-making responsibilities for the Fund, subject to Messrs. Mousers and Burrs approval. Mr. Carpenter joined the Adviser in 2007, upon completion of his B.A. degree in Finance from the University of Illinois at Chicago. Mr. Carpenter is also the portfolio manager for the Advisers International Realty strategy. Prior to assuming portfolio management responsibilities, Mr. Carpenter was an investment analyst with the Adviser.
The Funds Statement of Additional Information provides additional information about the portfolio managers compensation, other accounts managed and ownership of securities in the Funds.
Investment Advisory Fees
Each Fund pays the Adviser an annual investment management fee on a monthly basis as follows:
6
Fund |
As a percentage of average daily net assets |
|||
Driehaus International Discovery Fund |
1.25 | % | ||
Driehaus International Small Cap Growth Fund |
1.50 | % |
Performance
The bar charts and tables provide some indication of the risks of investing in the Funds. The bar charts shows the volatilityor variabilityof a Funds annual total returns over time, and shows that Fund performance can change from year to year. The tables show a Funds average annual total returns for certain time periods compared to the returns of one or more broad-based securities indices. Of course, a Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling (800) 560-6111.
The Driehaus International Small Cap Growth Funds performance shown below includes the performance of the Driehaus International Opportunities Fund, L.P. (the Predecessor Limited Partnership), the Funds predecessor, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Predecessor Limited Partnership was established on August 1, 2002 and the Fund succeeded to the Predecessor Limited Partnerships assets on September 17, 2007. The Predecessor Limited Partnership was not registered under the 1940 Act, and thus was not subject to certain investment and operational restrictions that are imposed by the 1940 Act. If the Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Limited Partnerships performance has been restated to reflect estimated expenses of the Driehaus International Small Cap Growth Fund. After-tax performance returns are not included for the Predecessor Limited Partnership. The Predecessor Limited Partnership was not a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and therefore did not distribute current or accumulated earnings and profits and was not subject to the diversification and source of income requirements applicable to regulated investment companies.
The tables show returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
Annual Returns for the Years Ended December 31 Driehaus International Discovery Fund
During the periods shown in the bar chart, the highest return for a quarter was 26.81% (quarter ended 6/30/09) and the lowest return for a quarter was 33.41% (quarter ended 9/30/08).
Annual Returns for the Years Ended December 31 Driehaus International Small Cap Growth Fund
During the periods shown in the bar chart, the highest return for a quarter was 24.89% (quarter ended 6/30/09) and the lowest return for a quarter was 29.85% (quarter ended 9/30/08).
7
Average Annual Total Returns as of December 31, 2013
1 year | 5 years | 10 years | ||||||||||
Driehaus International Discovery Fund |
||||||||||||
Returns Before Taxes |
17.09 | % | 12.78 | % | 7.36 | % | ||||||
Returns After Taxes and Distributions |
17.09 | % | 12.66 | % | 6.01 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
9.68 | % | 10.23 | % | 5.98 | % | ||||||
MSCI All Country World ex USA Growth Index (reflects no deductions for fees, expenses or taxes) |
15.86 | % | 13.28 | % | 7.70 | % | ||||||
MSCI All Country World ex USA Index (reflects no deductions for fees, expenses or taxes) |
15.78 | % | 13.32 | % | 8.03 | % |
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||
1 year | 5 years | Since Inception (9/17/07- 12/31/13) |
10 Years | |||||||||||||
Driehaus International Small Cap Growth Fund |
||||||||||||||||
Returns Before Taxes |
29.24 | % | 20.33 | % | 5.57 | % | 14.90 | % | ||||||||
Returns After Taxes and Distributions |
24.54 | % | 19.37 | % | 4.25 | % | N/A | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
18.07 | % | 16.38 | % | 3.88 | % | N/A | |||||||||
MSCI All Country World ex USA Small Cap Growth Index (reflects no deductions for fees, expenses or taxes) |
18.82 | % | 18.77 | % | 2.18 | % | 9.50 | % |
The Funds Purchase, Exchange and Redemption Procedures
The Driehaus International Small Cap Growth Fund is closed to new investors. An investor may purchase Driehaus International Small Cap Growth Fund shares and reinvest dividends and capital gains they receive on holdings of Fund shares in additional shares of the Fund if they are:
| A current Fund shareholder; |
| A participant in a qualified retirement plan that offers the 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; or |
| A financial advisor or registered investment adviser whose clients have Fund accounts. |
Investors may open a new account in the Driehaus International Small Cap Growth Fund if they:
| Are an employee of the Adviser or its affiliates or a Trustee of the Trust; |
| Exchange shares of another Driehaus Mutual Fund for shares of the Fund; |
8
| Hold shares of the Fund in another account, provided the new account and the existing account are registered under the same address of record, the same primary Social Security Number or Taxpayer Identification Number, the same name(s), and the same beneficial owner(s); or |
| Are a financial advisor or registered investment adviser whose clients have Fund accounts. |
These restrictions apply to investments made directly through Driehaus Securities LLC, the Funds distributor, as well as investments 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. Once an account is closed, additional investments will not be accepted 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 Driehaus International Small Cap Growth 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.
Generally, the procedures for purchasing, redeeming and exchanging shares of the Funds are identical.
Purchase Procedures. Shares of each Fund may be purchased directly from Driehaus Mutual Funds by mail, telephone or wire. Shares may also be purchased through investment dealers or other financial institutions.
The minimum initial purchase requirement for both Funds is $10,000 for regular accounts and $2,000 for IRAs. The minimum subsequent purchase requirement is $2,000 for regular accounts, $500 for IRA accounts, $100 for the automatic investment plan (monthly) and $300 for the automatic investment plan (quarterly).
Fund shares may be purchased at a price per share equal to the net asset value (NAV) next calculated after receipt of your purchase in good form. The NAV of each Fund is calculated as of the close of regular trading on the New York Stock Exchange (NYSE) (normally, 3:00 p.m. Central time) on each day the NYSE is open for trading. The NAV per share is determined by dividing the difference between the values of a Funds assets and liabilities by the number of its shares outstanding.
Exchange Privileges. Shares of a Fund that have been 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) has (have) the same transfer agent, is (are) available for purchase, the Fund(s) to be acquired is (are) registered for sale in the investors state of residence and they 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 investors receive and pay for the shares they exchange. Shareholders will automatically have the ability to exchange shares of any Driehaus Mutual Fund, subject to the qualifications noted above, by telephone unless a shareholder indicates on their application that they 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 a shareholder may recognize a capital gain or loss upon an exchange, depending upon the cost or other basis of the shares exchanged. 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.
9
Redemption Procedures. Shareholders may redeem shares by mail, telephone or wire. Redemptions are made at a Funds net asset value per share next calculated after receipt of a redemption order in good form. If a shareholders account balance drops below $5,000 due to redemptions ($1,500 for IRA Accounts), the Funds or an authorized financial institution may redeem the shareholders remaining shares and close the account. However, the shareholder will always be given at least 30 days notice to give him time to add to his account and avoid an involuntary redemption.
If a shareholders address of record has changed within the last 30 days, a redemption request exceeds $100,000, a shareholder requests that proceeds be sent to an address or an account that is different from the address or account of record, a redemption amount is to be wired to a bank other than one previously authorized or wire transfer instructions have been changed within 30 days of the request, then the Funds or an authorized financial institution will require a medallion signature guarantee.
Redemptions in Kind. Both 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.
Dividend Policies. The Funds generally declare and pay dividends annually and distribute net capital gains, if any, at least annually. Shareholders will receive dividends and distributions in the form of additional shares unless they have elected to receive payment in cash. Dividends are taxable in the same manner for federal income tax purposes whether they are received in shares or cash.
INFORMATION RELATING TO THE REORGANIZATION
Description of the Reorganization. The following summary is qualified in its entirety by reference to the Reorganization Agreement, which is found in Exhibit A. The Reorganization Agreement provides for the Reorganization to occur on or about March 9, 2015, or such other date as to which the parties may agree.
The Reorganization Agreement provides that all of the assets and liabilities of the Driehaus International Discovery Fund will be transferred to the Driehaus International Small Cap Growth Fund. In exchange for the transfer of these assets and liabilities, the Driehaus International Small Cap Growth Fund will issue a number of its full and fractional voting shares to the Driehaus International Discovery Fund, equal in value to the aggregate net asset value of the Driehaus International Discovery Fund, calculated based on the value of the Driehaus International Discovery Funds assets, net of its liabilities, as of the Valuation Time.
Following the transfer of all the assets and liabilities in exchange for the Driehaus International Small Cap Growth Fund shares, the Driehaus International Discovery Fund will distribute all the shares of the Driehaus International Small Cap Growth Fund pro rata to its shareholders of record in complete liquidation. Shareholders of the Driehaus International Discovery Fund will receive a number of shares of the Driehaus International Small Cap Growth Fund with the same aggregate net asset value as the shares the shareholder had in the Driehaus International Discovery Fund as of the Valuation Time. Such distribution will be accomplished by the establishment of accounts in the names of the Driehaus International Discovery Funds shareholders on the share records of the Driehaus International Small Cap Growth Funds transfer agent. Each account will receive the respective pro rata number of full and fractional shares of the Driehaus International Small Cap Growth Fund due to the shareholders of the Driehaus International Discovery Fund. The Driehaus International Discovery Fund thereafter will be
10
terminated. The Funds do not issue share certificates to shareholders. Shares of the Driehaus International Small Cap Growth Fund to be issued will have no preemptive or conversion rights.
The Reorganization Agreement contains customary representations, warranties and conditions. The Reorganization Agreement provides that the consummation of the Reorganization is conditioned upon, among other things: (i) approval of the Reorganization by a majority of the Driehaus International Discovery Funds shareholders; and (ii) the receipt by the Funds of a tax opinion substantially to the effect that the transfers made pursuant to the Reorganization will not result in the recognition of gain or loss for federal income tax purposes by the Funds or the shareholders of the Target Fund. The Reorganization Agreement may be terminated if, before the Closing Date, any of the required conditions have not been met, the representations and warranties are not true, or the Board determines that the Reorganization is not in the best interests of a Fund.
Costs of Reorganization. The Adviser has agreed to pay the expenses incurred in connection with the Reorganization. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of this Proxy Statement/Prospectus; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. The Adviser has also agreed to pay any explicit transaction costs related to the Target Funds sale of portfolio holdings that are required in order to comply with the Acquiring Funds investment policy, under normal market conditions, to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies (the Names Rule Requirement).
FEDERAL INCOME TAX CONSEQUENCES
The Reorganization is intended to qualify for U.S. federal income tax purposes as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. If it so qualifies, neither the Target Fund nor its shareholders will recognize gain or loss as a direct result of the Reorganization; the basis of the Driehaus International Small Cap Growth Fund shares received by the Target Funds shareholders will be the same as the basis of the Target Fund shares exchanged therefor; and the holding period of the Driehaus International Small Cap Growth Fund shares received will include the holding period of the Target Fund shares exchanged therefor, provided that the shares exchanged were held as capital assets at the time of the Reorganization. As a condition to the closing of the Reorganization, the Funds will receive an opinion from counsel to the Trust substantially to that effect. No tax ruling from the Internal Revenue Service regarding the Reorganization has been requested. The opinion of counsel is not binding on the Internal Revenue Service and does not preclude the Internal Revenue Service from adopting a contrary position.
The sale of securities by the Target Fund before the Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could result in taxable distributions to Target Fund shareholders prior to the effective time of the Reorganization.
After the Reorganization, the Acquiring Funds ability to use the Target Funds or the Acquiring Funds pre-Reorganization capital losses, if any, may be limited under certain federal income tax rules applicable to reorganizations of this type. Therefore, in certain circumstances, shareholders may pay federal income tax sooner, or may pay more federal income taxes, than they would have had the Reorganization not occurred. The effect of these potential limitations will depend on a number of factors, including the amount of the losses, the amount of gains to be offset, the exact timing of the Reorganization and the amount of unrealized capital gains in the Funds at the time of the Reorganization. As of December 31, 2013, the Funds had capital loss carryforwards as follows:
11
Target Fund | Acquiring Fund | |||||||
Expiration: |
||||||||
December 31, 2016 |
$ | 119,874,502 | $ | | ||||
December 31, 2017 |
$ | 109,113,076 | $ | | ||||
Not subject to expiration: |
| | ||||||
Total |
$ | 228,987,578 | $ | | ||||
|
|
|
|
For net capital losses arising in taxable years beginning after December 22, 2010 (post-enactment losses), a Fund will generally be able to carryforward such capital losses indefinitely. A Funds net capital losses from taxable years beginning on or prior to December 22, 2010 (pre-enactment losses), however, will remain subject to their current expiration dates and can be used only after the post-enactment losses.
In addition, shareholders of the Target Fund will receive a proportionate share of any taxable income and gains realized by the Acquiring Fund and not distributed to its shareholders prior to the Reorganization when such income and gains are eventually distributed by the Acquiring Fund. As a result, shareholders of the Target Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred.
The preceding is only a general summary of certain U.S. federal income tax consequences to shareholders of the Target Fund. Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization to them, including foreign, state and local tax consequences.
The following table sets forth as of June 30, 2014: (i) the unaudited capitalization of the Acquiring Fund; (ii) the unaudited capitalization of the Target Fund; and (iii) the unaudited pro forma combined capitalization of the Acquiring Fund, assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily share purchase and redemption activity.
Fund |
Net Assets | Net Asset Value Per Share |
Shares Outstanding |
|||||||||
Driehaus International Discovery Fund |
$ | 118,578,396 | $ | 32.04 | 3,700,739 | |||||||
Driehaus International Small Cap Growth Fund |
$ | 252,629,412 | $ | 11.43 | 22,107,999 | |||||||
Pro Forma Driehaus International Small Cap Growth Fund |
$ | 371,207,808 | $ | 11.43 | 32,484,982 |
REASONS FOR THE REORGANIZATION
DCM and the Board have considered possible solutions for investors of the Target Fund as a result of continued underperformance. DCM has recommended to the Board that the Target Fund be merged into the Acquiring Fund, which has many comparable characteristics. Both Funds have always had a primary objective of maximizing capital appreciation, which they pursue using a growth style of investing. They each invest in equity securities of non-U.S. companies and make investment decisions using the same investment philosophy. The key difference between the two Funds is that the Target Fund has no restriction on the market capitalization of the companies whose securities it may buy, while the Acquiring Fund must, under normal market conditions, invest at least 80% of its net assets (plus the
12
amount of borrowings for investment purposes) in the equity securities of non-U.S. small-capitalization companies. The Funds risks, policies and restrictions are otherwise substantially similar. On October 23, 2014, the Board, including the Trustees who are not interested persons (within the meaning of the 1940 Act), voted to approve the Reorganization and to recommend its approval to shareholders of the Target Fund.
In determining to recommend that the shareholders of the Target Fund approve the Reorganization, the Board considered the factors described below, among others:
In light of the Target Funds relatively poor performance, small size and net redemptions, DCM no longer considers the Target Fund to be viable.
DCM has proposed merging the Target Fund into the Acquiring Fund because DCM believes the Acquiring Fund is the best investment fit for Target Fund shareholders given that the investment objective of the Target and Acquiring Funds is the same and the investment strategies are similar, with similar investment restrictions.
The Acquiring Fund has a long-term investment performance record that is substantially stronger than that of the Target Fund.
The Acquiring Fund has a better performance record relative to its peers than does the Target Fund.
DCM has represented that the Acquiring Fund has sufficient capacity to permit DCM to effectively manage the assets received from the Target Fund.
DCM will pay the costs associated with the Reorganization, including the explicit transaction costs related to any trades by the Target Fund that are required in order for the Acquiring Fund to continue to comply with the Names Rule Requirement at the time of the Reorganization.
The Reorganization will provide Target Fund shareholders with a continuing investment alternative managed by DCM and is expected to be accomplished on a tax-free basis.
The non-management fee expense ratio of the Acquiring Fund is lower than that of the Target Fund.
The higher management fee of the Acquiring Fund over that of the Target Fund reflects the capacity constraints of the Acquiring Fund that do not exist in the Target Fund.
The total expense ratio of the Acquiring Fund ranked at the 30% percentile (1% being the highest expense ratio) in comparison to its Lipper peer group as of June 30, 2014.
If the Target Fund continues to have net redemptions, its expense ratio will increase, potentially to a level close to that of the Acquiring Fund.
The Board concluded that the Reorganization would not result in the dilution of the interests of current shareholders in either the Target Fund or the Acquiring Fund.
The Board noted that the services available to shareholders of the Target Fund would be identical to those available to shareholders of the Acquiring Fund.
13
The Reorganization is intended to qualify as a reorganization for U.S. federal income tax purposes, resulting in no gain or loss being recognized by the Target Fund or its shareholders as a direct result of the Reorganization.
The Board also considered the alternatives to the Reorganization.
Based on all of the foregoing, the Board concluded that the Target Funds participation in the Reorganization would be in the best interests of the Target Fund and would not dilute the interests of the Target Funds existing shareholders.
The Board recommends that shareholders of the Target Fund vote FOR the Reorganization.
General. The Trust is an open-end management investment company established as a Delaware statutory trust pursuant to the Declaration of Trust. The Trust is also governed by its By-Laws and applicable Delaware state law.
Shares. The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, from an unlimited number of series of shares. Currently, the Trust consists of nine separate investment series. The shares of the Funds have no preference as to conversion features, exchange privileges or other attributes, and have no preemptive rights.
Voting Rights. On any matter submitted to a vote of shareholders, all shares entitled to vote are voted on by individual series, except that: (i) when so required by the 1940 Act, the shares are voted in the aggregate and not by individual series; and (ii) when the Trustees of the Trust have determined that the matter only affects the interest of one or more series, then only shareholders of such series are entitled to vote.
Shareholder Meetings. The Trust is not required to hold annual meetings of shareholders, but may hold special meetings of shareholders under certain circumstances. A special meeting of shareholders may be called at any time by the Trustees or on the written request of shareholders owning at least one-tenth of the outstanding shares entitled to vote.
Election and Term of Trustees. The Trusts affairs are supervised by the Board under the laws governing statutory trusts in the State of Delaware. Subject to 1940 Act requirements, Trustees may be elected by shareholders or appointed in accordance with the Trusts Declaration of Trust. Under the Declaration of Trust, Trustees hold office during the lifetime of the Trust and until its termination, or until their successors are duly elected and qualified, or until their death, removal or resignation. A Trustee may be removed at any time by written instrument signed by at least 80% (two-thirds with cause) of the number of Trustees prior to such removal or with or without cause by a vote of shareholders owning at least two-thirds of the outstanding shares entitled to vote. Pursuant to the Trusts Governance Guidelines and Procedures, each Independent Trustee who has joined the Board after January 1, 2011 shall retire no later than December 31 of the year in which the Independent Trustee reaches the age of 75 (the Retirement Date). Trustees who are interested persons (within the meaning of the 1940 Act) and Independent Trustees who joined the Board prior to January 1, 2011 are not subject to the Retirement Date.
14
Shareholder Liability. Pursuant to Delaware state law and the Trusts Declaration of Trust, shareholders of the Funds generally are not personally liable for the acts, omissions or obligations of the Trustees or the Trust.
Trustee Liability. Pursuant to Delaware state law and the Declaration of Trust, Trustees are not personally liable to any person other than the Trust and the shareholders for any act, omission or obligation of the Trust or another Trustee. Pursuant to the Declaration of Trust, no person who is or has been a Trustee shall be subject to any personal liability to the Trust or shareholders except for liability arising from failure to perform his or her duties in conformance with the Declaration of Trust or from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. The Trust generally indemnifies Trustees against all liabilities and expenses incurred by reason of being a Trustee, except subject to applicable law.
The foregoing is only a summary of certain rights of shareholders of the Funds under the Trusts governing charter documents, by-laws and state law, and is not a complete description of provisions contained in those sources. Shareholders should refer to the provisions of those documents and state law directly for a more thorough description.
Information concerning the operation and management of the Funds is included in the current prospectus relating to the Funds, the relevant portions of which are incorporated herein by reference and a copy of which accompanies this Proxy Statement/Prospectus. Additional information about the Funds is included in the Statement of Additional Information for the Funds dated April 30, 2014, which is available upon request and without charge by calling (800) 560-6111.
Householding. In order to provide greater convenience to shareholders and cost savings to the Funds by reducing the number of duplicate shareholder mailings, only one copy of most financial reports, proxy statements and prospectuses will be mailed to households, even if more than one person in a household owns shares of the Fund.
Interest of Certain Persons in the Reorganization. The Adviser may be deemed to have an interest in the Reorganization because it provides investment advisory services to the Funds pursuant to advisory agreements with the Funds. Future growth of the Funds can be expected to increase the total amount of fees payable to the Adviser.
Fiscal Year End and Financial Statements. The fiscal year end of each Fund is December 31.
The financial statements of the Funds contained in the Funds annual report to shareholders for the fiscal year ended December 31, 2013 have been audited by Ernst & Young LLP, their independent auditor. The unaudited financial statements for the Funds for the period ended June 30, 2014 are incorporated by reference into this Proxy Statement/Prospectus, and a copy of the Acquiring Funds unaudited financial statements for the period ended June 30, 2014 is included with this Proxy Statement/Prospectus. The Funds will furnish, without charge, a copy of their most recent semi-annual or annual report, on request. Requests should be directed to the Funds at P.O. Box 9817, Providence, Rhode Island 02940, or by calling (800) 560-6111.
Federal Income Tax Considerations. For a discussion of the federal income tax issues relating to buying, holding, exchanging and selling any of the Funds shares, please see the accompanying prospectus.
15
General Information. This Proxy Statement/Prospectus is being furnished in connection with the solicitation of proxies by the Board. It is expected that the solicitation of proxies will be primarily by mail. Officers and service contractors of the Trust may also solicit proxies by the Internet or by other means. D.F. King has been engaged to assist in the solicitation of proxies. The total costs of solicitation (including the printing and mailing of this Proxy Statement/Prospectus, meeting notice and form of proxy, as well as any necessary supplementary solicitations) are expected to be $ and will be borne by the Adviser.
Voting Rights and Required Vote. Shareholders of the Target Fund are entitled to one vote for each full share held and fractional votes for fractional shares held. One-third of the shares of the Target Fund entitled to vote, present in person or by proxy, constitutes a quorum. Approval of the Reorganization with respect to the Target Fund requires the vote of a majority of the shares of the Fund entitled to vote, present in person or by proxy. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting to the Trust a written notice of revocation or a subsequently executed proxy or by attending the Meeting and voting in person. The proposed Reorganization will be voted upon only by the shareholders of the Target Fund.
Shares represented by a properly executed proxy will be voted in accordance with the instructions thereon, or if no specification is made, the shares will be voted FOR the approval of the Reorganization. It is not anticipated that any matters other than the approval of the Reorganization will be brought before the Meeting. Should other business properly be brought before the Meeting, it is intended that the accompanying proxies will be voted in accordance with the judgment of the persons named as such proxies. For the purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker non-votes (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. For this reason, abstentions and broker non-votes will have the effect of a no vote for purposes of obtaining the requisite approval of the Reorganization.
If sufficient votes in favor of the proposal set forth in the Notice of the Special Meeting are not received by the time scheduled for the Meeting, the shareholders present in person or by proxy at the Meeting and entitled to vote at the Meeting, whether or not sufficient to constitute a quorum, may adjourn the Meeting. Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.
Record Date and Outstanding Shares. Only shareholders of record of the Driehaus International Discovery Fund at the close of business on November 28, 2014 (the Record Date) are entitled to notice of and to vote at the Meeting and any postponement or adjournment thereof. At the close of business on the Record Date, shares of the Driehaus International Discovery Fund were outstanding and entitled to vote.
Security Ownership of Certain Beneficial Owners and Management
Target Fund. As of the Record Date, the officers and Trustees of the Trust as a group, beneficially owned % of the outstanding shares of the Driehaus International Discovery Fund.
The following table sets forth the holdings of the shares of the Driehaus International Discovery Fund as of the Record Date, of each person known to own, control, or hold with power to vote 5% or
16
more of the Funds outstanding voting securities, and the estimated pro forma percentages of ownership of the combined Fund after the Reorganization:
Name and Address |
Percentage Ownership | Estimated Pro Forma Percentage of the Combined Fund After the Reorganization |
Acquiring Fund. As of the Record Date, the officers and Trustees of the Trust as a group, beneficially owned % of the outstanding shares of the Driehaus International Small Cap Growth Fund.
The following table sets forth the holdings of the shares of the Driehaus International Small Cap Growth Fund as of the Record Date, of each person known to own, control, or hold with power to vote 5% or more of the Funds outstanding voting securities, and the estimated pro forma percentages of ownership of the combined Fund after the Reorganization:
Name and Address |
Percentage Ownership | Estimated Pro Forma Percentage of the Combined Fund After the Reorganization |
[Control Persons. As of the Record Date, to the best of the knowledge of the Trust, there were no control persons, as defined by the 1940 Act, of either Fund.]
The Board knows of no other business to be brought before the Meeting. However, if any other matters come before the Meeting, it is the intention that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.
Shareholder inquiries may be addressed by calling (888) 636-8835.
Shareholders who do not expect to be present at the Meeting are requested to vote using the methods described on the enclosed proxy card.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on February 11, 2015:
The Notice of Special Meeting and the Proxy Statement/Prospectus are available at www.proxyonline.com/docs/driehaus.pdf .
17
By Order of the Board of Trustees,
Diane J. Drake
Secretary
DRIEHAUS MUTUAL FUNDS
18
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of this 23rd day of October, 2014 by Driehaus Mutual Funds, a Delaware statutory trust (the Trust), on behalf of and between Driehaus International Small Cap Growth Fund (the Acquiring Fund) and Driehaus International Discovery Fund (the Target Fund and, together with the Acquiring Fund, the Funds); and Driehaus Capital Management LLC (the Adviser), the investment adviser to the Funds (for purposes of Section 9.1 of the Agreement only).
This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all of the assets of the Target Fund to the Acquiring Fund in exchange for voting shares of beneficial interest, no par value per share, of the Acquiring Fund (Acquiring Fund Shares) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution of the Acquiring Fund Shares to the shareholders of the Target Fund as part of the termination, dissolution and complete liquidation of the Target Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the Reorganization).
WHEREAS, each Fund is a separate series of the Trust, and the Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Board of Trustees of the Trust has determined that the Reorganization, with respect to the Acquiring Fund, is in the best interests of the Acquiring Fund and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganization; and
WHEREAS, the Board of Trustees of the Trust has determined that the Reorganization, with respect to the Target Fund, is in the best interests of the Target Fund and that the interests of the existing shareholders of the Target Fund will not be diluted as a result of the Reorganization.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:
ARTICLE I
TRANSFER OF ASSETS OF THE TARGET FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND TERMINATION AND LIQUIDATION OF THE TARGET FUND
1.1 THE EXCHANGE. The Target Fund agrees to transfer all of its assets, as set forth in Section 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Target Fund the number of full and fractional Acquiring Fund Shares, computed in the manner set forth in Section 2.3; and (ii) to assume all of the liabilities of the Target Fund, as set forth in Section 1.3. Such transactions shall take place at the closing provided for in Section 3.1 (the Closing).
1.2 ASSETS TO BE TRANSFERRED. The Target Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Valuation Time, as such term is defined in Section 2.1.
The Target Fund will, within a reasonable period of time before the Closing Date (as such term is defined in Section 3.1), furnish the Acquiring Fund with a list of the Target Funds portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish the Target Fund with a list of the securities, if any, on the Target Funds list referred to above that do not conform to the Acquiring Funds investment objective, policies, and restrictions. The Target Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Funds list before the Closing Date. In addition, if it is determined that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any investments or securities if, in the reasonable judgment of the Trusts Board of Trustees or the Adviser, such disposition would adversely affect the status of the Reorganization as a reorganization for federal income tax purposes or would otherwise not be in the best interests of the Target Fund.
1.3 LIABILITIES TO BE ASSUMED. The Target Fund will endeavor to discharge all of its known liabilities and obligations to the extent possible before the Closing Date. Notwithstanding the foregoing, any liabilities not so discharged shall be assumed by the Acquiring Fund, which assumed liabilities shall include all of the Target Funds liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is practicable but in no event later than 12 months after the Closing Date (the Liquidation Date): (a) the Target Fund will completely liquidate and will distribute, pro rata to its shareholders of record, determined as of the Valuation Time (the Target Fund Shareholders), all of the Acquiring Fund Shares received by the Target Fund pursuant to Section 1.1; and (b) the Target Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.7 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Target Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Target Fund will simultaneously be canceled on the books of the Target Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. Shares of the Acquiring Fund will
2
be issued to the Target Fund, in an amount computed in the manner set forth in Section 2.3, to be simultaneously distributed to Target Fund Shareholders.
1.6 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the Target Fund shares on the books of the Target Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
1.7 TERMINATION. The Target Fund shall be dissolved, terminated and have its affairs wound up in accordance with Delaware state law, promptly following the Closing Date and the making of all distributions pursuant to Section 1.4.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Target Funds net assets shall be the value of all the Target Funds assets, less the amount of all the Target Funds liabilities, as of the close of regular trading on the New York Stock Exchange (NYSE) on the business day immediately prior to the Closing Date (such time and date being hereinafter called the Valuation Time). The value of the Target Funds assets shall be determined by using the valuation procedures adopted by the Board of Trustees of the Trust and the Acquiring Funds then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties.
2.2 VALUATION OF SHARES. The net asset value per share of Acquiring Fund Shares shall be the net asset value per share computed as of the Valuation Time, using the valuation procedures described in Section 2.1.
2.3 SHARES TO BE ISSUED. The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Target Funds net assets, shall be determined by dividing the Target Funds net assets determined in accordance with Section 2.1, by the Acquiring Funds net asset value per share determined in accordance with Section 2.2.
2.4 EFFECT OF SUSPENSION IN TRADING. In the event that on the business day immediately prior to the Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Target Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored.
3
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The Closing shall occur on March 9, 2015 or such other date as the parties may agree (the Closing Date). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of immediately after the Valuation Time (the Effective Time). The Closing shall be held at 8:00 a.m. Central time at the offices of Vedder Price P.C. in Chicago, Illinois or at such other time and/or place as the parties may agree.
3.2 CUSTODIANS CERTIFICATE. The Target Fund shall cause The Northern Trust Company, as custodian for the Target Fund (the Custodian), to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that: (a) the Target Funds portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Target Fund.
3.3 TRANSFER AGENTS CERTIFICATE. The Target Fund shall cause BNY Mellon Investment Servicing (US) Inc. (BNY Mellon), as transfer agent for the Target Fund, to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Target Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause BNY Mellon, its transfer agent, to issue and deliver to the Target Fund a confirmation evidencing Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Trust or provide evidence satisfactory to the Target Fund that such Acquiring Fund Shares have been credited to the Target Funds account on the books of the Acquiring Fund.
3.4 DELIVERY OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE TARGET FUND. The Trust, on behalf of the Target Fund, represents and warrants as follows:
(a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The Target Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Trusts Amended and Restated Declaration of Trust (Declaration of Trust).
4
(c) The Trust is registered as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.
(d) The Target Fund is not, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result, in the violation of any provision of the Declaration of Trust or the Trusts Amended and Restated By-Laws (By-Laws) or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Target Fund is a party or by which it is bound.
(e) Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, the Target Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it before the Closing.
(f) No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Target Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Target Fund to carry out the transactions contemplated by this Agreement. The Target Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.
(g) The financial statements of the Target Fund as of December 31, 2013, and for the fiscal year then ended, have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of December 31, 2013, and there are no known contingent liabilities of the Target Fund as of such date that are not disclosed in such statements.
(h) The financial statements of the Target Fund as of June 30, 2014, and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Target Fund as of June 30, 2014, and there are no known contingent liabilities of the Target Fund as of such date that are not disclosed in such statements.
(i) Since the date of the financial statements referred to in subsection (h) above, there have been no material adverse changes in the Target Funds financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Target Fund arising after such date. For the purposes of this subsection (i), a decline in the net asset value of the Target Fund shall not constitute a material adverse change.
(j) All federal, state, local and other tax returns and reports of the Target Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local
5
and other taxes of the Target Fund required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof and any such unpaid taxes are properly reflected on the financial statements referred to in subsections (h) and (i) above. To the best of the Target Funds knowledge, no tax authority is currently auditing or preparing to audit the Target Fund, and no assessment for taxes, interest, additions to tax, or penalties has been asserted against the Target Fund.
(k) All issued and outstanding shares of the Target Fund are, and, as of the Closing Date will be, duly and validly issued, fully paid and non-assessable by the Target Fund. All of the issued and outstanding shares of the Target Fund will, at the time of the Closing, be held by the persons and in the amounts set forth in the records of the Target Funds transfer agent as provided in Section 3.3. The Target Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any shares of the Target Fund, and has no outstanding securities convertible into shares of the Target Fund.
(l) At the Closing, the Target Fund will have good and marketable title to the Target Funds assets to be transferred to the Acquiring Fund pursuant to Section 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets, and the Acquiring Fund will acquire good and marketable title thereto.
(m) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Target Fund, including the determinations of the Board of Trustees of the Trust required by Rule 17a-8(a) under the 1940 Act. Subject to approval by the Target Fund shareholders, this Agreement constitutes a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors rights and to general equity principles.
(n) The information to be furnished by the Target Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.
(o) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Target Fund shareholders and on the Closing Date, any written information furnished by the Trust with respect to the Target Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
(p) For each taxable year of its operations (including the taxable year ending on the Closing Date), the Target Fund has been or will be treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met or will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company (a RIC) and has elected to be treated as such, has been and will be eligible to compute and has
6
computed and will compute its federal income tax under Section 852 of the Code, and will have distributed on or prior to the Closing Date all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code, and its net capital gain (as such terms are defined in the Code) that has accrued or will accrue on or prior to the Closing Date.
4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund, represents and warrants as follows:
(a) The Trust is a statutory trust, duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Declaration of Trust.
(c) The Trust is registered as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.
(d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound.
(e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein.
(f) The financial statements of the Acquiring Fund as of December 31, 2013, and for the fiscal year then ended, have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of December 31, 2013, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements.
(g) The financial statements of the Acquiring Fund as of June 30, 2014, and for the period then ended, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of June 30, 2014, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements.
7
(h) Since the date of the financial statements referred to in subsection (g) above, there have been no material adverse changes in the Acquiring Funds financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change.
(i) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsections (f) and (g) above. To the best of the Acquiring Funds knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund.
(j) All issued and outstanding Acquiring Fund Shares are, and, as of the Closing Date will be, duly and validly issued, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund.
(k) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determinations of the Board of Trustees of the Trust required pursuant to Rule 17a-8(a) under the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors rights and to general equity principles.
(l) The Acquiring Fund Shares to be issued and delivered to the Target Fund for the account of the Target Fund Shareholders pursuant to the terms of this Agreement will, at the Closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable.
(m) The information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations.
(n) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the meeting of the Target Fund shareholders and on the Closing Date, any written information furnished by the Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or
8
omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
(o) For each taxable year of its operation, the Acquiring Fund has been treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code, has met the requirements of Subchapter M of the Code for qualification as a RIC and has elected to be treated as such, has been eligible to compute and has computed its federal income tax under Section 852 of the Code. In addition, the Acquiring Fund will satisfy each of the foregoing with respect to its taxable year that includes the Closing Date.
(p) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the Securities Act of 1933, as amended (the 1933 Act), the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
ARTICLE V
COVENANTS OF THE FUNDS
5.1 OPERATION IN ORDINARY COURSE. Subject to Sections 1.2 and 8.5, each of the Acquiring Fund and the Target Fund will operate its respective business in the ordinary course between the date of this Agreement and the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid federal income or excise taxes, and shareholder purchases and redemptions.
5.2 APPROVAL OF SHAREHOLDERS. The Trust will call a special meeting of Target Fund shareholders to consider and act upon this Agreement (or transactions contemplated thereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.
5.3 INVESTMENT REPRESENTATION. The Target Fund covenants that the Acquiring Fund Shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Funds shares.
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within 60 days after the Closing Date, the Target Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the
9
earnings and profits of the Target Fund for federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers, that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trusts Treasurer.
5.7 PREPARATION OF REGISTRATION STATEMENT AND PROXY MATERIALS. The Trust will prepare and file with the Securities and Exchange Commission (the Commission) a registration statement on Form N-14 relating to the Acquiring Fund Shares to be issued to shareholders of the Target Fund (the Registration Statement). The Registration Statement shall include a proxy statement of the Target Fund and a prospectus of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the proxy statement and related materials (the Proxy Materials), for inclusion therein, in connection with the meeting of the Target Funds shareholders to consider the approval of this Agreement and the transactions contemplated herein.
5.8 TAX STATUS OF REORGANIZATION. The intention of the parties is that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the Target Fund, the Acquiring Fund or the Trust shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return), that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing, the Target Fund, the Acquiring Fund and the Trust will take such action, or cause such action to be taken, as is reasonably necessary to enable counsel to render the tax opinion contemplated herein in Section 8.7.
ARTICLE VI
CONDITION PRECEDENT TO OBLIGATIONS OF THE TARGET FUND
The obligations of the Target Fund to consummate the transactions provided for herein shall be subject to the following condition:
6.1 All representations, covenants, and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made at and as of the Closing. The Acquiring Fund shall have delivered to the Target Fund a certificate executed in the Acquiring Funds name by the Trusts President or the Vice President and Treasurer, in form and substance satisfactory to the Target Fund and dated as of the Closing Date, to such effect and as to such other matters as the Target Fund shall reasonably request.
10
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the following conditions:
7.1 All representations, covenants, and warranties of the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if made at and as of the Closing. The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Target Funds name by the Trusts President or the Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.
7.2 The Target Fund shall have delivered to the Acquiring Fund a statement of the Target Funds assets and liabilities, together with a list of the Target Funds portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Treasurer of the Trust.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT
The obligations of the Target Fund or the Acquiring Fund hereunder shall also be subject to the following:
8.1 This Agreement and the transactions contemplated herein, with respect to the Target Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with applicable law and the provisions of the Declaration of Trust and By-Laws. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Section 8.1.
8.2 As of the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.
8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary no-action positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained.
8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best
11
knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5 The Target Fund shall have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Funds investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward).
8.6 The Funds shall have received on the Closing Date an opinion from Vedder Price P.C., counsel to the Trust, dated as of the Closing Date, substantially to the effect that:
(a) The Trust is a validly existing statutory trust and in good standing under the laws of the State of Delaware.
(b) The Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Target Fund and the Acquiring Fund, and constitutes a valid and legally binding obligation of the Trust, on behalf of the Target Fund and the Acquiring Fund, enforceable in accordance with its terms.
(c) To the knowledge of such counsel, and without any independent investigation, (i) the Trust is registered as an investment company with the Commission and is not subject to any stop order; and (ii) all regulatory consents, authorizations, approvals or filings required to be obtained or made under the federal laws of the United States of America or the laws of the State of Delaware required for consummation by the Funds of the transactions contemplated herein have been obtained or made.
(d) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the Declaration of Trust (assuming approval of Target Fund shareholders has been obtained) or By-Laws.
8.7 The Funds shall have received an opinion of Vedder Price P.C. addressed to the Acquiring Fund and the Target Fund substantially to the effect that for federal income tax purposes:
(a) The transfer of substantially all of the Target Funds assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all of the liabilities of the Target Fund (followed by the distribution of all the Acquiring Fund Shares so received by the Target Fund to the Target Fund Shareholders in complete liquidation of the Target Fund as soon as practicable thereafter) will constitute a reorganization within the meaning of Section 368(a) of the Code and the Acquiring Fund and the Target Fund will each be a party to a reorganization, within the meaning of Section 368(b) of the Code, with respect to the Reorganization.
12
(b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the assets of the Target Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund.
(c) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all the Target Funds assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares so received to the Target Fund Shareholders solely in exchange for such Shareholders shares of the Target Fund in complete liquidation of the Target Fund.
(d) No gain or loss will be recognized by the Target Fund Shareholders upon the exchange of their Target Fund shares solely for Acquiring Fund Shares in the Reorganization.
(e) The aggregate basis of the Acquiring Fund Shares received by each Target Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such Shareholder. The holding period of the Acquiring Fund Shares received by each Target Fund Shareholder in the Reorganization will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided such Target Fund shares are held as capital assets at the time of the Reorganization.
(f) The basis of the Target Funds assets acquired by the Acquiring Fund will be the same as the basis of such assets to the Target Fund immediately before the Reorganization. The holding period of the assets of the Target Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Target Fund.
No opinion will be expressed as to (1) the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund Shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (a) at the end of a taxable year or upon the termination thereof, or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.
Such opinion shall be based on customary assumptions and such representations as Vedder Price P.C. may reasonably request of the Funds, and the Target Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this Section 8.7.
13
ARTICLE IX
EXPENSES
9.1 The Adviser will pay the expenses incurred in connection with the Reorganization, regardless of whether the transaction is closed. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the Registration Statement and other Proxy Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. The Adviser will also pay any explicit transaction costs related to the Target Funds sale of portfolio holdings that are required in order to comply with the Acquired Funds investment policy, under normal market conditions, to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies at the time of investment.
9.2 Each party represents and warrants to the other that there is no person or entity entitled to receive any brokers fees or similar fees or commission payments in connection with the transactions provided for herein.
9.3 Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another party of such expenses would result in the disqualification of the Target Fund or the Acquiring Fund, as the case may be, as a RIC.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The parties agree that no party has made to the other parties any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between and among the parties.
10.2 The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement shall not survive the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the parties and such termination may be effected by the Trusts President or the Vice President and Treasurer without further action by the Trusts Board of Trustees. In addition, either Fund may at its option terminate this Agreement at or before the Closing due to:
(a) a breach by any other party of any representation, warranty, or agreement contained herein to be performed at or before the Closing, if not cured within 30 days;
14
(b) a condition precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or
(c) a determination by the Trusts Board of Trustees that the consummation of the transactions contemplated herein is not in the best interests of a Fund.
11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Trust, the Trustees, the Acquiring Fund, the Target Fund, the Adviser, or the Trusts or Advisers officers.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Trust as specifically authorized by the Board of Trustees; provided, however, that following the meeting of the Target Fund shareholders called by the Target Fund pursuant to Section 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to the Target Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of each Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Trust personally, but shall bind only the trust property of the respective Fund, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the
15
Trustees of the Trust on behalf of each Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the respective Fund as provided in the Declaration of Trust.
16
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.
DRIEHAUS MUTUAL FUNDS on behalf of Driehaus International Small Cap Growth Fund | ||
By: | /s/ Robert H. Gordon | |
Name: | Robert H. Gordon | |
Title: | President |
ACKNOWLEDGED: | ||
By: | /s/ Michelle L. Cahoon | |
Name: | Michelle L. Cahoon | |
Title: | Vice President & Treasurer |
DRIEHAUS MUTUAL FUNDS on behalf of Driehaus International Discovery Fund | ||
By: | /s/ Robert H. Gordon | |
Name: | Robert H. Gordon | |
Title: | President |
ACKNOWLEDGED: | ||
By: | /s/ Michelle L. Cahoon | |
Name: | Michelle L. Cahoon | |
Title: | Vice President & Treasurer |
The undersigned is a party to this Agreement for the purposes of Section 9.1 only:
DRIEHAUS CAPITAL MANAGEMENT LLC | ||
By: | /s/ Robert H. Gordon | |
Name: | Robert H. Gordon | |
Title: | President & CEO |
17
DRIEHAUS INTERNATIONAL DISCOVERY FUND |
||||
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! |
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 11, 2015
The undersigned hereby appoints Michelle L. Cahoon, Robert H. Gordon and Michael P. Kailus and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of Driehaus International Discovery Fund (the Fund) which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held in the offices of Driehaus Capital Management LLC at 25 East Erie Street, Chicago, Illinois 60611, on February 11, 2015 at 10:00 a.m., Central time and at any adjournments thereof (the Meeting). The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying proxy statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE DRIEHAUS MUTUAL FUNDS.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on
February 11, 2015:
The Notice of Special Meeting and the Proxy Statement/Prospectus are available at
www.proxyonline.com/docs/driehaus.pdf
DRIEHAUS INTERNATIONAL DISCOVERY FUND |
||||||
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.
|
||||||
Please sign this proxy card exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. |
SIGNATURE (AND TITLE IF APPLICABLE) | DATE | ||||
SIGNATURE (IF HELD JOINTLY) | DATE |
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:
The Board of Trustees recommends a vote FOR the following proposal:
FOR
|
AGAINST
|
ABSTAIN
| ||||||
Proposal: |
||||||||
1. | Approve the Agreement and Plan of Reorganization providing for the transfer of all of the assets and liabilities of Driehaus International Discovery Fund to Driehaus International Small Cap Growth Fund solely in exchange for shares of Driehaus International Small Cap Growth Fund and the shares so received will be distributed to shareholders of Driehaus International Discovery Fund and Driehaus International Discovery Fund will thereafter be terminated | O | O | O |
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
DRIEHAUS MUTUAL FUNDS
Driehaus International Discovery Fund (the Fund)
SUPPLEMENT DATED OCTOBER 23, 2014
TO THE SUMMARY PROSPECTUS FOR THE FUND DATED APRIL 30, 2014, AS
SUPPLEMENTED SEPTEMBER 12, 2014,
THE PROSPECTUS FOR THE FUND DATED APRIL 30, 2014, AS
SUPPLEMENTED JUNE 9, 2014 AND SEPTEMBER 12, 2014 AND
THE STATEMENT OF ADDITIONAL INFORMATION FOR THE FUND DATED
APRIL 30, 2014, AS SUPPLEMENTED JUNE 9, 2014
On October 23, 2014, the Board of Trustees of Driehaus Mutual Funds approved an Agreement and Plan of Reorganization (the Plan) providing for the transfer of all of the assets and liabilities of the Fund to the Driehaus International Small Cap Growth Fund solely in exchange for shares of the Driehaus International Small Cap Growth Fund. The Plan requires approval by a majority of the shareholders of the Fund, and will be submitted to shareholders for their consideration at a meeting to be held in February, 2015. To assist shareholders in considering the Plan, shareholders will receive a proxy statement/prospectus that describes the reorganization, which is intended to be tax-free. If approved by shareholders, the reorganization is expected to be completed by the end of the first quarter of 2015. As a result, the Fund will be closed to new investors as of November 3, 2014.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
DRIEHAUS MUTUAL FUNDS
(The Trust)
Driehaus Global Growth Fund *DRGGX
Driehaus International Discovery Fund *DRIDX
(each a Fund and collectively, the Funds)
SUPPLEMENT DATED SEPTEMBER 12, 2014
TO THE PROSPECTUS FOR THE FUNDS DATED APRIL 30, 2014, AS AMENDED
JUNE 9, 2014 (PROSPECTUS) AND TO THE STATEMENT OF ADDITIONAL
INFORMATION FOR THE FUNDS DATED APRIL 30, 2014, AS AMENDED JUNE 9, 2014 (SAI)
Driehaus Global Growth Fund
The Board of Trustees of the Trust (the Board) has determined to terminate and liquidate the Driehaus Global Growth Fund (the Global Growth Fund). Effective as of the close of business on October 13, 2014, the Global Growth Fund will close and will not accept any purchase orders. As of October 20, 2014, the Global Growth Fund will begin the process of liquidating its portfolio securities and shareholders should be aware that the Global Growth Fund will not be pursuing its stated investment objective or engaging in any business activities except for the purpose of winding up its affairs. Shareholders who do not sell their shares of the Global Growth Fund before the effective date under the Plan of Termination and Liquidation, currently expected to be October 20, 2014, will not be able to do so after that date and will receive a liquidating distribution in cash equal to the amount of the net asset value of their shares on the liquidation date. Thereafter, the Global Growth Fund will be liquidated and dissolved, and all references to the Global Growth Fund herein shall be removed.
Driehaus Global Growth Fund and Driehaus International Discovery Fund
Effective September 4, 2014, Sebastien Pigeon no longer serves as the assistant portfolio manager of each Fund. Effective September 12, 2014, Dan Rea no longer serves as the portfolio manager of each Fund and Joshua Rubin (formerly assistant portfolio manager of each Fund) serves as portfolio manager of each Fund. Accordingly, the following information replaces the existing disclosure under Portfolio Management on pages 4 and 22 of the Prospectus:
Portfolio Manager
Joshua Rubin
Portfolio Manager of DCM
Portfolio Manager of the Fund
since 9/14
The following information replaces the portfolio manager disclosure in the Management of the Funds section under the Driehaus International Discovery Fund heading on pages 44 and 45 and under the Driehaus Global Growth Fund heading on page 47:
Portfolio Manager. The Fund is managed by Joshua Rubin. Prior to assuming sole portfolio manager responsibilities on September 12, 2014, Mr. Rubin served as an assistant portfolio manager of the Fund since May 1, 2013. Mr. Rubin has responsibility for making investment decisions on behalf of the Fund.
Mr. Rubin earned a B.S.F.S. in International Politics from Georgetown University. Prior to joining the Adviser in 2012, Mr. Rubin was a portfolio manager for Marsico Capital Management where he co-managed an emerging markets mutual fund. He also served as an emerging markets senior analyst, leading the global energy, industrials and materials research efforts for Marsicos six other funds. Prior to this role, Mr. Rubin was an analyst at the investment bank George K. Baum & Company.
All references to Mr. Rea and Mr. Pigeon are removed from the SAI and all references to Mr. Rubin as assistant portfolio manager are replaced with references to Mr. Rubin as portfolio manager.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
DRIEHAUS MUTUAL FUNDS
(The Trust)
Driehaus Mid Cap Growth Fund
SUPPLEMENT DATED JUNE 9, 2014
TO PROSPECTUS, SUMMARY PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 2014
IMPORTANT NOTICE
The Board of Trustees of the Trust (the Board) has determined to terminate and liquidate the Driehaus Mid Cap Growth Fund (the Fund). Effective as of the close of business on July 11, 2014, the Fund is closed and will not accept any purchase orders. As of July 31, 2014, the Fund will begin the process of liquidating its portfolio securities and shareholders should be aware that the Fund will not be pursuing its stated investment objective or engaging in any business activities except for the purpose of winding up its affairs. Shareholders who do not sell their shares of the Fund before the effective date under the Plan of Termination and Liquidation, currently expected to be July 31, 2014, will receive a liquidating distribution in cash equal to the amount of the net asset value of their shares. Thereafter, the Fund will be liquidated and dissolved, and all references to the Fund herein shall be removed.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
PROSPECTUS
dated April 30, 2014
25 East Erie Street
Chicago, Illinois 60611
1-800-560-6111
Driehaus International Discovery Fund *DRIDX
Driehaus Emerging Markets Growth Fund *DREGX
Driehaus Emerging Markets Small Cap Growth Fund *DRESX
Driehaus International Small Cap Growth Fund *DRIOX
Driehaus Global Growth Fund *DRGGX
Driehaus Mid Cap Growth Fund *DRMGX
Driehaus Micro Cap Growth Fund *DMCRX
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.
1 | ||||
5 | ||||
9 | ||||
14 | ||||
19 | ||||
23 | ||||
27 | ||||
31 | ||||
31 | ||||
31 | ||||
31 | ||||
31 | ||||
31 | ||||
32 | ||||
36 | ||||
39 | ||||
44 | ||||
49 | ||||
49 | ||||
49 | ||||
50 | ||||
51 | ||||
52 | ||||
53 | ||||
Policies and Procedures Regarding Frequent Purchases and Redemptions |
54 | |||
55 | ||||
56 | ||||
56 | ||||
59 | ||||
Back Cover |
Driehaus International Discovery Fund
Ticker DRIDX
Investment Objective
Driehaus International Discovery Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee* |
1.25 | % | ||
Other Expenses |
0.30 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.55 | % | ||
|
|
* The management fee has been restated to reflect the reduction in rate, effective January 1, 2014.
Expense 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 | |||
$158 | $490 | $845 | $1,845 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 156% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks, American Depositary Receipts and Global Depositary Receipts. There are no restrictions on the capitalization of companies whose securities the Fund may buy. 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 will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors,
1
including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The 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 the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the U.S. involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small- and Medium-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. 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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
2
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of two broad-based securities indices. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 26.81% (quarter ended 6/30/09) and the lowest return for a quarter was 33.41% (quarter ended 9/30/08).
Average Annual Total Returns as of December 31, 2013 | 1 Year | 5 Years | 10 Years | |||||||||
Driehaus International Discovery Fund |
||||||||||||
Return Before Taxes |
17.09 | % | 12.78 | % | 7.36 | % | ||||||
Return After Taxes on Distributions |
17.09 | % | 12.66 | % | 6.01 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
9.68 | % | 10.23 | % | 5.98 | % | ||||||
MSCI All Country World ex USA Growth Index |
15.86 | % | 13.28 | % | 7.70 | % | ||||||
MSCI All Country World ex USA Index |
15.78 | % | 13.32 | % | 8.03 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
3
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Dan Rea, Director of Research of DCM Portfolio Manager of the Fund since 12/08 |
Sebastien Pigeon, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/11 |
Joshua Rubin, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/13 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
4
Driehaus Emerging Markets Growth Fund
Ticker DREGX
Investment Objective
Driehaus Emerging Markets Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee |
1.50 | % | ||
Other Expenses |
0.16 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.66 | % | ||
|
|
Expense 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 | |||
$169 | $523 | $902 | $1,965 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 264% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks, American Depositary Receipts and Global Depositary Receipts, and under normal market conditions, invests substantially all (no less than 80%) of its net assets (plus the amount of borrowings for investment purposes) in emerging markets companies. There are 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 may invest significant assets in any single emerging market country. The Fund may invest in companies with limited operating histories. The Fund will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to
5
evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The 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 the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the U.S. involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests primarily in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small- and Medium-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. 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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
6
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of two broad-based securities indices. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 31.39% (quarter ended 6/30/09) and the lowest return for a quarter was 30.71% (quarter ended 9/30/08).
Average Annual Total Returns as of December 31, 2013 | 1 Year | 5 Years | 10 Years | |||||||||
Driehaus Emerging Markets Growth Fund |
||||||||||||
Return Before Taxes |
8.92 | % | 18.38 | % | 13.89 | % | ||||||
Return After Taxes on Distributions |
8.29 | % | 17.07 | % | 11.76 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
5.56 | % | 14.64 | % | 11.11 | % | ||||||
MSCI Emerging Markets Index |
2.27 | % | 15.15 | % | 11.53 | % | ||||||
MSCI Emerging Markets Growth Index |
0.07 | % | 15.95 | % | 10.57 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
7
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Howard Schwab, Portfolio Manager of DCM Lead Portfolio Manager of the Fund since 1/08 |
Chad Cleaver, Portfolio Manager of DCM Co-Portfolio Manager of the Fund since 5/08 |
Richard Thies, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/14 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
8
Driehaus Emerging Markets Small Cap Growth Fund
Ticker DRESX
Investment Objective
Driehaus Emerging Markets Small Cap Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee |
1.50 | % | ||
Other Expenses |
0.35 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
|
1.85 |
% | |
|
|
Expense 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 | |||
$188 | $582 | $1,001 | $2,169 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 223% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks, American Depositary Receipts and Global Depositary Receipts, and in equity-convertible securities, such as warrants, rights and options. Under normal market conditions, the Fund invests substantially all (no less than 80%) of its net assets (plus the amount of borrowings for investment purposes) in small capitalization emerging markets companies. For purposes of the Fund, the investment adviser currently considers a company to be a small capitalization company if it is within the same market capitalization range at the time of investment as those included in the MSCI Emerging Markets Small Cap Index. As of the date of this Prospectus, approximately 99% of the MSCI Emerging Markets Small Cap Index consisted of companies with a market capitalization of less than $4 billion. The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in small capitalization emerging markets companies. The Funds investments in options on emerging markets company stocks and emerging markets exchange-traded funds will be counted toward its policy to invest at least 80% of its net assets in small cap emerging markets companies under normal market conditions. There are no specific limitations on the percentage of assets that may be invested in securities of issuers located in any one country at a
9
given time; the Fund may invest significant assets in any single emerging market country. The Fund may invest in companies with limited operating histories. The Fund may purchase or write options on equity securities, exchange-traded funds and other similar securities as well as on futures. The Fund may also engage in short sale transactions. The primary purpose of these activities is to hedge exposures within the Funds portfolio but the Fund may also do so speculatively for purposes of profiting from the movements of underlying securities. The Fund will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The 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 the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the U.S. involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests primarily in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small- and Medium-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. While small- and medium-sized companies
10
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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
Short Sale Risk. Short sales expose the Fund to the risk that it will be required to buy the security sold short (also known as covering the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Fund. The amount the Fund could lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales may also cause the Fund to have higher expenses than those of other funds.
Options Risk. There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives because of market behavior or unexpected events. The Funds ability to utilize options successfully will depend on the ability of the Funds investment adviser to forecast certain market movements, which cannot be assured. Options may be volatile and there can be no assurance that a liquid secondary market will exist for a particular option at any particular time, even though the contract is traded on an exchange.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes. To the extent the Fund engages in short sales (which are not included in calculating the portfolio turnover rate), the transaction costs incurred by the Fund are likely to be greater than the transaction costs incurred by a mutual fund that does not take short positions and has a similar portfolio turnover rate.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
11
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of two broad-based securities indices. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
The Funds performance shown below includes the performance of the Driehaus Emerging Markets Small Cap Growth Fund, L.P. (the Predecessor Limited Partnership), the Funds predecessor, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Predecessor Limited Partnership was established on December 1, 2008, and the Fund succeeded to the Predecessor Limited Partnerships assets on August 22, 2011. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor 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 Predecessor Limited Partnership was not a regulated investment company under Subchapter M of the Internal Revenue Code and therefore did not distribute current or accumulated earnings and profits and was not subject to the diversification and source of income requirements applicable to regulated investment companies.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 35.39% (quarter ended 6/30/09) and the lowest return for a quarter was 17.13% (quarter ended 9/30/11).
Fund Only | Including Predecessor Limited Partnership |
|||||||||||
Average Annual Total Returns as of December 31, 2013 | 1 Year | Since Inception (8/22/11-12/31/13) |
Since Inception (12/1/08-12/31/13) |
|||||||||
Driehaus Emerging Markets Small Cap Growth Fund |
||||||||||||
Return Before Taxes |
12.11 | % | 10.74 | % | 20.86 | % | ||||||
Return After Taxes on Distributions |
12.05 | % | 10.49 | % | N/A | |||||||
Return After Taxes on Distributions and Sale of Fund Shares |
6.88 | % | 8.25 | % | N/A | |||||||
MSCI Emerging Markets Small Cap Index |
1.35 | % | 2.97 | % | 22.41 | % | ||||||
MSCI Emerging Markets Index |
2.27 | % | 4.23 | % | 16.58 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax
12
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 individual retirement accounts (IRAs).
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Chad Cleaver, Portfolio Manager of DCM Lead Portfolio Manager of the Fund since 8/11 |
Howard Schwab, Portfolio Manager of DCM Co-Portfolio Manager of the Fund since 8/11 |
Trent DeBruin, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/14 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Dr., Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
13
Driehaus International Small Cap Growth Fund
Ticker DRIOX
Investment Objective
Driehaus International Small Cap Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee |
1.50 | % | ||
Other Expenses |
0.23 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.73 | % | ||
|
|
Expense 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 | |||
$176 | $545 | $939 | $2,041 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 320% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks, American Depositary Receipts and Global Depositary Receipts, and under normal market conditions, invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of non-U.S. small capitalization companies. The investment adviser currently considers non-U.S. small capitalization companies to be companies located in the same countries and within the same market capitalization range at the time of investment as those included in the MSCI All Country World ex USA Small Cap Growth Index. As of the date of this Prospectus, approximately 92% of the MSCI All Country World ex USA Small Cap Growth Index consisted of companies with a market capitalization of less than $5 billion. 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 will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and
14
actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The 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 the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the U.S. involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. While small-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-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-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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
15
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of a broad-based securities index. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
The Funds performance shown below includes the performance of the Driehaus International Opportunities Fund, L.P. (the Predecessor Limited Partnership), the Funds predecessor, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Predecessor Limited Partnership was established on August 1, 2002 and the Fund succeeded to the Predecessor Limited Partnerships assets on September 17, 2007. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor 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 Predecessor Limited Partnership was not a regulated investment company under Subchapter M of the Internal Revenue Code and therefore did not distribute current or accumulated earnings and profits and was not subject to the diversification and source of income requirements applicable to regulated investment companies.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 24.89% (quarter ended 6/30/09) and the lowest return for a quarter was 29.85% (quarter ended 9/30/08).
16
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||
Average Annual Total Returns as of December 31, 2013 | 1 Year | 5 Years | Since Inception (9/17/07-12/31/13) |
10 Years | ||||||||||||
Driehaus International Small Cap Growth Fund |
||||||||||||||||
Return Before Taxes |
29.24 | % | 20.33 | % | 5.57 | % | 14.90 | % | ||||||||
Return After Taxes on Distributions |
24.54 | % | 19.37 | % | 4.25 | % | N/A | |||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
18.07 | % | 16.38 | % | 3.88 | % | N/A | |||||||||
MSCI All Country World ex USA Small Cap Growth Index |
18.82 | % | 18.77 | % | 2.18 | % | 9.50 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
David Mouser, Portfolio Manager of DCM Lead Portfolio Manager of the Fund since 9/07 |
Daniel Burr, Portfolio Manager of DCM Co-Portfolio Manager of the Fund since 5/14 |
Ryan Carpenter, Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/10 |
Purchase and Sale of Fund Shares
The Fund is closed to new investors. For additional information, please see Shareholder Information General Purchase Information. The following is applicable to eligible investors:
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
17
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
18
Ticker DRGGX
Investment Objective
Driehaus Global Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee* |
1.00 | % | ||
Other Expenses |
0.78 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.78 | % | ||
|
|
* The management fee has been restated to reflect the reduction in rate, effective January 1, 2014.
Expense 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 | |||
$181 | $560 | $964 | $2,095 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 163% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities and under normal market conditions, the Fund primarily invests in common stocks and other equity securities, including preferred stocks, American Depositary Receipts and Global Depositary Receipts, both within and outside the U.S., whose market capitalization is greater than $1 billion at the time of investment, although the Fund may invest in companies with lower market capitalizations if market conditions suggest doing so will help the Fund achieve its objective. Under normal conditions, the Fund will invest significantly (at least 40% of its net assets (plus the amount of borrowings for investment purposes), unless market conditions are not deemed favorable by the Funds investment adviser, in which case the Fund will invest at least 30% of its net assets (plus the amount of borrowings for investment purposes)) in companies organized or located outside the U.S. or doing a substantial amount of business outside the U.S. 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. The Fund
19
does not invest more than 35% of its assets at market value at the time of purchase in companies from any single country other than the U.S. 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 will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector or country exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The 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 the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Fund invests in foreign securities. Investing outside the U.S. involves different risks than domestic investments. The following risks may be associated with foreign investments: 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; imposition of foreign withholding and other taxes; dependence of emerging market companies upon commodities which may be subject to economic cycles; and emerging market risk such as limited trading volume, expropriation, devaluation or other adverse political or social developments.
To the extent portfolio securities are issued by foreign issuers or denominated in foreign currencies, the Funds investment performance is affected by the strength or weakness of the U.S. dollar against these currencies.
Emerging Market Risk. The Fund invests in emerging markets and therefore, the risks described above for foreign securities are typically increased. Investments in securities of issuers located in such countries are speculative and subject to certain special risks. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make the 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.
Small- and Medium-Sized Company Risk. The Fund invests in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. 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
20
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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of a broad-based securities index. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
Annual Returns for the years ended December 31
During the period shown in the bar chart, the highest return for a quarter was 22.00% (quarter ended 6/30/09) and the lowest return for a quarter was 22.37% (quarter ended 9/30/11).
21
Average Annual Total Returns as of December 31, 2013 | 1 Year | 5 Years | Since Inception (5/1/08-12/31/13) |
|||||||||
Driehaus Global Growth Fund |
||||||||||||
Return Before Taxes |
17.79 | % | 14.87 | % | 0.07 | % | ||||||
Return After Taxes on Distributions |
14.78 | % | 13.76 | % | 0.93 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
12.31 | % | 12.12 | % | 0.04 | % | ||||||
MSCI All Country World Growth Index |
23.62 | % | 16.52 | % | 4.45 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Dan Rea, Director of Research of DCM Portfolio Manager of the Fund since 5/08 |
Sebastien Pigeon, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/13 |
Joshua Rubin, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/13 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
22
Ticker DRMGX
Investment Objective
Driehaus Mid Cap Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee |
1.00 | % | ||
Other Expenses |
0.85 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.85 | % | ||
Expense Reimbursement* |
(0.10 | )% | ||
|
|
|||
Total Annual Fund Operating Expenses After Expense Reimbursement |
1.75 | % | ||
|
|
* Driehaus Capital Management LLC, the Funds investment adviser, has entered into a contractual agreement to cap the Funds ordinary annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) at 1.75% of average daily net assets until the earlier of the termination of the investment advisory agreement or April 30, 2015. Pursuant to the agreement, and so long as the investment advisory agreement is in place, for a period not to exceed three years from the date on which the waiver or reimbursement was made, the investment 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.
Expense 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. The expense cap reimbursement shown in the Annual Fund Operating Expenses table is only reflected for one year in each of the respective periods. 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 | $572 | $991 | $2,161 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 199% of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks and American Depositary Receipts, and under normal market conditions, the Fund invests at least 80% of its net assets
23
(plus the amount of borrowings for investment purposes) in the equity securities of U.S. mid cap companies. For purposes of the Fund, the investment adviser currently considers a company to be a mid cap company if it is within the same market capitalization range at the time of investment as those included in the Russell Midcap® Growth Index, which as of the date of this Prospectus are companies that have a market capitalization range of approximately $1 billion to generally less than $20 billion. Securities of companies whose market capitalization no longer meets this definition after purchase may continue to be held by the Fund. In addition, while the Fund will invest primarily in the equity securities of U.S. mid capitalization companies, the Fund may also from time to time invest up to a maximum of 20% of its assets in the equity securities of non-U.S. companies that trade in the U.S. or in securities of companies outside the capitalization range of the Russell Midcap Growth Index. The Fund may invest in companies with limited operating histories. The Fund will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund frequently and actively trades its portfolio securities. Investment decisions for the Funds growth style of investing are based on the determination that a companys revenue and earnings growth can materially exceed market expectations and that the security is at an attractive entry point. This decision involves evaluating fundamental factors, including the companys business model, the competitive landscape, upcoming product introductions and recent and projected financial metrics. The decision is also based on the evaluation of technical or market factors, including price and volume trends, relative strength and institutional interest. To a lesser extent, the Funds investment adviser also utilizes macroeconomic or country-specific analyses to evaluate the sustainability of a companys growth rate. The Fund sells holdings for a variety of reasons, including the deterioration of the earnings profile, the violation of specific technical thresholds, to shift into securities with more compelling risk/reward characteristics or to alter sector exposure.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The Fund is intended for long-term investors who can accept the risks involved in equity investing. Of course, there can be no assurance that the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Medium-Sized Company Risk. Stocks of medium-sized companies tend to be more volatile in price than those of larger companies and may have underperformed the stocks of small and large companies during some periods. In addition, investments in medium-sized companies may be more susceptible to particular economic events or competitive factors than are larger, more broadly diversified companies.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
24
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of a broad-based securities index. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
The Funds performance shown below includes the performance of the Driehaus Institutional Mid Cap, L.P. (Institutional Mid Cap Partnership), one of the Funds predecessors, for the periods before the Funds registration statement became effective. The Fund commenced operations as a series of Driehaus Mutual Funds on April 27, 2009, when it succeeded to the assets of the Institutional Mid Cap Partnership and the Driehaus Mid Cap Investors, L.P. (together, the Limited Partnerships), which were managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The investment portfolios of the Limited Partnerships were identical and therefore had similar performance. The Limited Partnerships were not registered under the Investment Company Act of 1940, as amended (1940 Act), and thus were not subject to certain investment and operational restrictions that are imposed by the 1940 Act. If the Limited Partnerships had been registered under the 1940 Act, their performance may have been adversely affected. The Institutional Mid Cap Partnerships performance has been restated to reflect estimated expenses of the Fund. After-tax performance returns are not included for the Institutional Mid Cap Partnership. The Limited Partnerships were not regulated investment companies under Subchapter M of the Internal Revenue Code and therefore did not distribute current or accumulated earnings and profits and were not subject to the diversification and source of income requirements applicable to regulated investment companies.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 21.52% (quarter ended 6/30/07) and the lowest return for a quarter was 35.56% (quarter ended 12/31/08).
25
Fund Only | Including Institutional Mid Cap Partnership |
|||||||||||||||
Average Annual Total Returns as of December 31, 2013 | 1 Year | Since Inception (4/27/09-12/31/13) |
5 Years | 10 Years | ||||||||||||
Driehaus Mid Cap Growth Fund |
||||||||||||||||
Return Before Taxes |
36.61 | % | 20.76 | % | 18.52 | % | 10.57 | % | ||||||||
Return After Taxes on Distributions |
29.54 | % | 17.65 | % | N/A | N/A | ||||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
23.28 | % | 16.12 | % | N/A | N/A | ||||||||||
Russell Midcap® Growth Index |
35.74 | % | 22.85 | % | 23.38 | % | 9.77 | % |
The table shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the highest historic marginal individual 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 individual retirement accounts (IRAs).
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Dan Wasiolek, Portfolio Manager of DCM Portfolio Manager of the Fund since 4/09 |
Brad Jackson, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 5/13 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
26
Driehaus Micro Cap Growth Fund
Ticker: DMCRX
Investment Objective
Driehaus Micro Cap Growth Fund seeks to maximize capital appreciation.
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 Fee (as a % of amount redeemed within 60 days of purchase) |
2.00 | % | ||
Exchange Fee |
None | |||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fee |
1.25 | % | ||
Other Expenses* |
0.24 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
1.49 | % | ||
|
|
* Other Expenses are estimated for the current fiscal year.
Expense 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 | |
$152 | $471 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the period from the Funds commencement of operations (November 18, 2013) through December 31, 2013, the Funds portfolio turnover rate was 21% (not annualized) of the average value of its portfolio.
Principal Investment Strategy
The Fund uses a growth style of investment in equity securities, including common and preferred stocks. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of U.S. micro-capitalization (micro-cap) companies. For purposes of the Fund, the investment adviser currently considers a company to be a micro-cap company if it is within the same market capitalization range at the time of investment as those included in the Russell Microcap® Growth Index. As of the date of this Prospectus, approximately 85% of the Russell Microcap® Growth Index consisted of companies with a market capitalization of less than $1 billion. Securities of companies whose market capitalization no longer meets this definition after purchase may continue to be held by the Fund. In addition, while the Fund will invest primarily in the equity securities of U.S. micro-cap companies, the Fund may also from time to time invest up to a maximum of 20% of its assets in the equity securities of non-U.S. companies that trade in the U.S. or in securities of companies
27
above the capitalization range of the Russell Microcap Growth Index. The Fund may invest in companies with limited operating histories. The Fund will invest in a relatively low number of issuers, making it a nondiversified fund. The Fund expects to frequently and actively trade its portfolio securities. Investment decisions for the Funds growth style of investing are based on the belief that fundamentally strong companies are more likely to generate superior earnings growth on a sustained basis and are more likely to experience positive earnings revisions. This decision involves evaluating a companys competitive position, evaluating industry dynamics, identifying potential growth catalysts and assessing the financial position of the company. The decision is also based on the evaluation of relative valuation, macroeconomic and behavioral factors affecting the company and its stock price. The Fund sells holdings for a variety of reasons, including to take profits, changes to the fundamental investment thesis, changes in the risk/reward assessment of the holding, an assessment that the holding is efficiently priced, to make room for more attractive ideas or for other portfolio or risk management considerations.
Principal Risks
All investments, including those in mutual funds, have risks. No investment is suitable for all investors. The Fund is intended for long-term investors who can accept the risks involved in equity investing. Of course, there can be no assurance that the Fund will achieve its objective. You may lose money by investing in the Fund. Below are the main risks of investing in the Fund:
Market Risk. 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.
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to the Fund. Growth stock prices also tend to be more volatile than the overall market.
Micro-Cap Company Risk. The securities of micro-cap companies may be more volatile in price, have wider spreads between their bid and ask prices, and have significantly lower trading volumes than the securities of larger capitalization companies. As a result, the purchase or sale of more than a limited number of shares of the securities of a smaller company may affect its market price. The Fund may need a considerable amount of time to purchase or sell its positions in these securities. Some U.S. micro-cap companies are followed by few, if any, securities analysts, and there tends to be less publicly available information about such companies. Their securities generally have even more limited trading volumes and are subject to even more abrupt or erratic market price movements than are small-cap and mid-cap securities, and the Fund may be able to deal with only a few market-makers when purchasing and selling micro-cap securities. Such companies also may have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. These conditions, which create greater opportunities to find securities trading well below the investment advisers estimate of the companys current worth, also involve increased risk.
Nondiversification. Because the Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, it may be subject to greater risks and larger losses than diversified funds. The value of the Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. The Funds overall risk level will depend on the market sectors in which the Fund is invested. Because the Fund may have significant weightings in a particular company, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, industry or market sector and may fluctuate more than that of a less focused fund.
High Rates of Turnover. It is anticipated that the Fund will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs and could result in the payment by shareholders of taxes on above-average amounts of realized investment gains, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes.
28
Manager Risk. How the Funds investment adviser manages the Fund will impact the Funds performance. The Fund may lose money if the investment advisers investment strategy does not achieve the Funds objective or the investment adviser does not implement the strategy successfully.
Performance
The bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows the volatility or variability of the Funds annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Funds average annual total returns for certain time periods compared to the returns of a broad-based securities index. Of course, the Funds past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.driehaus.com or by calling 1-800-560-6111.
The Funds performance shown below includes the performance of the Driehaus Micro Cap Fund, L.P. (the Predecessor Limited Partnership), one of the Funds predecessors, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership, which was established on July 1, 1996, was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Limited Partnerships assets together with the assets of the Driehaus Institutional Micro Cap Fund, L.P. (together, the Limited Partnerships) on November 18, 2013. The investment portfolios of the Limited Partnerships were identical and therefore had similar performance. The Fund is managed by Jeffrey James and Michael Buck, the same portfolio management team that managed the Predecessor Limited Partnership, with Mr. James as the portfolio manager since 1998 and Mr. Buck as the assistant portfolio manager since 2009, and Driehaus Institutional Micro Cap Fund, L.P, since its inception in 2011. The restated performance of the Predecessor Limited Partnership is shown here because it has been in operation longer. The Limited Partnerships were not registered under the Investment Company Act of 1940, as amended (1940 Act), and thus were not subject to certain investment and operational restrictions that are imposed by the 1940 Act. If the Limited Partnerships had been registered under the 1940 Act, their performance may have been adversely affected. Accordingly, future Fund performance may be different than the Predecessor Limited Partnerships restated past performance. The Predecessor 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 Partnerships were not regulated investment companies under Subchapter M of the Internal Revenue Code and therefore did not distribute current or accumulated earnings and profits and were not subject to the diversification and source of income requirements applicable to regulated investment companies.
Annual Returns for the years ended December 31
During the periods shown in the bar chart, the highest return for a quarter was 25.77% (quarter ended 6/30/09) and the lowest return for a quarter was 29.14% (quarter ended 9/30/11).
29
Including Predecessor Limited Partnership |
||||||||||||
Average Annual Total Returns as of December 31, 2013 | 1 Year | 5 Years | 10 Years | |||||||||
Driehaus Micro Cap Growth Fund |
||||||||||||
Return Before Taxes |
61.03 | % | 24.28 | % | 12.72 | % | ||||||
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 | |||||||||
Russell Microcap® Growth Index |
52.84 | % | 23.78 | % | 6.74 | % |
Portfolio Management
Investment Adviser
Driehaus Capital Management LLC (DCM)
Portfolio Managers
Jeffrey James, Portfolio Manager of DCM Portfolio Manager of the Fund since 11/13 |
Michael Buck, Assistant Portfolio Manager of DCM Assistant Portfolio Manager of the Fund since 11/13 |
Purchase and Sale of Fund Shares
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $500 | $100 | $300 |
In general, you can buy or sell shares of the Fund by mail at Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940, for regular mail or Driehaus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722, for overnight delivery or by phone at 1-800-560-6111 on any business day. You may also buy and sell shares through a financial professional.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you are investing through a 401(k) plan, assets held through such plan may be taxable upon withdrawal.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund shares and/or related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys web site for more information.
30
Additional Information About the Funds
Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Global Growth Fund, Driehaus Mid Cap Growth Fund and Driehaus Micro 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 equity securities 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. The Funds are each a series of the Driehaus Mutual Funds (the Trust), an open-end management investment company. Please review all the disclosure information carefully.
Who May Want to Invest in the Funds
The Funds may be an appropriate investment if you:
| Are not looking for current income |
| Are prepared to receive taxable long-term and short-term capital gains |
| Are willing to accept higher short-term risk in exchange for potentially higher long-term returns |
| Can tolerate the increased price volatility, currency fluctuations and other risks associated with growth style investing and, except for Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund, investing in non-U.S. securities |
| Are investing with long-term goals in mind (such as retirement or funding a childs education, which may be many years in the future) and, therefore, are willing to hold this investment long term |
Each Fund is managed by Driehaus Capital Management LLC (the Adviser), a registered investment adviser founded in 1982. As of March 31, 2014, the Adviser managed approximately $12.9 billion in assets.
The Adviser believes that, over time, corporate earnings are the primary drivers of stock prices, although expectations of future earnings also affect stock prices. Accordingly, the Adviser makes investment decisions for the Funds based on a belief that fundamentally strong companies are more likely to generate superior earnings growth on a sustained basis and are more likely to experience positive earnings revisions. Further, the Adviser is of the opinion that good companies are not always good investments and that relative valuation, macroeconomic and behavioral factors may also affect stock prices. The Adviser believes favorable conditions for alpha (or excess returns) exist when the market inefficiently discounts future earnings. The Adviser also believes that opportunistic, conviction-based portfolio construction and informed risk management increase the potential for alpha. Investment decisions involve evaluating a companys competitive position, evaluating industry and country dynamics, identifying potential growth catalysts and assessing the financial position of the company. The Adviser will sell a holding based on a number of factors including to take profits, changes to the fundamental investment thesis, changes in the risk/reward assessment of the holding, an assessment that the holding is efficiently priced, to make room for more attractive ideas or for other portfolio or risk management considerations. This investment philosophy results in high portfolio turnover. High portfolio turnover in any year may result in payment by the Funds 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.
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 IRA), buying Fund shares at a time when the Fund has substantial undistributed income or substantial
31
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 those capital gains constituting short-term capital gains, which are taxed at ordinary income tax rates for federal income tax purposes. You should consult your tax advisor regarding your tax situation.
Investment Objectives and Principal Investment Strategies
Driehaus International Discovery Fund. The investment objective of the Driehaus International Discovery Fund is to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. There are no restrictions on the capitalization of companies whose securities the Fund may buy. 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, Israel 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 stocks, bearer and registered 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. This investment objective is fundamental and cannot be changed without the approval of shareholders. 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, Israel and most Western European countries. Under normal market conditions, at least 80% of the Funds net assets (plus the amount of borrowings for investment purposes) will be invested in the equity securities of emerging markets companies. The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in emerging markets companies. 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
32
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 stocks, bearer and registered 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 Emerging Markets Small Cap Growth Fund. The investment objective of the Fund is to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. The Fund pursues its objective by investing primarily in the equity securities of small capitalization emerging markets companies. Under normal market conditions, the Fund invests substantially all (no less than 80%) of its net assets (plus the amount of borrowings for investment purposes) in small capitalization emerging markets companies. For purposes of the Fund, the Adviser currently considers a company to be a small capitalization emerging markets company if it is within the same market capitalization range at the time of investment as those included in the MSCI Emerging Markets Small Cap Index. As of the date of this Prospectus, approximately 99% of the MSCI Emerging Markets Small Cap Index consisted of companies with a market capitalization of less than $4 billion.
The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in small capitalization emerging markets companies. The Funds investments in options on emerging markets company stocks and emerging markets exchange-traded funds will be counted toward its policy to invest at least 80% of its net assets in small capitalization emerging markets companies under normal market conditions. In addition, securities of companies whose market capitalization no longer meets this definition after purchase many continue to be held by the Fund. The Fund may invest in companies with higher market capitalizations if market conditions suggest doing so will help the Fund achieve its objective. Emerging markets 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, Israel and most Western European countries. 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 may invest significant assets in any single emerging market country. The Fund will invest in a relatively low number of issuers, making it 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 stocks, American Depositary Receipts (ADR), Global Depositary Receipts (GDR), equity-convertible securities such as warrants, rights, or options, 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 ADRs or GDRs, rather than invest directly in the underlying shares of a foreign issuer, for liquidity, timing or transaction cost reasons.
33
The Fund may purchase or write options on equity securities, exchange traded funds and other similar securities as well as on futures. The Fund may also engage in short sale transactions. The primary purpose of these activities is to hedge exposures within the Funds portfolio but the Fund may also do so speculatively for purposes of profiting from the movements of underlying securities.
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 Small Cap Growth Fund. The investment objective of the Driehaus International Small Cap Growth Fund is to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. 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 (plus the amount of borrowings for investment purposes) in the equity securities of non-U.S. small capitalization companies. The Adviser currently considers non-U.S. small capitalization companies to be companies located in the same countries and within the same market capitalization range at the time of investment as those included in the MSCI All Country World ex USA Small Cap Growth Index. As of the date of this Prospectus, approximately 92% of the MSCI All Country World ex USA Small Cap Growth Index consisted of companies with a market capitalization of less than $5 billion. The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in the equity securities of non-U.S. small cap companies. 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 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, Israel 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 stocks, bearer and registered 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
34
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 Global Growth Fund. The investment objective of the Driehaus Global Growth Fund is to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. The Fund invests primarily in equity securities of both U.S. and non-U.S. companies exhibiting strong growth characteristics. Under normal market conditions, the Fund primarily invests in common stocks and other equity securities, including preferred stocks, both within and outside the U.S., whose market capitalization is greater than $1 billion at the time of investment, although the Fund may invest in companies with lower market capitalization if market conditions suggest that doing so will help the Fund achieve its objective. There is no maximum limit on the number of companies in which the Adviser can invest at a given time. The Fund is a nondiversified fund. 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. The Fund does not invest more than 35% of its assets at market value at the time of purchase in companies from any single country other than the U.S. The Fund may invest in companies with limited operating histories. Under normal conditions, the Fund will invest significantly (at least 40% of its net assets (plus the amount of borrowings for investment purposes), unless market conditions are not deemed favorable by the Adviser, in which case the Fund would invest at least 30% of its net assets (plus the amount of borrowings for investment purposes)) in companies organized or located outside the U.S. or doing a substantial amount of business outside the U.S. The Fund considers a company that derives at least 50% of its revenue from business outside the U.S. or has at least 50% of its assets outside the U.S. as doing a substantial amount of business outside the U.S. The Fund will allocate its assets among various regions and countries, including the United States (but in no less than three different countries).
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, Israel 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 stocks, bearer and registered 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 Mid Cap Growth Fund. The Driehaus Mid Cap Growth Fund seeks to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. The Fund invests primarily in equity securities of mid capitalization U.S. companies exhibiting strong growth characteristics. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of U.S. mid cap companies. The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in the equity securities of U.S. mid cap companies. For purposes of the Fund, the Adviser currently considers a company to
35
be a mid cap company if it is within the same market capitalization range at the time of investment as those included in the Russell Midcap Growth Index, which as of the date of this Prospectus are companies that have a market capitalization range of approximately $1 billion to generally less than $20 billion. Securities of companies whose market capitalization no longer meets this definition after purchase may continue to be held by the Fund. 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.
Equity securities include common and preferred stocks, bearer and registered 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 invest in cash, money market mutual funds or similar cash equivalents. While the Fund will invest primarily in the securities of U.S. companies, the Fund may also invest in American Depositary Receipts and American Depositary Shares, but generally in an amount no greater than 20% of the assets of the Fund (measured as of the date of investment).
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, money market mutual funds or similar cash equivalents. 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 Micro Cap Growth Fund. The Driehaus Micro Cap Growth Fund seeks to maximize capital appreciation. This investment objective is fundamental and cannot be changed without the approval of shareholders. The Fund invests primarily in equity securities of micro-cap U.S. companies exhibiting strong growth characteristics. Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of U.S. micro-cap companies. The Fund will provide shareholders 60 days prior written notice of a change in the Funds non-fundamental policy of investing at least 80% of its net assets in the equity securities of U.S. micro-cap companies. For purposes of the Fund, the Adviser currently considers a company to be a micro-cap company if it is within the same market capitalization range at the time of investment as those included in the Russell Microcap Growth Index. As of the date of this Prospectus, approximately 85% of the Russell Microcap Growth Index consisted of companies with a market capitalization of less than $1 billion. Securities of companies whose market capitalization no longer meets this definition after purchase may continue to be held by the Fund. 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.
Equity securities include common and preferred stocks, bearer and registered 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 invest in cash, money market mutual funds or similar cash equivalents. While the Fund will invest primarily in the securities of U.S. companies, the Fund may also invest in American Depositary Receipts and American Depositary Shares, but generally in an amount no greater than 20% of the assets of the Fund (measured as of the date of investment).
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, money market mutual funds or similar cash equivalents. 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.
This section contains greater detail on the risks an investor would face as a shareholder in the Funds based on the Funds investment objectives and strategies.
Market Risk. Each 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 each Funds shares.
36
Growth Stock Risk. Growth stocks are typically priced higher than other stocks, in relation to earnings and other measures, because investors believe they have more growth potential. This potential may or may not be realized and, if it is not realized, may result in a loss to a Fund. Growth stock prices also tend to be more volatile than the overall market.
Foreign Securities and Currencies Risk. The Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund and Driehaus Global Growth Fund may invest in foreign securities. Investing outside the U.S. involves 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).
The Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund may invest in U.S. dollar-denominated securities of foreign issuers traded in the U.S. Such investments increase a portfolios diversification and may enhance return, but they may also involve additional risk, including market, political and regulatory risk.
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 and Driehaus Emerging Markets Small Cap Growth Fund invest primarily in emerging markets. The Driehaus International Discovery Fund, Driehaus International Small Cap Growth Fund and Driehaus Global 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
37
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.
Micro-Cap Company Risk. The securities of micro-cap companies may be more volatile in price, have wider spreads between their bid and ask prices, and have significantly lower trading volumes than the securities of larger capitalization companies. As a result, the purchase or sale of more than a limited number of shares of the securities of a smaller company may affect its market price. The Driehaus Micro Cap Growth Fund may need a considerable amount of time to purchase or sell its positions in these securities. Some U.S. micro-cap companies are followed by few, if any, securities analysts, and there tends to be less publicly available information about such companies. Their securities generally have even more limited trading volumes and are subject to even more abrupt or erratic market price movements than are small-cap and mid-cap securities, and the Driehaus Micro Cap Growth Fund may be able to deal with only a few market-makers when purchasing and selling micro-cap securities. Such companies also may have limited markets, financial resources or product lines, may lack management depth, and may be more vulnerable to adverse business or market developments. These conditions, which create greater opportunities to find securities trading well below the Advisers estimate of the companys current worth, also involve increased risk.
Small- and Medium-Sized Company Risk. The Funds invest in companies that are smaller, less established, with less liquid markets for their stock, and therefore may be riskier investments. 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. The value of securities of smaller, less well known issuers can be more volatile than that of larger issuers.
Nondiversification. Because each Fund may invest a greater percentage of assets in a particular issuer or a small number of issuers, they may be subject to greater risks and larger losses than diversified funds. The value of each Fund may vary more as a result of changes in the financial condition or the markets assessment of the issuers than a more diversified fund.
Allocation Risk. A Funds overall risk level will depend on the countries and market sectors in which the Fund is invested. Because a Fund may have significant weightings in a particular company, country, industry or market sector, the value of Fund shares may be affected by events that adversely affect that company, country, industry or market sector and may fluctuate more than that of a less focused fund.
Portfolio Turnover. A Funds annual turnover rate indicates changes in its portfolio investments. The Adviser will not consider portfolio turnover rate a limiting factor in making investment decisions consistent with the Funds 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, including net short-term capital gains, which are taxed as ordinary income for federal income tax purposes. 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
38
industries or individual issues warrant such action. In light of these factors and the historical volatility of foreign and domestic 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.
Manager Risk. How the Adviser manages each Fund will impact the Funds performance. A Fund may lose money if the Advisers investment strategy does not achieve the Funds objective or the Adviser does not implement the strategy successfully.
Short Sale Risk. Short sales expose the Driehaus Emerging Markets Small Cap Growth Fund to the risk that it will be required to buy the security sold short (also known as covering the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Fund. The amount the Fund could lose on a short sale is theoretically unlimited (as compared to a long position, where the maximum loss is the amount invested). The use of short sales may also cause the Fund to have higher expenses than those of other funds.
Options Risk. In seeking to achieve its desired investment objective, provide additional revenue or hedge against changes in security prices or currency fluctuations, the Driehaus Emerging Markets Small Cap Growth Fund may, but is not required to, use options as a substitute for taking a position in an underlying security.
The Fund may use options for hedging or speculation. Participation in the options markets involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. A small investment in options could have a potentially large impact on the Funds performance and could result in losses that significantly exceed the Funds original investment. If the Advisers forecast of movements in the markets is inaccurate, the Fund could be in a worse position than if options strategies were not used.
Risks inherent in the use of options include: (1) imperfect correlation between the price of options and movements in the prices of the securities being hedged; (2) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; (3) the possible absence of a liquid secondary market for any particular instrument at any time; and (4) that the transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses.
Other Investment Strategies and 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. Of course, there can be no assurance that a Fund will achieve its investment objective. There are specific restrictions on each Funds investments. Such restrictions are detailed in the Statement of Additional Information (SAI). Some investment practices described below may not be permissible for a Fund. In addition to the principal risks discussed in the Fund Summaries, the Funds investments involve additional potential risks which are summarized below. The SAI also 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. Each Fund may not use all of these techniques or strategies or might only use them from time-to-time.
Recent Market Events Risk. The domestic and foreign equity and debt capital markets have experienced unprecedented volatility in the past several years. This financial crisis has caused a significant decline in the value and liquidity of many securities and may create a higher degree of volatility in the net asset values of many mutual funds, including the Funds. Because these events are unprecedented, it is difficult to predict their magnitude or duration. Changes in market conditions will not have the same impact on all types of securities. In response to the crisis, the U.S. government, the Federal Reserve and certain foreign banks have taken steps to support financial markets. The withdrawal of this support could negatively impact the value and liquidity of certain securities.
Impact of Certain Investments. The Funds may invest in a variety of securities, including those sold in initial public offerings and derivatives. 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.
American Depositary Receipts (ADRs). The Funds may invest in foreign securities in the form of depositary receipts and/or securities traded directly on U.S. exchanges. Depositary receipts represent ownership of securities in foreign companies and are held in banks and trust companies. They include ADRs, which are traded on U.S. exchanges and are U.S. dollar-denominated.
39
Although ADRs do not eliminate the risks inherent in investing in the securities of foreign issuers, which include market, political, currency and regulatory risk, by investing in ADRs rather than directly in securities of foreign issuers, the Funds may avoid currency risks during the settlement period for purchases or sales. In general, there is a large, liquid market in the United States for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market exchange on which they are traded, in which standards are more uniform and more exacting than those to which many foreign issuers may be subject. The Funds may invest in ADRs sponsored or unsponsored by the issuer of the underlying security. In the case of an unsponsored ADR, the Funds may bear higher expenses and encounter greater difficulty in receiving shareholder communications than they would have with a sponsored ADR.
Currency Hedging. To the extent a Fund invests 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. If a Fund trades a foreign security, it 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.
40
The Driehaus Emerging Markets Small Cap Growth Fund may hedge the Funds exposure to its portfolio of small capitalization (small cap) emerging markets equity securities by entering into credit default swap agreements on sovereign debt. The Fund also may enter into equity index futures contracts for purposes of hedging the Funds investments in small cap emerging markets equity securities.
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).
With respect to equity index futures contracts entered into by the Driehaus Emerging Markets Small Cap Growth Fund, 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 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, the composition of the index, including the issuers and the weighting of each issue, may differ from the composition of the Funds portfolio.
Swap agreements typically involve a small investment of cash relative to the magnitude of risks assumed. As a result, they can be highly volatile and may have a considerable impact on the Driehaus Emerging Markets Small Cap Growth Funds performance. The Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a counterparty. In addition, if the counterpartys creditworthiness declines, the value of a swap will likely decline, potentially resulting in losses for the Fund. The Fund may also suffer losses if it is unable to terminate outstanding swaps (either by assignment or other disposition). It is possible that developments in the swaps market, including additional government regulation, could adversely affect the Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuers of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).
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 under 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 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. The Driehaus International Discovery Fund may invest up to 35% of its total assets in nonconvertible debt securities. The Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Global Growth Fund, Driehaus Mid
41
Cap Growth Fund and Driehaus Micro Cap Growth Fund may invest up to 20% of their 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.
The Driehaus Emerging Markets Small Cap Growth Fund may hold short positions in sovereign debt instruments for purposes of hedging the Funds small cap emerging market equity securities portfolio. Short sales on sovereign debt are also subject to risks discussed under the heading Principal Risks and the sub-headings Foreign Securities and Currencies Risk and Short Sale Risk.
Investment Companies. Each Fund may invest in domestic investment companies and with the exception of the Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund, 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.
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. The Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund and Driehaus Global Growth 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)
42
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 331/3% 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. The Funds portfolio holdings information is available at www.driehaus.com.
43
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, as amended. The Adviser was organized in 1982 and as of March 31, 2014, managed approximately $12.9 billion in assets.
Each Fund paid the Adviser an annual investment management fee on a monthly basis as follows for the fiscal year ended December 31, 2013. These fees are higher than the fees paid by most mutual funds.
Fund |
As a percentage
of average daily net assets |
|||
Driehaus International Discovery Fund |
1.35 | %1 | ||
Driehaus Emerging Markets Growth Fund |
1.50 | % | ||
Driehaus Emerging Markets Small Cap Growth Fund |
1.50 | %2 | ||
Driehaus International Small Cap Growth Fund |
1.50 | % | ||
Driehaus Global Growth Fund |
1.15 | %3 | ||
Driehaus Mid Cap Growth Fund |
1.00 | %4 | ||
Driehaus Micro Cap Growth Fund |
1.25 | %5 |
1 Prior to January 1, 2014, the Driehaus International Discovery Fund paid the Adviser an annual management fee on a monthly basis as follows: 1.35% on the first $1 billion of average daily net assets and 1.25% of average daily net assets in excess of $1 billion. Effective January 1, 2014, the Fund pays the Adviser an annual management fee on a monthly basis of 1.25% of average daily net assets.
2 The Adviser has entered into a contractual agreement to waive a portion of its management fee and to reimburse operating expenses to the extent necessary to cap the Driehaus Emerging Markets Small Cap Growth Funds ordinary annual operating expenses (excluding interest, taxes, brokerage commissions, dividends and interest on short sales and other investment-related costs and extraordinary expenses) at 2.00% of average daily net assets until August 21, 2014. Because of this agreement, the Fund may pay the Adviser less than the contractual management fee.
3 Prior to January 1, 2014, the Driehaus Global Growth Fund paid the Adviser an annual management fee on a monthly basis at 1.15% of average daily net assets. Effective January 1, 2014, the Fund pays the Adviser an annual management fee on a monthly basis of 1.00% of average daily net assets.
4 The Adviser has entered into a contractual agreement to waive a portion of its management fee and to reimburse operating expenses to the extent necessary to cap the Driehaus Mid Cap Growth Funds ordinary annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) at 1.75% of average daily net assets until the earlier of the termination of the investment advisory agreement or April 30, 2015. Because of this agreement, the Fund may pay the Adviser less than the contractual management fee.
5 The Adviser has entered into a contractual agreement to waive a portion of its management fee and to reimburse operating expenses to the extent necessary to cap the Micro Cap Growth Funds ordinary annual operating expenses (excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) at 1.70% of average daily net assets until the earlier of the termination of the investment advisory agreement by the Board of Trustees or the Funds shareholders or November 18, 2016. Pursuant to the agreement, and so long as the investment advisory agreement is in place, for a period of three years subsequent to the Funds commencement of operations on November 18, 2013, 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 that was in place at the time. Because of this agreement, the Fund 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 or continuation of the investment advisory agreement for each Fund may be reviewed in the Funds annual report to shareholders for the fiscal year ended December 31, 2013. Shareholder reports may be obtained by calling 1-800-560-6111, or by visiting www.driehaus.com or the SECs web site at www.sec.gov.
Driehaus International Discovery Fund
Portfolio Manager. The Driehaus International Discovery Fund is managed by Dan Rea. Prior to assuming sole portfolio manager responsibilities on December 31, 2008, Mr. Rea served as the co-portfolio manager of Driehaus International Discovery Fund since August 1, 2007. Mr. Rea has responsibility for making investment decisions on behalf of the Fund.
44
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., 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. Mr. Rea is also the Portfolio Manager for the Driehaus Global Growth Fund. Mr. Rea was the Assistant Portfolio Manager of the Driehaus Emerging Markets Growth Fund from April 2006 to April 2008. From August 1, 2007 through September 2008, Mr. Rea was the Co-Portfolio Manager of the Driehaus International Equity Yield Fund, a former fund of the Trust that merged into the Driehaus International Discovery Fund. In addition to his portfolio management responsibilities, Mr. Rea has served as Director of Research for the Adviser since October 2006.
Assistant Portfolio Manager. Sebastien Pigeon has been an assistant portfolio manager of the Driehaus International Discovery Fund since May 1, 2011. He has investment decision-making responsibilities for the Fund, subject to Mr. Reas approval.
Mr. Pigeon received his B.A. degree in Political Science from the Institute of Political Sciences (Sciences Po) in France in 1993 and his M.B.A. degree from Marseille Business School (Euromed) in France in 1995. He began his career in 1995 at Societe Generale as an associate equity research analyst. In 1996 he joined SG Cowen, the U.S. equity arm of Societe Generale, as an equity research analyst. Mr. Pigeon also worked for nine years at Exane BNP Paribas, leaving with the title of Head of U.S. Equity Research prior to joining the Adviser in 2007. Prior to assuming assistant portfolio manager responsibilities, Mr. Pigeon was an investment analyst with the Adviser.
Assistant Portfolio Manager. Joshua Rubin has been an assistant portfolio manager of the Driehaus International Discovery Fund since May 1, 2013. Mr. Rubin has investment decision-making responsibilities for the Fund, subject to Mr. Reas approval.
Mr. Rubin earned a B.S.F.S. in International Politics from Georgetown University. Prior to joining the Adviser in 2012, Mr. Rubin was a portfolio manager for Marsico Capital Management where he co-managed an emerging markets mutual fund. He also served as an emerging markets senior analyst, leading the global energy, industrials and materials research efforts for Marsicos six other funds. Prior to this role, Mr. Rubin was an analyst at the investment bank George K. Baum & Company.
Driehaus Emerging Markets Growth Fund
Lead Portfolio Manager. Howard Schwab has been the lead portfolio manager of the Driehaus Emerging Markets Growth Fund since May 1, 2012. Mr. Schwab served as the portfolio manager of the Fund from January 1, 2008 to May 1, 2012. 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. Mr. Schwab is also the Co-Portfolio Manager for the Driehaus International Small Cap Growth Fund and the Driehaus Emerging Markets Small Cap Growth Fund. During his tenure with the Adviser, Mr. Schwab also was the portfolio manager for the Driehaus International Equity Yield Fund, a former fund of the Trust that merged into the Driehaus International Discovery Fund, from April 2007 through July 2007, and was an investment analyst to and then assumed portfolio management responsibilities for the predecessor limited partnership to that fund since its inception on September 1, 2003.
Co-Portfolio Manager. Chad Cleaver has been the co-portfolio manager of the Driehaus Emerging Markets Growth Fund since May 1, 2012. Mr. Cleaver served as the assistant portfolio manager of the Fund from May 1, 2008 to May 1, 2012. Mr. Cleaver has responsibility for making investment decisions on behalf of the Fund.
Mr. Cleaver is also the co-portfolio manager for the Driehaus Emerging Markets Small Cap Growth Fund. 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 on May 1, 2008.
45
Assistant Portfolio Manager. Richard Thies has been an assistant portfolio manager of the Driehaus Emerging Markets Growth Fund since May 1, 2014. He has investment decision-making responsibilities for the Fund, subject to Mr. Schwabs approval.
Mr. Thies received his B.A. in international studies from Emory University and his M.A. focused in international political economy from the University of Chicago Booth School of Business. Mr. Thies began his career at the International Finance Corporation of the World Bank Group in 2005. In 2008, Mr. Thies worked for Opportunity International as a proposal writer. He then worked as an associate international economist for The Northern Trust in 2009. Mr. Thies joined the Adviser as a macro analyst in 2011.
Driehaus Emerging Markets Small Cap Growth Fund
Lead Portfolio Manager. Chad Cleaver has co-managed the Fund since its inception in August, 2011 and became the lead portfolio manager on May 1, 2012. Mr. Cleaver was the assistant portfolio manager for the Driehaus Emerging Markets Small Cap Growth Fund, L.P., the predecessor limited partnership to the Driehaus Emerging Markets Small Cap Growth Fund, since it commenced operations on December 1, 2008. Mr. Cleaver has responsibility for making investment decisions on behalf of the Fund. Mr. Cleavers background is described under Driehaus Emerging Markets Growth Fund Co-Portfolio Manager.
Co-Portfolio Manager. Howard Schwab has co-managed the Fund since its inception in August, 2011. Mr. Schwab was the portfolio manager for the Driehaus Emerging Markets Small Cap Growth Fund, L.P., the predecessor limited partnership to the Driehaus Emerging Markets Small Cap Growth Fund, since it commenced operations on December 1, 2008. Mr. Schwab has responsibility for making investment decisions on behalf of the Fund. Mr. Schwabs background is described under Driehaus Emerging Markets Growth Fund Lead Portfolio Manager.
Assistant Portfolio Manager. Trent DeBruin has been an assistant portfolio manager of the Driehaus Emerging Markets Small Cap Growth Fund since May 1, 2014. He has investment decision-making responsibilities for the Fund, subject to Mr. Cleavers approval.
Mr. DeBruin received his B.A. in finance from the University of Notre Dame and earned his M.B.A. from the University of Chicago Booth School of Business. He began his career at Driehaus Capital Management in 2007 as an associate analyst.
Driehaus International Small Cap Growth Fund
Lead Portfolio Manager. David Mouser has assisted in the management of Driehaus International Small Cap Growth Fund since its inception on September 17, 2007 and became the lead portfolio manager on May 1, 2012. Mr. Mouser is responsible for making investment decisions on behalf of the Fund. Since September, 2005, Mr. Mouser was the assistant portfolio manager for the Driehaus International Opportunities Fund, L.P., the predecessor limited partnership to the Fund.
Mr. Mouser joined the Adviser in 1999 upon completion of his B.S. degree in Finance from the University of Dayton. Prior to assuming portfolio management responsibilities, Mr. Mouser was an investment analyst with the Adviser.
Co-Portfolio Manager. Daniel Burr has been the co-portfolio manager for the Driehaus International Small Cap Growth Fund since May 1, 2014. He has responsibility for making investment decisions on behalf of the Fund.
Mr. Burr received his B.S. in applied economics and business management from Cornell University in 2000 and completed his M.B.A. in 2006 with concentrations in finance and accounting from the University of Chicago Booth School of Business. Mr. Burr began his career at First Manhattan Consulting Group as an analyst from 2000 to 2001. Prior to joining Driehaus in 2013, Mr. Burr worked at Oberweis Asset Management, leaving with the title of senior international equity analyst. He joined the Adviser in 2013 as an investment analyst to the Fund prior to becoming co-portfolio manager.
Assistant Portfolio Manager. Ryan Carpenter has been the assistant portfolio manager of the Driehaus International Small Cap Growth Fund since May 1, 2010. He has investment decision-making responsibilities for the Fund, subject to Messrs. Mousers and Burrs approval.
46
Mr. Carpenter joined the Adviser in 2007 upon completion of his B.A. degree in Finance from the University of Illinois at Chicago. Mr. Carpenter is also the Portfolio Manager for the Advisers International Realty strategy. Prior to assuming portfolio management responsibilities, Mr. Carpenter was an investment analyst with the Adviser.
Driehaus Global Growth Fund
Portfolio Manager. The Driehaus Global Growth Fund is managed by Dan Rea. Mr. Rea has been the portfolio manager for the Fund since its inception on May 1, 2008 and is responsible for making investment decisions on behalf of the Fund. Mr. Reas background is described under Driehaus International Discovery Fund Portfolio Manager.
Assistant Portfolio Manager. Sebastien Pigeon has been an assistant portfolio manager of the Driehaus Global Growth Fund since May 1, 2013. He has investment decision-making responsibilities for the Fund, subject to Mr. Reas approval. Mr. Pigeons background is described under Driehaus International Discovery Fund Assistant Portfolio Manager.
Assistant Portfolio Manager. Joshua Rubin has been an assistant portfolio manager of the Driehaus Global Growth Fund since May 1, 2013. He has for investment decision-making responsibilities for the Fund, subject to Mr. Reas approval. Mr. Rubins background is described under Driehaus International Discovery Fund Assistant Portfolio Manager.
Driehaus Mid Cap Growth Fund
Portfolio Manager. Dan Wasiolek has managed the Driehaus Mid Cap Growth Fund since its inception on April 15, 2009. Mr. Wasiolek is responsible for making all investment decisions on behalf of the Fund. Mr. Wasiolek was an investment analyst and then assumed portfolio management responsibilities for the Driehaus Institutional Mid Cap, L.P. and the Driehaus Mid Cap Investors, L.P., the predecessor limited partnerships to the Driehaus Mid Cap Growth Fund, since October 26, 2007.
Mr. Wasiolek joined the Adviser in 1998 upon completion of his B.A. in Business Administration from Illinois Wesleyan University. In 2002, Mr. Wasiolek earned an M.B.A. from DePaul Universitys Kellstadt Graduate School of Business. Mr. Wasiolek is the portfolio manager for the Advisers Mid Cap Growth and Large Cap Growth strategies and co-portfolio manager for the Advisers Small/Mid Cap Growth strategy. Prior to assuming portfolio manager responsibilities, Mr. Wasiolek was an investment analyst with the Adviser.
Assistant Portfolio Manager. Brad Jackson has been an assistant portfolio manager of the Driehaus Mid Cap Growth Fund since May 1, 2013 He has investment decision-making responsibilities for the Fund, subject to Mr. Wasioleks approval.
Mr. Jackson received his B.B.A. in finance investments and banking from the University of Wisconsin-Madison and his M.B.A. with concentrations in analytical finance and economics from the University of Chicago in 2004. Mr. Jackson joined the Adviser as a senior analyst in 2010. Prior to joining the firm, he served as an analyst at Neuberger Berman, and a senior investment analyst at American Century. Mr. Jackson is a CFA charterholder.
Driehaus Micro Cap Growth Fund
Portfolio Manager. The Driehaus Micro Cap Growth Fund is managed by Jeffrey James. Mr. James has been the Portfolio Manager for the Fund since its inception and is responsible for making investment decisions on behalf of the Fund. Mr. James was the portfolio manager for the Driehaus Micro Cap Fund, L.P since 1998 and the portfolio manager for the Driehaus Institutional Micro Cap Fund, L.P. since its inception. These are the predecessor limited partnerships to the Fund.
Mr. James received his B.S. in Finance from Indiana University in 1990 and an M.B.A. from DePaul University in 1995. He began his career with Lehman Brothers in 1990. From 1991 through 1997, Mr. James worked at the Federal Reserve Bank of Chicago as an analyst. In 1997, Mr. James joined the Adviser as a sector analyst covering the information technology and energy sectors. In 1998, he assumed portfolio management duties for the Advisers Micro Cap Growth Strategy and in 2006 for the Advisers Small Cap Growth Strategy.
47
Assistant Portfolio Manager. Michael Buck is the assistant portfolio manager of the Driehaus Micro Cap Growth Fund, a position he has held since the Funds inception. In this role, he supports Mr. James with investment research, security selection and portfolio construction. Mr. Buck has investment decision-making responsibilities for the Fund, subject to Mr. Jamess approval. Mr. Buck was the assistant portfolio manager of the Driehaus Micro Cap Fund, L.P since January 1, 2009 and the Driehaus Institutional Micro Cap Fund, L.P. since its inception.
Mr. Buck received a B.A. in Economics and Cello Performance from Northwestern University in 2000. Mr. Buck began his career in 2001 with Deloitte Consulting. In 2002, he joined the Adviser, where he also serves as a senior research analyst focusing on U.S. micro-cap and small-cap stocks within the consumer discretionary, consumer staples and financials sectors. Mr. Buck is the assistant portfolio manager for the Advisers Micro Cap Growth Strategy and for the Advisers Small Cap Growth Strategy.
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.
Administrator. BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) is the administrator for the Funds. In such capacity, BNY Mellon assists the Funds in aspects of their administration and operation, including certain accounting services.
Transfer Agent. BNY Mellon is the agent of the Funds for the transfer of shares, disbursement of dividends and maintenance of shareholder account records.
Custodian. The Northern Trust Company (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 custody network or foreign depositories used by such members.
48
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 or redemption order 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 by the Advisers Pricing Committee or an independent pricing service as described below, 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 Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus Global Growth Fund and Driehaus International Small Cap Growth Fund 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.
1) | Read this Prospectus carefully. |
2) | Each Fund has the following minimum investments, which may be waived at the discretion of DS LLC: |
Minimum |
Minimum Subsequent Investment |
Minimum Initial IRA Investment |
Minimum Subsequent IRA Investment |
Minimum Automatic Investment Plan (Monthly) |
Minimum Automatic Investment Plan (Quarterly) | |||||
$10,000 | $2,000 | $2,000 | $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. |
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 |
49
Agreement for further details on eligibility, service fees, and federal 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. |
1) | By Mail. Make your check payable to Driehaus Mutual Funds. The Funds accept: |
| Your personal check, preprinted with your name and address |
| 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:
| Cash |
| Credit cards |
| Cashiers/Official checks |
| Bank drafts |
| Third party checks |
| Starter checks that do not have a printed name and address on them |
| Travelers checks |
| Credit card checks |
| 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:
Regular Mail: Driehaus Mutual Funds P.O. Box 9817 Providence, RI 02940 |
Overnight Delivery: Driehaus Mutual Funds 4400 Computer Drive Westborough, MA 01581-1722 |
2) | By Wire Transfer. Call Shareholder Services at 1-800-560-6111 to initiate your purchase and obtain your account number. Wire instructions can be obtained from Shareholder Services by calling 1-800-560-6111, from the account application or at the Funds web site at www.driehaus.com. |
3) | Through Automatic Investment Plan. Additional investments in shares of the Funds may be made automatically by authorizing the Transfer Agent to withdraw funds via 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 net asset value calculated on the next business day. Instructions to purchase shares of the Funds by ACH received after the close of the NYSE receive the net asset value 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 investors who would like to participate in the Automatic Investment Plan or make additional investments in shares of the Funds by ACH should complete the appropriate section of the account application and mail it to
50
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.
DS LLC makes payments, and the Adviser may make payments, out of their own resources to Intermediaries for providing shareholder servicing or distribution related activities. No payments are made by the Funds for distribution or promotion of the Funds.
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 generally sell shares to persons or entities, including foreign financial institutions, foreign shell banks 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. However, under limited circumstances, the Funds reserve the right to sell shares to such persons or entities residing outside of the U.S., its territories and possessions. 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.
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 undistributed income or substantial recognized or unrecognized gains can cost you money in taxes. See Distributions and Taxes Buying a Distribution below. Contact the Fund for information concerning when distributions will be paid.
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 International Small Cap Growth Fund. The Driehaus International Small Cap Growth Fund is closed to new investors. You may purchase Driehaus International Small Cap Growth Fund shares and reinvest dividends and capital gains you receive on your holdings of Fund shares in additional shares of the Fund if you are:
| A current Fund shareholder; |
| A participant in a qualified retirement plan that offers the 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; or |
| A financial advisor or registered investment adviser whose clients have Fund accounts. |
You may open a new account in the Driehaus International Small Cap Growth Fund if you:
| Are an employee of the Adviser or its affiliates or a Trustee of Driehaus Mutual Funds; |
51
| Exchange your shares of another Driehaus Mutual Fund for shares of the Fund; |
| Hold shares of the Fund in another account, provided your new account and your existing account are registered under the same address of record, the same primary Social Security Number or Taxpayer Identification Number, the same name(s), and the same beneficial owner(s); or |
| Are a financial advisor or registered investment adviser whose clients have Fund accounts. |
These restrictions apply to investments made directly through Driehaus Securities LLC, the Funds distributor, as well as investments 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. Once an account is closed, additional investments will not be accepted unless you meet 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.
1) | By Mail. Shareholders may sell shares by writing the Funds at the following address: |
Regular Mail: Driehaus Mutual Funds P.O. Box 9817 Providence, RI 02940 |
Overnight Delivery: Driehaus Mutual Funds 4400 Computer Drive Westborough, MA 15181-1722 |
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 proceeds 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. |
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 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. |
52
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:
Fund |
Minimum Account Value |
Minimum IRA Account Value |
||||||
Driehaus International Discovery Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus Emerging Markets Growth Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus Emerging Markets Small Cap Growth Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus International Small Cap Growth Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus Global Growth Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus Mid Cap Growth Fund |
$ | 5,000 | $ | 1,500 | ||||
Driehaus Micro 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 for federal income tax purposes.
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. 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. |
53
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. The redemption price will be determined as of the time proper redemption instructions are received, in the manner described above, even if a Fund delays payment of the proceeds. 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 many of the accounts opened through Intermediaries and consequently rely on the Intermediaries to comply with the Funds policies and procedures on frequent purchases and redemptions. In some instances, the Funds allow an Intermediary to impose frequent trading restrictions that differ from those of the Funds. Investors who purchase shares through an Intermediary should review any disclosures provided by the Intermediary with which they have an account to determine what frequent trading restrictions may apply to their account. The Funds may direct any Intermediary to block any shareholder account from future trading in the Funds if market timing is suspected or discovered.
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.
54
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) has (have) the same transfer agent, is (are) available for purchase, 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, subject to the qualifications noted above, 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 exchanged. 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:
| A redemption request is over $100,000. |
| 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. |
| 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. |
| A redemption amount is to be wired to a bank other than one previously authorized. |
| 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.
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
55
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 Driehaus Mutual Funds, P.O. Box 9817, Providence, RI 02940.
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.
Payment of Dividends and Other Distributions. Each Fund pays its shareholders dividends from its investment company taxable income (determined without regard to the deduction for dividends paid), and distributions from any realized 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 available 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 98.2% of capital gain net income realized 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. With respect to the Driehaus International Small Cap Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund, because each Fund succeeded to the tax basis of the assets of its predecessor limited partnership(s), shareholders should be aware that, as portfolio securities that were received from the limited partnership(s) are sold, any capital gain that existed at the time the Fund acquired the securities from the limited partnership(s), along with any appreciation that occurred while the Fund held the securities, may be recognized by the Fund, and such recognized gain, if any, will be distributed to Fund shareholders as dividends or distributions and will be taxable to them for federal income tax purposes.
Federal Income 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 Internal Revenue Code of 1986, as amended (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. However, dividends received by a Fund from foreign corporations are not expected to qualify for the dividends received deduction and dividends received from certain foreign corporations may not qualify for treatment as qualified dividend income. 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. 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 to shareholders of record in the last three months of the calendar year and paid in the following January are taxable as if paid on December 31 of the year declared.
56
Taxability of Distributions to Individuals and Other Noncorporate Shareholders (taxable years beginning in 2014)
Type of Distribution |
Federal Income Tax Rate for 15% Bracket or lower |
Federal Income Tax Rate
for 25%, 28%, 33% and 35% Bracket |
Federal Income Tax Rate for 39.6% Bracket | |||
Income Dividends |
ordinary income rate | ordinary income rate | ordinary income rate | |||
Short-term Capital Gains |
ordinary income rate | ordinary income rate | ordinary income rate | |||
Long-term Capital Gains |
0% | 15% | 20% | |||
Qualified Dividend Income |
0% | 15% | 20% |
In addition, an additional 3.8% Medicare tax is imposed on certain net investment income (including dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
Investment income received by a 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 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 qualify to make such election. It is not expected that the Driehaus Mid Cap Growth Fund or Driehaus Micro Cap Growth Fund will qualify to make such election. If this election is made, shareholders will generally be able to claim a credit or deduction (subject to certain limitations) 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). 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. In such a case, shareholders will not be able to claim either a credit or a deduction for their pro rata portion of such taxes paid by the Fund, nor will shareholders be required to treat as part of the amounts distributed to them their pro rata portion of such taxes paid.
Buying a Distribution. A distribution paid after an investor purchases shares of 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.
Redemption of Fund Shares. If a shareholder redeems or exchanges Fund shares in a non-retirement account, it is generally considered a taxable event for federal income tax purposes. Depending on the purchase price and the sale price of the shares redeemed or exchanged, the shareholder may have a gain or loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if the shareholder held the shares for more than one year. If the shareholder held the shares for one year or less, the gain or loss will generally be treated as a short-term capital gain or loss. Short-term capital gain is taxable at ordinary income tax rates for federal income tax purposes. Shareholders may be limited in their ability to utilize capital losses. Any loss realized on sales or exchanges 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 with respect to such shares.
57
Backup Withholding. A Fund may be required to withhold federal income tax (backup withholding) at a 28% rate from dividends, distributions and redemption proceeds paid to certain shareholders. Backup withholding may be required if:
| An investor fails to furnish the Fund with the investors properly certified social security or other taxpayer identification number; |
| An investor fails to properly certify that the investors taxpayer identification number is correct or that the investor is not subject to backup withholding due to the underreporting of certain income; or |
| The Internal Revenue Service (IRS) informs the Fund that the investors taxpayer identification number is incorrect or that the investor is subject to backup withholding. |
Cost Basis Reporting. The Funds are required to report to the IRS, and to furnish to Fund shareholders, detailed cost basis and holding period information for Fund shares acquired on or after January 1, 2012 (covered shares), that are redeemed on or after that date. These requirements do not apply to investments through a tax-advantaged arrangement, such as a 401(k) or an IRA. If you redeem covered shares during any year, the Funds will report the following information to the IRS and to you on Form 1099-B: (i) the cost basis of such shares, (ii) the gross proceeds you received on the redemption, and (iii) the holding period for the redeemed shares. The Funds default method for calculating the cost basis of covered shares is the average cost basis. You should contact your tax or other advisor about the application of the cost basis reporting rules to you, particularly whether you should elect a cost basis calculation method other than the default average cost basis. If you wish to change your cost basis methodology, please see the Cost Basis Election Form at www.driehaus.com or call 1-800-560-6111. If you hold your Fund shares through a financial intermediary, please contact your representative regarding the reporting of cost basis and available elections for your account.
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.
Certifications of federal income tax status are contained in the account 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 as of April 30, 2014. 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.
58
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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Net asset value, beginning of period |
$ | 27.85 | $ | 24.27 | $ | 30.27 | $ | 27.19 | $ | 18.28 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||
Net investment income (loss) |
0.03 | 0.03 | ^ | 0.13 | ^ | (0.22 | ) | 0.00 | ~ | |||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
4.73 | 3.55 | (6.13 | ) | 3.86 | 9.02 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total income (loss) from investment operations |
4.76 | 3.58 | (6.00 | ) | 3.64 | 9.02 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||
Dividends from net investment income |
| | | (0.56 | ) | (0.11 | ) | |||||||||||||
Distributions from capital gains |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions |
| | | (0.56 | ) | (0.11 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of period |
$ | 32.61 | $ | 27.85 | $ | 24.27 | $ | 30.27 | $ | 27.19 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
17.09 | % | 14.75 | % | (19.85 | )% | 13.47 | % | 49.28 | % | ||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 133,887 | $ | 206,393 | $ | 211,927 | $ | 338,840 | $ | 364,411 | ||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.65 | %¥ | 1.76 | %¥ | 1.72 | %¥ | 1.71 | % | 1.75 | % | ||||||||||
Ratio of net expenses to average net assets |
1.62 | %#¥ | 1.75 | %#¥ | 1.71 | %#¥ | 1.70 | %# | 1.74 | %# | ||||||||||
Ratio of net investment income (loss) to average net assets |
0.11 | %# | 0.11 | %# | 0.44 | %# | (0.77 | )%# | 0.07 | %# | ||||||||||
Portfolio turnover |
156 | % | 112 | % | 119 | % | 93 | % | 145 | % |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share. |
# | Such ratios are net of fees paid indirectly through a commission recapture program. |
¥ Ratio of expenses to average net assets includes interest expense of less than 0.005% for the years ended December 31, 2013, 2012 and 2011. The interest expense is from utilizing the line of credit.
59
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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Net asset value, beginning of period |
$ | 30.61 | $ | 25.72 | $ | 32.20 | $ | 29.24 | $ | 17.19 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||
Net investment income (loss) |
0.10 | 0.13 | 0.16 | (0.04 | )^ | (0.05 | ) | |||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
2.62 | 4.88 | (4.97 | ) | 6.84 | 12.09 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total income (loss) from investment operations |
2.72 | 5.01 | (4.81 | ) | 6.80 | 12.04 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||
Dividends from net investment income |
| (0.12 | ) | | (0.69 | ) | | |||||||||||||
Distributions from capital gains |
(0.80 | ) | | (1.67 | ) | (3.15 | ) | | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions |
(0.80 | ) | (0.12 | ) | (1.67 | ) | (3.84 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.01 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of period |
$ | 32.53 | $ | 30.61 | $ | 25.72 | $ | 32.20 | $ | 29.24 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
8.92 | % | 19.51 | % | (15.02 | )% | 23.56 | % | 70.10 | % | ||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 1,634,866 | $ | 989,258 | $ | 741,291 | $ | 834,311 | $ | 575,842 | ||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.66 | % | 1.68 | % | 1.68 | % | 1.69 | % | 1.78 | % | ||||||||||
Ratio of net expenses to average net assets |
1.64 | %# | 1.66 | %# | 1.64 | %# | 1.63 | %# | 1.75 | %# | ||||||||||
Ratio of net investment income (loss) to average net assets |
0.33 | %# | 0.48 | %# | 0.49 | %# | (0.15 | )%# | (0.30 | )%# | ||||||||||
Portfolio turnover |
264 | % | 278 | % | 342 | % | 293 | % | 275 | % |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share. |
# | Such ratios are net of fees paid indirectly through a commission recapture program. |
60
Financial Highlights Driehaus Emerging Markets 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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, |
For the Period December 31, 2011 |
|||||||||||
2013 | 2012 | |||||||||||
Net asset value, beginning of period |
$ | 11.15 | $ | 8.81 | $ | 10.00 | ||||||
|
|
|
|
|
|
|||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||
Net investment income (loss) |
(0.00 | )^~ | 0.00 | ^~ | (0.03 | ) | ||||||
Net realized and unrealized gain (loss) on investments |
1.36 | 2.52 | (1.16 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total income (loss) from investment operations |
1.36 | 2.52 | (1.19 | ) | ||||||||
|
|
|
|
|
|
|||||||
LESS DISTRIBUTIONS: |
||||||||||||
Dividends from net investment income |
(0.02 | ) | (0.18 | ) | | |||||||
Distributions from capital gains |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total distributions |
(0.02 | ) | (0.18 | ) | | |||||||
|
|
|
|
|
|
|||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | | |||||||
|
|
|
|
|
|
|||||||
Net asset value, end of period |
$ | 12.49 | $ | 11.15 | $ | 8.81 | ||||||
|
|
|
|
|
|
|||||||
Total Return |
12.11 | % | 28.83 | % | (11.90 | )%** | ||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||
Net assets, end of period (in 000s) |
$ | 191,285 | $ | 80,997 | $ | 32,720 | ||||||
Ratio of expenses before reimbursements and waivers to average net assets |
1.85 | % | 2.15 | % | 2.74 | %* | ||||||
Ratio of net expenses to average net assets |
1.90 | %# | 1.99 | %# | 1.97 | %*# | ||||||
Ratio of net investment income (loss) to average net assets |
(0.02 | )%# | (0.02 | )%# | (0.91 | )%*# | ||||||
Portfolio turnover |
223 | % | 183 | % | 74 | %** |
* | Annualized. |
** | Not Annualized. |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share. |
Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, August 22, 2011. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual Fund operating expenses (other than interest, taxes, brokerage commissions, dividends and interest on short sales and other portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed the Funds operating expense cap of 2.00% of average daily net assets until August 21, 2014.
# | Such ratios are net of fees paid indirectly through a commission recapture program. |
61
Financial Highlights Driehaus International Small Cap 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 return in the table represents 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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Net asset value, beginning of period |
$ | 9.45 | $ | 8.51 | $ | 9.66 | $ | 7.64 | $ | 4.93 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||
Net investment income (loss) |
(0.01 | )^ | 0.03 | 0.07 | (0.06 | ) | (0.02 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
2.74 | 0.95 | (1.17 | ) | 2.14 | 2.73 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total income (loss) from investment operations |
2.73 | 0.98 | (1.10 | ) | 2.08 | 2.71 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||
Dividends from net investment income |
(0.13 | ) | (0.04 | ) | (0.05 | ) | (0.06 | ) | | |||||||||||
Distributions from capital gains |
(1.21 | ) | | | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions |
(1.34 | ) | (0.04 | ) | (0.05 | ) | (0.06 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of period |
$ | 10.84 | $ | 9.45 | $ | 8.51 | $ | 9.66 | $ | 7.64 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
29.24 | % | 11.67 | % | (11.39 | )% | 27.13 | % | 55.17 | % | ||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 270,671 | $ | 234,959 | $ | 232,729 | $ | 258,446 | $ | 201,020 | ||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.73 | % | 1.76 | % | 1.73 | % | 1.75 | % | 1.87 | % | ||||||||||
Ratio of net expenses to average net assets |
1.70 | %# | 1.74 | %# | 1.69 | %# | 1.72 | %# | 1.85 | %# | ||||||||||
Ratio of net investment income (loss) to average net assets |
(0.11 | )%# | 0.31 | %# | 0.66 | %# | (0.76 | )%# | (0.54 | )%# | ||||||||||
Portfolio turnover |
320 | % | 280 | % | 311 | % | 298 | % | 265 | % |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share. |
Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, September 17, 2007. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that the total annual 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 of 2.00% of average daily net assets until September 16, 2010.
# | Such ratios are net of fees paid indirectly through a commission recapture program. |
62
Financial Highlights Driehaus Global 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 return in the table represents 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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
Net asset value, beginning of period |
$ | 7.22 | $ | 6.58 | $ | 9.01 | $ | 7.59 | $ | 4.98 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||
Net investment income (loss) |
(0.05 | ) | (0.05 | ) | (0.10 | ) | (0.11 | ) | (0.05 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
1.31 | 1.00 | (1.53 | ) | 1.55 | 2.66 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total income (loss) from investment operations |
1.26 | 0.95 | (1.63 | ) | 1.44 | 2.61 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||
Dividends from net investment income |
| | | (0.02 | ) | | ||||||||||||||
Distributions from capital gains |
(0.87 | ) | (0.31 | ) | (0.80 | ) | | | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions |
(0.87 | ) | (0.31 | ) | (0.80 | ) | (0.02 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | | 0.00 | ~ | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of period |
$ | 7.61 | $ | 7.22 | $ | 6.58 | $ | 9.01 | $ | 7.59 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
17.79 | % | 14.36 | % | (18.15 | )% | 19.00 | % | 52.41 | % | ||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 39,686 | $ | 35,350 | $ | 35,580 | $ | 52,719 | $ | 40,301 | ||||||||||
Ratio of expenses before reimbursements and/or recapture, waivers and fees paid indirectly to average net assets |
1.93 | % | 2.02 | %¥ | 1.88 | %¥ | 1.81 | % | 2.34 | % | ||||||||||
Ratio of net expenses to average net assets |
1.92 | %# | 2.01 | %#¥ | 1.97 | %#¥ | 2.00 | %# | 2.00 | %# | ||||||||||
Ratio of net investment income (loss) to average net assets |
(0.72 | )%# | (0.62 | )%# | (1.08 | )%# | (1.37 | )%# | (1.09 | )%# | ||||||||||
Portfolio turnover |
163 | % | 103 | % | 142 | % | 145 | % | 119 | % |
~ | Amount represents less than $0.01 per share. |
Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements and/or recapture, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, May 1, 2008. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that the total annual 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 of 2.00% of average daily net assets until April 30, 2011.
# | Such ratios are net of fees paid indirectly through a commission recapture program. |
¥ Ratio of expenses to average net assets includes interest expense of less than 0.005% for the years ended December 31, 2012 and 2011. The interest expense is from utilizing the line of credit.
63
Financial Highlights Driehaus Mid 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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Year Ended December 31, | For the
Period April 27, 2009 through December 31, 2009 |
|||||||||||||||||||
2013 | 2012 | 2011 | 2010 | |||||||||||||||||
Net asset value, beginning of period |
$ | 12.87 | $ | 12.53 | $ | 13.69 | $ | 11.63 | $ | 10.00 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||
Net investment income (loss) |
(0.16 | ) | (0.10 | ) | (0.16 | ) | (0.14 | ) | (0.08 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments |
4.79 | 1.61 | (0.14 | ) | 3.25 | 2.85 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total income (loss) from investment operations |
4.63 | 1.51 | (0.30 | ) | 3.11 | 2.77 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||
Dividends from net investment income |
| | | | | |||||||||||||||
Distributions from capital gains |
(2.83 | ) | (1.17 | ) | (0.86 | ) | (1.05 | ) | (1.14 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total distributions |
(2.83 | ) | (1.17 | ) | (0.86 | ) | (1.05 | ) | (1.14 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of period |
$ | 14.67 | $ | 12.87 | $ | 12.53 | $ | 13.69 | $ | 11.63 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
36.61 | % | 11.97 | % | (2.15 | )% | 26.59 | % | 27.66 | %** | ||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 34,279 | $ | 24,181 | $ | 21,895 | $ | 21,573 | $ | 14,821 | ||||||||||
Ratio of expenses before reimbursements and waivers to average net assets |
1.85 | % | 1.97 | % | 1.95 | % | 2.47 | % | 2.82 | %* | ||||||||||
Ratio of net expenses to average net assets |
1.75 | % | 1.75 | % | 1.75 | % | 1.75 | % | 1.75 | %* | ||||||||||
Ratio of net investment income (loss) to average net assets |
(1.33 | )% | (0.78 | )% | (1.13 | )% | (1.39 | )% | (1.15 | )%* | ||||||||||
Portfolio turnover |
199 | % | 123 | % | 193 | % | 182 | % | 208 | %** |
* | Annualized |
** | Not Annualized |
~ | Amount represents less than $0.01 per share. |
Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, April 27, 2009. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual Fund operating expenses (other than interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) would not exceed the Funds operating expense cap of 1.75% of average daily net assets until April 30, 2015.
64
Financial Highlights Driehaus Micro 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 below has been derived from financial statements audited by Ernst & Young LLP, whose report, along with the Funds financial statements, is included in the annual report, which is available, without charge, upon request.
For the Period November 18, 2013 through December 31, 2013 |
||||
Net asset value, beginning of period |
$ | 10.00 | ||
|
|
|||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||
Net investment income (loss) |
(0.02 | ) | ||
Net realized and unrealized gain (loss) on investments |
0.76 | |||
|
|
|||
Total income (loss) from investment operations |
0.74 | |||
|
|
|||
LESS DISTRIBUTIONS: |
||||
Dividends from net investment income |
| |||
Distributions from capital gains |
| |||
|
|
|||
Total distributions |
| |||
|
|
|||
Net asset value, end of period |
$ | 10.74 | ||
|
|
|||
Total Return |
7.40 | %** | ||
RATIOS/SUPPLEMENTAL DATA |
||||
Net assets, end of period (in 000s) |
$ | 74,677 | ||
Ratio of expenses before reimbursements and waivers to average net assets |
2.28 | %* | ||
Ratio of net expenses to average net assets |
1.70 | %* | ||
Ratio of net investment income (loss) to average net assets |
(1.55 | )%* | ||
Portfolio turnover |
21 | %** |
* | Annualized |
** | Not Annualized |
Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, November 18, 2013. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual Fund operating expenses (other than interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) would not exceed the Funds operating expense cap of 1.70% of average daily net assets until November 18, 2016.
65
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 year.
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
(1-202-551-8090) or by sending your request by email to publicinfo@sec.gov or to the SECs Public Reference Section, Washington, DC 20549-1520 (a duplicating fee is charged).
© 2014, Driehaus Mutual Funds
1940 Act File No. 811-07655
STATEMENT OF ADDITIONAL INFORMATION
DRIEHAUS MUTUAL FUNDS
Relating to the Reorganization of the Driehaus International Discovery Fund
into the Driehaus International Small Cap Growth Fund
DRIEHAUS MUTUAL FUNDS
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(800) 560-6111
This Statement of Additional Information (SAI) is not a prospectus, but should be read in conjunction with the Proxy Statement/Prospectus dated [ ], 2014, for the Special Meeting of Shareholders of the Driehaus International Discovery Fund (the Target Fund), a series of the Driehaus Mutual Funds (the Trust), to be held on February 11, 2015. This SAI is incorporated by reference in its entirety into the Proxy Statement/Prospectus. At the Special Meeting, shareholders of the Target Fund will be asked to approve the merger of the Target Fund into the Driehaus International Small Cap Growth Fund, also a series of the Trust, as described in the Proxy Statement/Prospectus.
Copies of the Proxy Statement/Prospectus may be obtained without charge by writing to Driehaus Mutual Funds, P.O. Box 9817, Providence, Rhode Island 02940, or by calling toll-free (800) 560-6111 and are available along with other materials on the Securities and Exchange Commissions Internet website (http://www.sec.gov). Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus.
Further information about the Funds is contained in the Funds SAI dated April 30, 2014, as supplemented from time to time.
The unaudited pro forma financial statements for the merger of the Target Fund into the Driehaus International Small Cap Growth Fund are attached hereto.
The date of this SAI is [ ], 2014.
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Statement of Assets and Liabilities
June 30, 2014
(unaudited)
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
|||||||||||||
ASSETS: |
||||||||||||||||
Investments: |
||||||||||||||||
Investments at cost |
$ | 215,707,105 | $ | 103,557,543 | $ | | $ | 319,264,648 | ||||||||
Net unrealized appreciation |
32,089,175 | 12,335,119 | | 44,424,294 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Investments, at market value |
247,796,280 | 115,892,662 | | 363,688,942 | ||||||||||||
Cash |
6,211,771 | 2,548,699 | | 8,760,470 | ||||||||||||
Foreign currency (cost $2,547,408 and $680,961) |
2,560,012 | 689,956 | | 3,249,968 | ||||||||||||
Receivables: |
||||||||||||||||
Dividends |
544,689 | 339,115 | | 883,804 | ||||||||||||
Investment securities sold |
549,869 | 1,742,021 | | 2,291,890 | ||||||||||||
Fund shares sold |
64,830 | 2,740 | | 67,570 | ||||||||||||
Prepaid expenses |
1,239 | 8,535 | | 9,774 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
257,728,690 | 121,223,728 | | 378,952,418 | ||||||||||||
LIABILITIES: |
||||||||||||||||
Payables: |
||||||||||||||||
Investment securities purchased |
3,968,050 | 2,405,017 | | 6,373,067 | ||||||||||||
Fund shares redeemed |
745,747 | 43,464 | | 789,211 | ||||||||||||
Due to affiliates |
309,846 | 120,807 | | 430,653 | ||||||||||||
Net unrealized depreciation on unsettled foreign currency transactions |
1,378 | 1,676 | | 3,054 | ||||||||||||
Audit and tax fees |
32,720 | 35,220 | | 67,940 | ||||||||||||
Accrued expenses |
41,537 | 39,148 | | 80,685 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
5,099,278 | 2,645,332 | | 7,744,610 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET ASSETS |
$ | 252,629,412 | $ | 118,578,396 | $ | | $ | 371,207,808 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Assets consisted of the following at June 30, 2014: |
||||||||||||||||
Paid-in capital |
$ | 190,597,191 | $ | 330,219,676 | | 520,816,867 | ||||||||||
Undistributed net investment income (loss) |
(730,643 | ) | 245,686 | | (484,957 | ) | ||||||||||
Undistributed net realized gain (loss) |
30,662,064 | (224,254,982 | ) | | (193,592,918 | ) | ||||||||||
Unrealized net foreign exchange gain (loss) |
11,625 | 32,897 | | 44,522 | ||||||||||||
Unrealized net appreciation (depreciation) on investments |
32,089,175 | 12,335,119 | | 44,424,294 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET ASSETS |
$ | 252,629,412 | $ | 118,578,396 | $ | | $ | 371,207,808 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus International Small Cap Growth Fund |
||||||||||||||||
Net Assets |
$ | 252,629,412 | $ | 118,578,396 | (a) | $ | 371,207,808 | |||||||||
Shares Outstanding |
22,107,999 | 10,376,983 | (a) | 32,484,982 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net Asset Value Per Share |
$ | 11.43 | $ | 11.43 | $ | 11.43 | ||||||||||
|
|
|
|
|
|
|||||||||||
Driehaus International Discovery Fund |
||||||||||||||||
Net Assets |
$ | 118,578,396 | $ | (118,578,396 | )(b) | $ | | |||||||||
Shares Outstanding |
3,700,739 | (3,700,739 | )(b) | | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net Asset Value Per Share |
$ | 32.04 | $ | | $ | | ||||||||||
|
|
|
|
|
|
(a) | Reflects net effect of combining existing Driehaus International Discovery Fund into the Driehaus International Small Cap Growth Fund. |
(b) | Reflects exchange of Driehaus International Discovery Fund into the Driehaus International Small Cap Growth Fund. |
See Notes to Pro Forma Combining Financial Statements
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Statement of Operations
For the year ended June 30, 2014
(unaudited)
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
|||||||||||||
INVESTMENT INCOME (LOSS): |
||||||||||||||||
Income: |
||||||||||||||||
Dividends |
$ | 4,117,692 | $ | 1,981,917 | $ | | $ | 6,099,609 | ||||||||
Less : Non-reclaimable foreign taxes withheld |
(272,590 | ) | (168,548 | ) | | (441,138 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Income |
3,845,102 | 1,813,369 | | 5,658,471 | ||||||||||||
Expenses: |
||||||||||||||||
Investment advisory fee |
3,832,964 | 1,703,570 | 257,131 | (a) | 5,793,665 | |||||||||||
Administration fee |
247,772 | 159,472 | (69,244 | )(a) | 338,000 | |||||||||||
Professional fees |
54,201 | 34,012 | (12,669 | )(b) | 75,544 | |||||||||||
Audit and tax fees |
48,891 | 49,891 | (45,082 | )(b) | 53,700 | |||||||||||
Federal and state registration fees |
14,806 | 18,921 | (13,727 | )(b) | 20,000 | |||||||||||
Custodian fees |
71,311 | 42,185 | (18,782 | )(b) | 94,714 | |||||||||||
Transfer agent fees |
44,455 | 56,547 | (36,000 | )(a) | 65,002 | |||||||||||
Trustees fees |
37,075 | 32,118 | (30,676 | )(b) | 38,517 | |||||||||||
Chief compliance officer fees |
5,585 | 5,995 | (4,585 | )(b) | 6,995 | |||||||||||
Reports to shareholders |
15,529 | 15,109 | (4,597 | )(b) | 26,041 | |||||||||||
Interest expense |
| 6,583 | | 6,583 | ||||||||||||
Miscellaneous |
32,124 | 30,226 | (5,000 | )(b) | 57,350 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Expenses |
4,404,713 | 2,154,629 | 16,769 | 6,576,111 | ||||||||||||
Fees paid indirectly |
(56,728 | ) | (29,227 | ) | | (85,955 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Expenses |
4,347,985 | 2,125,402 | 16,769 | 6,490,156 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Investment Income (Loss) |
(502,883 | ) | (312,033 | ) | (16,769 | ) | (831,685 | ) | ||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: |
||||||||||||||||
Net realized gain (loss) from security transactions |
40,996,813 | 17,502,276 | 58,499,089 | |||||||||||||
Net realized foreign exchange gain (loss) |
(97,108 | ) | (204,814 | ) | (301,922 | ) | ||||||||||
Net change in unrealized foreign exchange gain (loss) |
13,939 | 24,882 | 38,821 | |||||||||||||
Net change in unrealized appreciation (depreciation) of investments |
15,852,342 | (665,886 | ) | 15,186,456 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
56,765,986 | 16,656,458 | 73,422,444 | |||||||||||||
|
|
|
|
|
|
|||||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 56,263,103 | $ | 16,344,425 | $ | 72,590,759 | ||||||||||
|
|
|
|
|
|
(a) | Reflects adjustment to the Target Fund contractual fee level. |
(b) | Reflects expected savings/increases based on current year budget. |
See Notes to Pro Forma Combining Financial Statements
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
SHARES
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
EQUITY SECURITIES98.0% |
||||||||||||||||
EUROPE50.8% |
||||||||||||||||
Germany - 13.6% |
||||||||||||||||
Aareal Bank AG |
52,013 | 25,134 | | 77,147 | ||||||||||||
Aurelius AG |
70,468 | 47,981 | | 118,449 | ||||||||||||
Continental AG |
| 5,589 | ||||||||||||||
Deutsche Annington Immobilien SE |
130,097 | 40,334 | | 170,431 | ||||||||||||
Dialog Semiconductor PLC** |
77,827 | | | 77,827 | ||||||||||||
DMG Mori Seiki AG |
72,463 | | | 72,463 | ||||||||||||
Drillisch AG |
97,158 | | | 97,158 | ||||||||||||
Gerry Weber International AG |
25,426 | | | 25,426 | ||||||||||||
Jungheinrich AG |
31,784 | | | 31,784 | ||||||||||||
Krones AG |
36,835 | | | 36,835 | ||||||||||||
KUKA AG |
64,174 | | | 64,174 | ||||||||||||
LEG Immobilien AG |
51,675 | | | 51,675 | ||||||||||||
MorphoSys AG** |
28,507 | 12,936 | | 41,443 | ||||||||||||
Nordex SE** |
167,269 | | | 167,269 | ||||||||||||
Symrise AG |
| 21,546 | | 21,546 | ||||||||||||
Wirecard AG |
57,105 | 33,868 | | 90,973 | ||||||||||||
United Kingdom 11.7% |
||||||||||||||||
Abengoa Yield PLC** |
50,100 | 17,065 | | 67,165 | ||||||||||||
Aberdeen Asset Management PLC |
| 79,149 | | 79,149 | ||||||||||||
AMEC PLC |
89,717 | | | 89,717 | ||||||||||||
Ashtead Group PLC |
204,014 | 143,773 | | 347,787 | ||||||||||||
ASOS PLC** |
| 13,529 | | 13,529 | ||||||||||||
Barratt Developments PLC |
200,946 | 55,187 | | 256,133 | ||||||||||||
Bodycote PLC |
185,734 | | | 185,734 | ||||||||||||
Britvic PLC |
396,398 | 96,364 | | 492,762 | ||||||||||||
Countrywide PLC |
| 132,869 | | 132,869 | ||||||||||||
Elementis PLC |
607,270 | | | 607,270 | ||||||||||||
Genel Energy PLC** |
| 99,813 | | 99,813 | ||||||||||||
Great Portland Estates PLC REIT |
256,235 | | | 256,235 | ||||||||||||
Halma PLC |
307,250 | 193,617 | | 500,867 | ||||||||||||
Hays PLC |
766,630 | | | 766,630 | ||||||||||||
Jazztel PLC** |
174,729 | 120,641 | | 295,370 | ||||||||||||
Ocado Group PLC** |
| 93,958 | | 93,958 | ||||||||||||
Pets at Home Group PLC** |
| 238,346 | | 238,346 | ||||||||||||
St. Jamess Place PLC |
| 85,620 | | 85,620 | ||||||||||||
Zoopla Property Group PLC** |
139,867 | | | 139,867 | ||||||||||||
Switzerland - 4.5% |
||||||||||||||||
Dufry AG** |
13,403 | | | 13,403 | ||||||||||||
Forbo Holding AG |
4,662 | | 4,662 | |||||||||||||
Georg Fischer AG |
3,170 | | | 3,170 | ||||||||||||
Roche Holding AG |
| 11,624 | 11,624 | |||||||||||||
Temenos Group AG |
95,189 | | | 95,189 | ||||||||||||
France - 4.2% |
||||||||||||||||
Eurofins Scientific |
| 6,418 | | 6,418 | ||||||||||||
JC Decaux SA |
| 29,049 | | 29,049 | ||||||||||||
Montupet |
34,066 | | | 34,066 | ||||||||||||
Numericable Group SA** |
37,673 | 8,960 | | 46,633 | ||||||||||||
Plastic Omnium SA |
66,520 | | | 66,520 | ||||||||||||
Safran SA |
| 17,486 | | 17,486 | ||||||||||||
Teleperformance |
61,975 | | | 61,975 | ||||||||||||
Denmark - 4.0% |
||||||||||||||||
Christian Hansen Holding AS |
| 27,508 | | 27,508 | ||||||||||||
Coloplast AS B |
| 10,008 | | 10,008 | ||||||||||||
GN Store Nord AS |
90,348 | 31,971 | | 122,319 | ||||||||||||
Matas AS** |
89,923 | 21,105 | | 111,028 | ||||||||||||
Pandora AS |
64,419 | 15,611 | | 80,030 | ||||||||||||
Italy - 2.8% |
||||||||||||||||
Anima Holding SpA** |
350,251 | | | 350,251 | ||||||||||||
Azimut Holding SpA |
| 41,229 | | 41,229 | ||||||||||||
Brembo SpA |
107,366 | 31,326 | | 138,692 | ||||||||||||
Intesa Sanpaolo SpA |
| 376,780 | | 376,780 | ||||||||||||
Moncler SpA |
| 53,052 | | 53,052 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
SHARES
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
Sweden - 2.6% |
||||||||||||||||
Assa Abloy AB B |
| 35,128 | | 35,128 | ||||||||||||
Hexpol AB |
34,743 | | | 34,743 | ||||||||||||
Husqvarna AB |
312,646 | | | 312,646 | ||||||||||||
Trelleborg AB |
111,655 | | | 111,655 | ||||||||||||
Luxembourg - 2.2% |
||||||||||||||||
Aperam** |
141,058 | | | 141,058 | ||||||||||||
GAGFAH SA** |
188,649 | | | 188,649 | ||||||||||||
Ireland - 1.8% |
||||||||||||||||
Eaton Corp. PLC |
| 15,989 | | 15,989 | ||||||||||||
Endo International PLC** |
| 27,100 | | 27,100 | ||||||||||||
Greencore Group PLC |
628,744 | | | 628,744 | ||||||||||||
Perrigo Co., PLC |
| 4,151 | | 4,151 | ||||||||||||
Netherlands - 1.0% |
||||||||||||||||
James Hardie Industries PLC |
| 62,503 | | 62,503 | ||||||||||||
LyondellBasell Industries NV A |
| 11,781 | | 11,781 | ||||||||||||
Sensata Technologies Holding NV** |
| 40,185 | | 40,185 | ||||||||||||
Spain - 0.9% |
||||||||||||||||
Gamesa Corp Tecnologica SA** |
251,669 | | | 251,669 | ||||||||||||
Finland - 0.7% |
||||||||||||||||
Outokumpu OYJ** |
248,539 | | | 248,539 | ||||||||||||
Norway - 0.6% |
||||||||||||||||
DNO ASA** |
171,128 | | | 171,128 | ||||||||||||
Opera Software ASA |
68,315 | 35,647 | | 103,962 | ||||||||||||
Belgium - 0.2% |
||||||||||||||||
Anheuser-Busch Inbev NV |
| 7,178 | | 7,178 | ||||||||||||
Total Europe |
||||||||||||||||
FAR EAST - 28.4% |
||||||||||||||||
Japan - 17.2% |
||||||||||||||||
Astellas Pharma, Inc. |
| 44,630 | | 44,630 | ||||||||||||
Calbee, Inc. |
111,600 | | | 111,600 | ||||||||||||
Dainippon Sumitomo Pharma Co., Ltd. |
| 49,554 | | 49,554 | ||||||||||||
Digital Garage, Inc. |
| 21,269 | | 21,269 | ||||||||||||
F@N Communications, Inc. |
| 57,919 | | 57,919 | ||||||||||||
Hoshizaki Electric Co., Ltd. |
50,576 | 15,538 | | 66,114 | ||||||||||||
Hulic Co., Ltd. |
| 142,091 | | 142,091 | ||||||||||||
Japan Aviation Electronics Industry, Ltd. |
114,919 | | | 114,919 | ||||||||||||
Kajima Corp. |
718,033 | | | 718,033 | ||||||||||||
Kanamoto Co., Ltd. |
64,657 | 40,239 | | 104,896 | ||||||||||||
Kose Corp. |
65,200 | | | 65,200 | ||||||||||||
M3, Inc. |
107,700 | 42,399 | | 150,099 | ||||||||||||
Mabuchi Motor Co., Ltd. |
32,928 | | | 32,928 | ||||||||||||
Minebea Co., Ltd. |
238,169 | | | 238,169 | ||||||||||||
Nifco, Inc. |
93,493 | | | 93,493 | ||||||||||||
Nihon M&A Center, Inc. |
106,802 | | | 106,802 | ||||||||||||
Nishimatsu Construction Co., Ltd. |
438,257 | | | 438,257 | ||||||||||||
Ono Pharmaceutical Co., Ltd. |
| 14,534 | | 14,534 | ||||||||||||
Pigeon Corp. |
55,900 | | | 55,900 | ||||||||||||
Softbank Corp. |
| 31,973 | | 31,973 | ||||||||||||
Tadano, Ltd. |
282,919 | | | 282,919 | ||||||||||||
Tokai Tokyo Financial Holdings, Inc. |
| 154,881 | | 154,881 | ||||||||||||
Topcon Corp. |
122,600 | | | 122,600 | ||||||||||||
Tsuruha Holdings, Inc. |
48,080 | | | 48,080 | ||||||||||||
Ulvac, Inc.** |
156,015 | | | 156,015 | ||||||||||||
Zenkoku Hosho Co., Ltd. |
102,600 | 46,268 | | 148,868 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
SHARES
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
China - 5.9% |
||||||||||||||||
21Vianet Group, Inc. ADR** |
| 58,121 | | 58,121 | ||||||||||||
AAC Technologies Holdings, Inc. |
251,000 | | | 251,000 | ||||||||||||
AIA Group, Ltd. |
| 395,439 | | 395,439 | ||||||||||||
Baidu, Inc. SP ADR** |
| 9,509 | | 9,509 | ||||||||||||
Haitong Securities Co., Ltd. H |
| 631,496 | | 631,496 | ||||||||||||
Melco Crown Entertainment, Ltd. ADR |
| 51,936 | | 51,936 | ||||||||||||
Michael Kors Holdings, Ltd.** |
| 19,006 | | 19,006 | ||||||||||||
New Oriental Education & Technology Group, Inc. SP ADR |
| 48,650 | | 48,650 | ||||||||||||
Qihoo 360 Technology Co., Ltd. ADR** |
| 18,169 | | 18,169 | ||||||||||||
Sands China, Ltd. |
| 308,130 | | 308,130 | ||||||||||||
Tencent Holdings, Ltd. |
| 240,210 | | 240,210 | ||||||||||||
Vipshop Holdings, Ltd. ADR** |
| 6,244 | | 6,244 | ||||||||||||
Australia - 1.2% |
||||||||||||||||
G8 Education, Ltd. |
1,060,956 | | | 1,060,956 | ||||||||||||
Philippines - 1.0% |
||||||||||||||||
Jollibee Foods Corp. |
432,240 | | | 432,240 | ||||||||||||
Puregold Price Club, Inc. |
| 979,804 | | 979,804 | ||||||||||||
Robinsons Retail Holdings, Inc. |
| 632,959 | | 632,959 | ||||||||||||
Indonesia - 0.7% |
||||||||||||||||
PT Matahari Department Store Tbk |
2,227,093 | | | 2,227,093 | ||||||||||||
South Korea - 0.7% |
||||||||||||||||
Cosmax, Inc.** |
27,500 | | | 27,500 | ||||||||||||
Taiwan - 0.7% |
||||||||||||||||
Eclat Textile Co., Ltd. |
109,000 | | | 109,000 | ||||||||||||
Ginko International Co., Ltd. |
| 60,350 | | 60,350 | ||||||||||||
Malaysia - 0.4% |
||||||||||||||||
Astro Malaysia Holdings BHD |
| 1,149,093 | | 1,149,093 | ||||||||||||
Singapore - 0.3% |
||||||||||||||||
Global Logistic Properties, Ltd. |
| 541,086 | | 541,086 | ||||||||||||
Cambodia - 0.3% |
||||||||||||||||
NagaCorp, Ltd. |
| 1,304,635 | | 1,304,635 | ||||||||||||
Total Far East |
||||||||||||||||
NORTH AMERICA - 14.8% |
||||||||||||||||
Canada - 14.0% |
||||||||||||||||
Aecon Group, Inc. |
104,754 | | | 104,754 | ||||||||||||
Air Canada** |
147,177 | | | 147,177 | ||||||||||||
Badger Daylighting, Ltd. |
124,551 | 34,818 | | 159,369 | ||||||||||||
Birchcliff Energy, Ltd.** |
| 43,337 | | 43,337 | ||||||||||||
Canadian Energy Services & Technology Corp. |
121,712 | | | 121,712 | ||||||||||||
Canadian Pacific Railway, Ltd. |
| 11,434 | | 11,434 | ||||||||||||
Canyon Services Group, Inc. |
183,999 | | | 183,999 | ||||||||||||
CCL Industries, Inc. B |
50,290 | | | 50,290 | ||||||||||||
DeeThree Exploration, Ltd.** |
120,569 | | | 120,569 | ||||||||||||
Intact Financial Corp. |
| 21,878 | | 21,878 | ||||||||||||
Interfor Corp.** |
88,517 | 84,810 | | 173,327 | ||||||||||||
Linamar Corp. |
98,370 | | | 98,370 | ||||||||||||
Methanex Corp. |
| 28,591 | | 28,591 | ||||||||||||
Pembina Pipeline Corp. |
| 48,862 | | 48,862 | ||||||||||||
PrairieSky Royalty, Ltd. |
52,871 | 32,351 | | 85,222 | ||||||||||||
Secure Energy Services, Inc. |
166,475 | | | 166,475 | ||||||||||||
Trinidad Drilling, Ltd. |
321,900 | 166,463 | | 488,363 | ||||||||||||
Valeant Pharmaceuticals International, Inc.** |
| 17,285 | | 17,285 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
SHARES
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
Mexico - 0.8% |
||||||||||||||||
Cemex SAB de CV SP ADR** |
| 44,273 | | 44,273 | ||||||||||||
Fibra Uno Administracion SA de CV REIT |
| 680,502 | | 680,502 | ||||||||||||
Total North America |
||||||||||||||||
SOUTH AMERICA - 3.1% |
||||||||||||||||
Brazil - 3.1% |
||||||||||||||||
Anhanguera Educacional Participacoes SA |
| 113,565 | | 113,565 | ||||||||||||
Estacio Participacoes SA |
189,341 | | | 189,341 | ||||||||||||
Gol Linhas Aereas Inteligentes SA ADR** |
412,659 | | | 412,659 | ||||||||||||
Kroton Educacional SA |
| 32,818 | | 32,818 | ||||||||||||
Lojas Renner SA |
83,400 | | | 83,400 | ||||||||||||
Qualicorp SA** |
172,000 | | | 172,000 | ||||||||||||
Total South America |
||||||||||||||||
MIDDLE EAST - 0.9% |
||||||||||||||||
Israel - 0.9% |
||||||||||||||||
CaesarStone Sdot-Yam, Ltd. |
| 33,452 | | 33,452 | ||||||||||||
Plus500, Ltd |
| 49,176 | | 49,176 | ||||||||||||
Teva Pharmaceutical Industries, Ltd. SP ADR |
| 22,806 | | 22,806 | ||||||||||||
Total Middle East |
||||||||||||||||
Total Equity Securities (Cost $319,264,648) |
||||||||||||||||
TOTAL INVESTMENTS (COST $319,264,648) - 98.0% |
||||||||||||||||
Other Assets in Excess of Liabilities - 2.0% |
||||||||||||||||
NET ASSETS - 100.0% |
**Non-income producing security
ADR American Depository Receipt
REIT Real Estate Investment Trust
SP ADR Sponsored American Depository Receipt
See Notes to Pro Forma Combining Financial Statements
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
MARKET VALUE
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
EQUITY SECURITIES - 98.0% |
||||||||||||||||
EUROPE - 50.8% |
||||||||||||||||
Germany - 13.6% |
||||||||||||||||
Aareal Bank AG |
2,397,313 | 1,158,442 | | 3,555,755 | ||||||||||||
Aurelius AG |
2,574,403 | 1,752,887 | | 4,327,290 | ||||||||||||
Continental AG |
| 1,294,508 | | 1,294,508 | ||||||||||||
Deutsche Annington Immobilien SE |
3,828,269 | 1,186,879 | | 5,015,148 | ||||||||||||
Dialog Semiconductor PLC** |
2,698,848 | | | 2,698,848 | ||||||||||||
DMG Mori Seiki AG |
2,523,256 | | | 2,523,256 | ||||||||||||
Drillisch AG |
3,871,420 | | | 3,871,420 | ||||||||||||
Gerry Weber International AG |
1,243,273 | | | 1,243,273 | ||||||||||||
Jungheinrich AG |
2,241,375 | | | 2,241,375 | ||||||||||||
Krones AG |
3,651,220 | | | 3,651,220 | ||||||||||||
KUKA AG |
3,885,765 | | | 3,885,765 | ||||||||||||
LEG Immobilien AG |
3,480,969 | | | 3,480,969 | ||||||||||||
MorphoSys AG** |
2,673,873 | 1,213,359 | | 3,887,232 | ||||||||||||
Nordex SE** |
3,717,343 | | | 3,717,343 | ||||||||||||
Symrise AG |
| 1,174,070 | | 1,174,070 | ||||||||||||
Wirecard AG |
2,465,453 | 1,462,218 | | 3,927,671 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
41,252,780 | 9,242,363 | | 50,495,143 | |||||||||||||
United Kingdom 11.7% |
||||||||||||||||
Abengoa Yield PLC** |
1,894,782 | 645,398 | | 2,540,180 | ||||||||||||
Aberdeen Asset Management PLC |
| 614,830 | | 614,830 | ||||||||||||
AMEC PLC |
1,865,522 | | | 1,865,522 | ||||||||||||
Ashtead Group PLC |
3,055,043 | 2,152,953 | | 5,207,996 | ||||||||||||
ASOS PLC** |
| 685,341 | | 685,341 | ||||||||||||
Barratt Developments PLC |
1,285,144 | 352,947 | | 1,638,091 | ||||||||||||
Bodycote PLC |
2,185,312 | | | 2,185,312 | ||||||||||||
Britvic PLC |
4,935,302 | 1,199,767 | | 6,135,069 | ||||||||||||
Countrywide PLC |
| 1,169,926 | | 1,169,926 | ||||||||||||
Elementis PLC |
2,705,237 | | | 2,705,237 | ||||||||||||
Genel Energy PLC** |
| 1,733,814 | | 1,733,814 | ||||||||||||
Great Portland Estates PLC REIT |
2,824,058 | | | 2,824,058 | ||||||||||||
Halma PLC |
3,099,738 | 1,953,334 | | 5,053,072 | ||||||||||||
Hays PLC |
1,916,837 | | | 1,916,837 | ||||||||||||
Jazztel PLC** |
2,488,267 | 1,718,015 | | 4,206,282 | ||||||||||||
Ocado Group PLC** |
| 597,046 | | 597,046 | ||||||||||||
Pets at Home Group PLC** |
| 836,202 | | 836,202 | ||||||||||||
St. Jamess Place PLC |
| 1,116,553 | | 1,116,553 | ||||||||||||
Zoopla Property Group PLC** |
551,741 | | | 551,741 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
28,806,983 | 14,776,126 | | 43,583,109 | |||||||||||||
Switzerland - 4.5% |
||||||||||||||||
Dufry AG** |
2,436,359 | | | 2,436,359 | ||||||||||||
Forbo Holding AG |
4,970,592 | | | 4,970,592 | ||||||||||||
Georg Fischer AG |
2,271,690 | | 2,271,690 | |||||||||||||
Roche Holding AG |
| 3,467,014 | | 3,467,014 | ||||||||||||
Temenos Group AG |
3,708,593 | | | 3,708,593 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
13,387,234 | 3,467,014 | | 16,854,248 | |||||||||||||
France - 4.2% |
||||||||||||||||
Eurofins Scientific |
| 1,973,823 | | 1,973,823 | ||||||||||||
JC Decaux SA |
| 1,083,918 | | 1,083,918 | ||||||||||||
Montupet |
2,902,817 | | | 2,902,817 | ||||||||||||
Numericable Group SA** |
2,243,976 | 533,698 | | 2,777,674 | ||||||||||||
Plastic Omnium SA |
2,088,599 | | | 2,088,599 | ||||||||||||
Safran SA |
| 1,144,863 | | 1,144,863 | ||||||||||||
Teleperformance |
3,798,016 | | | 3,798,016 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
11,033,408 | 4,736,302 | | 15,769,710 | |||||||||||||
Denmark - 4.0% |
||||||||||||||||
Christian Hansen Holding AS |
| 1,158,450 | | 1,158,450 | ||||||||||||
Coloplast AS B |
| 905,064 | | 905,064 | ||||||||||||
GN Store Nord AS |
2,588,554 | 915,999 | | 3,504,553 | ||||||||||||
Matas AS** |
2,551,604 | 598,864 | | 3,150,468 | ||||||||||||
Pandora AS |
4,939,518 | 1,197,020 | | 6,136,538 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
10,079,676 | 4,775,397 | | 14,855,073 | |||||||||||||
Italy - 2.8% |
||||||||||||||||
Anima Holding SpA** |
2,114,071 | | | 2,114,071 | ||||||||||||
Azimut Holding SpA |
| 1,062,481 | | 1,062,481 | ||||||||||||
Brembo SpA |
3,919,454 | 1,143,573 | | 5,063,027 | ||||||||||||
Intesa Sanpaolo SpA |
| 1,163,927 | | 1,163,927 | ||||||||||||
Moncler SpA |
| 879,720 | | 879,720 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
6,033,525 | 4,249,701 | | 10,283,226 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
MARKET VALUE
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
Sweden - 2.6% |
||||||||||||||||
Assa Abloy AB B |
| 1,787,537 | | 1,787,537 | ||||||||||||
Hexpol AB |
3,151,104 | | | 3,151,104 | ||||||||||||
Husqvarna AB |
2,430,867 | | | 2,430,867 | ||||||||||||
Trelleborg AB |
2,376,296 | | | 2,376,296 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
7,958,267 | 1,787,537 | | 9,745,804 | |||||||||||||
Luxembourg -2.2% |
||||||||||||||||
Aperam** |
4,761,166 | | | 4,761,166 | ||||||||||||
GAGFAH SA** |
3,434,326 | | | 3,434,326 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
8,195,492 | | | 8,195,492 | |||||||||||||
Ireland -1.8% |
||||||||||||||||
Eaton Corp. PLC |
| 1,234,031 | | 1,234,031 | ||||||||||||
Endo International PLC** |
| 1,897,542 | | 1,897,542 | ||||||||||||
Greencore Group PLC |
2,857,927 | | | 2,857,927 | ||||||||||||
Perrigo Co., PLC |
| 605,050 | | 605,050 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
2,857,927 | 3,736,623 | | 6,594,550 | |||||||||||||
Netherlands-1.0% |
||||||||||||||||
James Hardie Industries PLC |
| 815,692 | | 815,692 | ||||||||||||
LyondellBasell Industries NV A |
| 1,150,415 | | 1,150,415 | ||||||||||||
Sensata Technologies Holding NV** |
| 1,879,854 | | 1,879,854 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
| 3,845,961 | | 3,845,961 | |||||||||||||
Spain - 0.9% |
||||||||||||||||
Gamesa Corp Tecnologica SA** |
3,142,503 | | | 3,142,503 | ||||||||||||
Finland - 0.7% |
||||||||||||||||
Outokumpu OYJ** |
2,499,688 | | | 2,499,688 | ||||||||||||
Norway - 0.6% |
||||||||||||||||
DNO ASA** |
658,136 | | | 658,136 | ||||||||||||
Opera Software ASA |
911,037 | 475,382 | | 1,386,419 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,569,173 | 475,382 | | 2,044,555 | |||||||||||||
Belgium - 0.2% |
||||||||||||||||
Anheuser-Busch Inbev NV |
| 824,639 | | 824,639 | ||||||||||||
Total Europe |
136,816,656 | 51,917,045 | | 188,733,701 | ||||||||||||
FAR EAST - 28.4% |
||||||||||||||||
Japan - 17.2% |
||||||||||||||||
Astellas Pharma, Inc. |
| 586,373 | | 586,373 | ||||||||||||
Calbee, Inc. |
3,077,937 | | | 3,077,937 | ||||||||||||
Dainippon Sumitomo Pharma Co., Ltd. |
| 569,867 | | 569,867 | ||||||||||||
Digital Garage, Inc. |
| 348,937 | | 348,937 | ||||||||||||
F@N Communications, Inc. |
| 951,357 | | 951,357 | ||||||||||||
Hoshizaki Electric Co., Ltd. |
2,521,187 | 774,561 | | 3,295,748 | ||||||||||||
Hulic Co., Ltd. |
| 1,872,479 | | 1,872,479 | ||||||||||||
Japan Aviation Electronics Industry, Ltd. |
2,471,828 | | | 2,471,828 | ||||||||||||
Kajima Corp. |
3,175,350 | | | 3,175,350 | ||||||||||||
Kanamoto Co., Ltd. |
2,575,302 | 1,602,728 | | 4,178,030 | ||||||||||||
Kose Corp. |
2,490,736 | | | 2,490,736 | ||||||||||||
M3, Inc. |
1,713,759 | 674,667 | | 2,388,426 | ||||||||||||
Mabuchi Motor Co., Ltd. |
2,496,294 | | | 2,496,294 | ||||||||||||
Minebea Co., Ltd. |
2,675,449 | | | 2,675,449 | ||||||||||||
Nifco, Inc. |
3,119,356 | | | 3,119,356 | ||||||||||||
Nihon M&A Center, Inc. |
3,048,925 | | | 3,048,925 | ||||||||||||
Nishimatsu Construction Co., Ltd. |
1,864,555 | | | 1,864,555 | ||||||||||||
Ono Pharmaceutical Co., Ltd. |
| 1,279,732 | | 1,279,732 | ||||||||||||
Pigeon Corp. |
2,946,607 | | | 2,946,607 | ||||||||||||
Softbank Corp. |
| 2,380,656 | | 2,380,656 | ||||||||||||
Tadano, Ltd. |
4,705,775 | | | 4,705,775 | ||||||||||||
Tokai Tokyo Financial Holdings, Inc. |
| 1,204,740 | | 1,204,740 | ||||||||||||
Topcon Corp. |
2,831,884 | | | 2,831,884 | ||||||||||||
Tsuruha Holdings, Inc. |
2,653,050 | | | 2,653,050 | ||||||||||||
Ulvac, Inc.** |
3,321,893 | | | 3,321,893 | ||||||||||||
Zenkoku Hosho Co., Ltd. |
2,791,230 | 1,258,720 | | 4,049,950 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
50,481,117 | 13,504,817 | | 63,985,934 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
MARKET VALUE
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
China - 5.9% |
||||||||||||||||
21Vianet Group, Inc. ADR** |
| 1,741,886 | | 1,741,886 | ||||||||||||
AAC Technologies Holdings, Inc. |
1,633,845 | | | 1,633,845 | ||||||||||||
AIA Group, Ltd. |
| 1,987,297 | | 1,987,297 | ||||||||||||
Baidu, Inc. SP ADR** |
| 1,776,376 | | 1,776,376 | ||||||||||||
Haitong Securities Co., Ltd. H |
| 979,379 | | 979,379 | ||||||||||||
Melco Crown Entertainment, Ltd. ADR |
| 1,854,635 | | 1,854,635 | ||||||||||||
Michael Kors Holdings, Ltd.** |
| 1,684,882 | | 1,684,882 | ||||||||||||
New Oriental Education & Technology Group, Inc. SP ADR |
| 1,292,631 | | 1,292,631 | ||||||||||||
Qihoo 360 Technology Co., Ltd. ADR** |
| 1,672,275 | | 1,672,275 | ||||||||||||
Sands China, Ltd. |
| 2,327,752 | | 2,327,752 | ||||||||||||
Tencent Holdings, Ltd. |
| 3,663,401 | | 3,663,401 | ||||||||||||
Vipshop Holdings, Ltd. ADR** |
| 1,172,249 | | 1,172,249 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,633,845 | 20,152,763 | | 21,786,608 | |||||||||||||
Australia - 1.2% |
||||||||||||||||
G8 Education, Ltd. |
4,601,978 | | | 4,601,978 | ||||||||||||
Philippines - 1.0% |
||||||||||||||||
Jollibee Foods Corp. |
1,742,823 | | | 1,742,823 | ||||||||||||
Puregold Price Club, Inc. |
| 974,192 | | 974,192 | ||||||||||||
Robinsons Retail Holdings, Inc. |
| 1,057,832 | | 1,057,832 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,742,823 | 2,032,024 | | 3,774,847 | |||||||||||||
Indonesia - 0.7% |
||||||||||||||||
PT Matahari Department Store Tbk |
2,592,483 | | | 2,592,483 | ||||||||||||
South Korea - 0.7% |
||||||||||||||||
Cosmax, Inc.** |
2,587,468 | | | 2,587,468 | ||||||||||||
Taiwan - 0.7% |
||||||||||||||||
Eclat Textile Co., Ltd. |
1,321,522 | | | 1,321,522 | ||||||||||||
Ginko International Co., Ltd. |
| 1,044,978 | | 1,044,978 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,321,522 | 1,044,978 | | 2,366,500 | |||||||||||||
Malaysia - 0.4% |
||||||||||||||||
Astro Malaysia Holdings BHD |
| 1,256,094 | | 1,256,094 | ||||||||||||
Singapore - 0.3% |
||||||||||||||||
Global Logistic Properties, Ltd. |
| 1,171,651 | | 1,171,651 | ||||||||||||
Cambodia - 0.3% |
||||||||||||||||
NagaCorp, Ltd. |
| 1,149,703 | | 1,149,703 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Far East |
64,961,236 | 40,312,030 | | 105,273,266 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NORTH AMERICA - 14.8% |
||||||||||||||||
Canada - 14.0% |
||||||||||||||||
Aecon Group, Inc. |
1,664,009 | | | 1,664,009 | ||||||||||||
Air Canada** |
1,314,462 | | | 1,314,462 | ||||||||||||
Badger Daylighting, Ltd. |
4,102,870 | 1,146,950 | | 5,249,820 | ||||||||||||
Birchcliff Energy, Ltd.** |
| 572,655 | | 572,655 | ||||||||||||
Canadian Energy Services & Technology Corp. |
3,812,019 | | | 3,812,019 | ||||||||||||
Canadian Pacific Railway, Ltd. |
| 2,071,155 | | 2,071,155 | ||||||||||||
Canyon Services Group, Inc. |
3,259,061 | | | 3,259,061 | ||||||||||||
CCL Industries, Inc. B |
4,842,601 | | | 4,842,601 | ||||||||||||
DeeThree Exploration, Ltd.** |
1,288,118 | | | 1,288,118 | ||||||||||||
Intact Financial Corp. |
| 1,508,630 | | 1,508,630 | ||||||||||||
Interfor Corp.** |
1,233,539 | 1,181,880 | | 2,415,419 | ||||||||||||
Linamar Corp. |
5,803,281 | | | 5,803,281 | ||||||||||||
Methanex Corp. |
| 1,766,352 | | 1,766,352 | ||||||||||||
Pembina Pipeline Corp. |
| 2,102,296 | | 2,102,296 | ||||||||||||
PrairieSky Royalty, Ltd. |
1,922,492 | 1,176,345 | | 3,098,837 | ||||||||||||
Secure Energy Services, Inc. |
3,658,534 | | | 3,658,534 | ||||||||||||
Trinidad Drilling, Ltd. |
3,653,258 | 1,889,196 | | 5,542,454 | ||||||||||||
Valeant Pharmaceuticals International, Inc.** |
| 2,185,875 | | 2,185,875 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
36,554,244 | 15,601,334 | | 52,155,578 |
Driehaus International Small Cap Growth Fund
Driehaus International Discovery Fund
Pro Forma Combining Schedule of Investments
June 30, 2014
(unaudited)
MARKET VALUE
Description |
Driehaus International Small Cap Growth Fund |
Driehaus International Discovery Fund |
Pro Forma Adjustments |
Pro Forma Combined (Note 1) |
||||||||||||
Mexico - 0.8% |
||||||||||||||||
Cemex SAB de CV SP ADR** |
| 585,732 | | 585,732 | ||||||||||||
Fibra Uno Administracion SA de CV REIT |
| 2,386,098 | | 2,386,098 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
| 2,971,830 | | 2,971,830 | |||||||||||||
Total North America |
36,554,244 | 18,573,164 | | 55,127,408 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
SOUTH AMERICA - 3.1% |
||||||||||||||||
Brazil - 3.1% |
||||||||||||||||
Anhanguera Educacional Participacoes SA |
| 945,219 | | 945,219 | ||||||||||||
Estacio Participacoes SA |
2,496,268 | | | 2,496,268 | ||||||||||||
Gol Linhas Aereas Inteligentes SA ADR** |
2,261,371 | | | 2,261,371 | ||||||||||||
Kroton Educacional SA |
| 922,229 | | 922,229 | ||||||||||||
Lojas Renner SA |
2,673,179 | | | 2,673,179 | ||||||||||||
Qualicorp SA** |
2,033,326 | | | 2,033,326 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
9,464,144 | 1,867,448 | | 11,331,592 | |||||||||||||
Total South America |
9,464,144 | 1,867,448 | | 11,331,592 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
MIDDLE EAST0.9% |
||||||||||||||||
Israel0.9% |
||||||||||||||||
CaesarStone Sdot-Yam, Ltd. |
| 1,641,824 | | 1,641,824 | ||||||||||||
Plus500, Ltd |
| 385,660 | | 385,660 | ||||||||||||
Teva Pharmaceutical Industries, Ltd. SP ADR |
| 1,195,491 | | 1,195,491 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
| 3,222,975 | | 3,222,975 | |||||||||||||
Total Middle East |
| 3,222,975 | | 3,222,975 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Equity Securities (Cost $319,264,648) |
247,796,280 | 115,892,662 | | 363,688,942 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
TOTAL INVESTMENTS (COST $319,264,648) 98.0% |
$ | 247,796,280 | $ | 115,892,662 | $ | | $ | 363,688,942 | ||||||||
Other Assets in Excess of Liabilities 2.0% |
4,833,132 | 2,685,734 | | 7,518,866 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET ASSETS 100.0% |
$ | 252,629,412 | $ | 118,578,396 | $ | | $ | 371,207,808 | ||||||||
|
|
|
|
|
|
|
|
**Non-income producing security
ADR American Depository Receipt
REIT Real Estate Investment Trust
SP ADR Sponsored American Depository Receipt
See Notes to Pro Forma Combining Financial Statements
DRIEHAUS INTERNATIONAL SMALL CAP GROWTH FUND
DRIEHAUS INTERNATIONAL DISCOVERY FUND
NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS
JUNE 30, 2014
(UNAUDITED)
1. BASIS OF COMBINATION
The Driehaus Mutual Funds (the Trust) is a registered management investment company, organized as a Delaware statutory trust. As of June 30, 2014, the Trust offered ten separate series. The unaudited Pro Forma Combining Schedule of Investments and the unaudited Pro Forma Statement of Assets and Liabilities assume the exchange described in the next paragraph occurred as of June 30, 2014 and the unaudited Pro Forma Combining Statement of Operations assumes the exchange occurred as of July 1, 2013. These statements have been derived from books and records utilized in calculating the net asset value of each fund at June 30, 2014 and for the year then ended.
The pro forma statements give effect to the proposed transfer of substantially all of the assets and stated liabilities of the Driehaus International Discovery Fund (the Target Fund) in exchange for shares of the Driehaus International Small Cap Growth Fund (the Acquiring Fund and, together with the Target Fund, the Funds). Under generally accepted accounting principles, the historical cost of investment securities will be carried forward to the surviving entity and the results of operations of the Target Fund for pre-combination periods will not be restated. The pro forma statements do not reflect the expenses of any Fund in carrying out its obligations under the Agreement and Plan of Reorganization.
The unaudited Pro Forma Combining Financial Statements should be read in conjunction with the historical financial statements of the Funds incorporated by reference in the Statement of Additional Information.
For the year ended June 30, 2014, the Driehaus International Small Cap Growth Funds investment advisory fee was computed based on the annual rate of 1.50% of its average daily net assets.
2. SECURITIES VALUATION AND TRANSACTIONS
Equity securities and exchange-traded options are valued at the last sale price as of the close of the primary exchange or other designated time. In addition, if quotations are not readily available, if the values have been materially affected by events occurring after the closing of a foreign market, or if there has been a movement in the United States market that exceeds a certain threshold, assets may be valued at fair value as determined in good faith by or under the direction of the Trusts Board of Trustees. Events that may materially affect asset values that could cause a fair value determination include, but are not limited to: corporate announcements relating to a specific security; natural and other disasters which may impact an entire market or region; and political and other events which may be global or impact a particular country or region. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. To the extent utilized, securities would be considered level 2 in the hierarchy described below. Substantially all transfers between level 1 and level 2 relate to the use of these procedures.
Each Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows:
Level 1 quoted prices in active markets for identical securities
Level 2 significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The summary of the Funds investments that are measured at fair value by level within the fair value hierarchy as of June 30, 2014 is as follows:
Fund |
Total Value at June 30, 2014 |
Level 1 Quoted Price |
Level
2 Significant Observable Inputs |
Level
3 Significant Unobservable Inputs |
||||||||
Driehaus International Discovery Fund |
| |||||||||||
Investments in Securities* |
$115,892,662 | $115,892,662 | $ | | $ | | ||||||
|
|
|
|
|
|
|||||||
Driehaus International Small Cap Growth Fund |
| |||||||||||
Investments in Securities* |
$247,796,280 | $247,796,280 | $ | | $ | | ||||||
|
|
|
|
|
|
* | See Schedule of Investments for industry and/or country breakout. |
Transfers between levels, if any, are recognized as of the last day in the fiscal quarter of the period in which the event or change in circumstances that caused the reclassification occurred. The Funds used observable inputs in their valuation methodologies whenever they were available and deemed reliable.
When fair value pricing is employed, the prices of securities used by a Fund to calculate its net asset value may differ from closing prices for the same securities, which means that a Fund may value those securities higher or lower than another fund that does not employ fair value. In addition, the fair value price may differ materially from the value a Fund may ultimately realize.
Securities transactions are accounted for on trade date. The cost of investments sold is determined by the use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis. Dividend income, net of non-reclaimable foreign taxes withheld, is recorded on the ex-dividend date or as soon as the information is available. Income and expenses are accrued daily.
3. CAPITAL SHARES
The pro forma net asset value per share assumes the issuance of additional shares of the Driehaus International Small Cap Growth Fund that would have been issued at June 30, 2014 in connection with the proposed reorganization. The pro forma number of shares outstanding consists of shares assumed issued in the reorganization plus shares of the Driehaus International Small Cap Growth Fund at June 30, 2014.
4. PRO FORMA ADJUSTMENTS AND PRO FORMA COMBINED COLUMNS
The pro forma adjustments and pro forma combined columns of the statement of operations reflect the adjustments necessary to show expenses at the rates which would have been in effect if the Driehaus International Discovery Fund was included in the Driehaus International Small Cap Growth Fund for the period July 1, 2013 to June 30, 2014. Investment advisory and administration fees in the pro forma combined column are calculated at the rates in effect for the Driehaus International Small Cap Growth Fund based upon the combined net assets of the Driehaus International Discovery Fund and Driehaus International Small Cap Growth Fund.
The pro forma Statement of Assets and Liabilities and Schedule of Investments give effect to the proposed transfer of such assets as if the reorganization had occurred at June 30, 2014.
5. COSTS OF REORGANIZATION
Reorganization expenses incurred by the Funds will be paid by Driehaus Capital Management LLC. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the Registration Statement and other Proxy Materials; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; and (g) other related administrative or operational costs. Driehaus Capital Management LLC will also pay any explicit transaction costs related to the Target Funds sale of portfolio holdings that are required in order to comply with the Acquiring Funds investment policy, under normal market conditions, to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies at the time of investment.
6. FEDERAL INCOME TAXES
No provision is made for Federal income taxes since each Fund has elected to be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code and has made and declared all the required distributions to its shareholders in amounts sufficient to relieve the Fund from all or substantially all Federal income and excise taxes under provisions of current Federal tax law.
Each Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ending 2013, 2012, 2011 and 2010 remain open to Federal and state audit. As of June 30, 2014, management has evaluated the application of these standards to each Fund, and has determined that no provision for income tax is required in each Funds financial statements for uncertain tax provisions. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Funds did not incur any interest or penalties. The Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes are provided for based on the Funds understanding of the tax rules and regulations that exist in the foreign markets in which they invest.
The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. generally accepted accounting principles.
For the year ended December 31, 2013, reclassifications were recorded to undistributed net investment income, undistributed net realized gain and paid-in capital for any permanent tax differences. These reclassifications relate primarily to foreign currency losses, sales of passive foreign investment companies, net operating losses and capital loss carryforwards expiring. Results of operations and net assets were not affected by these reclassifications.
For Federal income tax purposes, capital loss carryforwards represent net capital losses of a Fund that may be carried forward for a maximum period of eight years and applied against future net realized gains. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 was enacted to modernize several of the Federal income and excise tax provisions related to regulated investment companies. Under pre-enactment law, capital losses could be carried forward for up to eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. New net capital losses (those earned in taxable years beginning after December 22, 2010) may be carried forward indefinitely and must retain the character of the original loss. Such new net capital losses generally must be used by a regulated investment company before it uses any net capital losses incurred in taxable years beginning on or before December 22, 2010. This increases the likelihood that net capital losses incurred in taxable years beginning on or before December 22, 2010 will expire unused. The following table shows the expiration dates for capital loss carryover from pre-enactment taxable years and the amounts of capital loss carryover, if any, for the Funds as of December 31, 2013.
Pre-Enactment | Post-Enactment | |||||||||||||||||||
Net Capital Loss Carryover Expiring In |
Unlimited Period of Net Capital Loss Carryover |
|||||||||||||||||||
Fund |
2016 | 2017 | Short-Term | Long-Term | Accumulated Capital Loss Carryover |
|||||||||||||||
Driehaus International Discovery Fund |
$ | 119,874,502 | $ | 109,113,076 | $ | | $ | | $ | 228,987,578 |
For the year ended December 31, 2013, the Driehaus International Discovery Fund utilized $32,972,648 of capital loss carryforwards.
The Driehaus International Discovery Fund will distribute all of its ordinary income and capital gains, if any, prior to the Funds merging.
DRIEHAUS MUTUAL FUNDS
Driehaus International Discovery Fund (the Fund)
SUPPLEMENT DATED OCTOBER 23, 2014
TO THE SUMMARY PROSPECTUS FOR THE FUND DATED APRIL 30, 2014, AS
SUPPLEMENTED SEPTEMBER 12, 2014,
THE PROSPECTUS FOR THE FUND DATED APRIL 30, 2014, AS
SUPPLEMENTED JUNE 9, 2014 AND SEPTEMBER 12, 2014 AND
THE STATEMENT OF ADDITIONAL INFORMATION FOR THE FUND DATED
APRIL 30, 2014, AS SUPPLEMENTED JUNE 9, 2014
On October 23, 2014, the Board of Trustees of Driehaus Mutual Funds approved an Agreement and Plan of Reorganization (the Plan) providing for the transfer of all of the assets and liabilities of the Fund to the Driehaus International Small Cap Growth Fund solely in exchange for shares of the Driehaus International Small Cap Growth Fund. The Plan requires approval by a majority of the shareholders of the Fund, and will be submitted to shareholders for their consideration at a meeting to be held in February, 2015. To assist shareholders in considering the Plan, shareholders will receive a proxy statement/prospectus that describes the reorganization, which is intended to be tax-free. If approved by shareholders, the reorganization is expected to be completed by the end of the first quarter of 2015. As a result, the Fund will be closed to new investors as of November 3, 2014.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
DRIEHAUS MUTUAL FUNDS
(The Trust)
Driehaus Global Growth Fund *DRGGX
Driehaus International Discovery Fund *DRIDX
(each a Fund and collectively, the Funds)
SUPPLEMENT DATED SEPTEMBER 12, 2014
TO THE PROSPECTUS FOR THE FUNDS DATED APRIL 30, 2014, AS AMENDED
JUNE 9, 2014 (PROSPECTUS) AND TO THE STATEMENT OF ADDITIONAL
INFORMATION FOR THE FUNDS DATED APRIL 30, 2014, AS AMENDED JUNE 9, 2014 (SAI)
Driehaus Global Growth Fund
The Board of Trustees of the Trust (the Board) has determined to terminate and liquidate the Driehaus Global Growth Fund (the Global Growth Fund). Effective as of the close of business on October 13, 2014, the Global Growth Fund will close and will not accept any purchase orders. As of October 20, 2014, the Global Growth Fund will begin the process of liquidating its portfolio securities and shareholders should be aware that the Global Growth Fund will not be pursuing its stated investment objective or engaging in any business activities except for the purpose of winding up its affairs. Shareholders who do not sell their shares of the Global Growth Fund before the effective date under the Plan of Termination and Liquidation, currently expected to be October 20, 2014, will not be able to do so after that date and will receive a liquidating distribution in cash equal to the amount of the net asset value of their shares on the liquidation date. Thereafter, the Global Growth Fund will be liquidated and dissolved, and all references to the Global Growth Fund herein shall be removed.
Driehaus Global Growth Fund and Driehaus International Discovery Fund
Effective September 4, 2014, Sebastien Pigeon no longer serves as the assistant portfolio manager of each Fund. Effective September 12, 2014, Dan Rea no longer serves as the portfolio manager of each Fund and Joshua Rubin (formerly assistant portfolio manager of each Fund) serves as portfolio manager of each Fund. Accordingly, the following information replaces the existing disclosure under Portfolio Management on pages 4 and 22 of the Prospectus:
Portfolio Manager
|
Joshua Rubin |
Portfolio Manager of DCM |
Portfolio Manager of the Fund since 9/14 |
The following information replaces the portfolio manager disclosure in the Management of the Funds section under the Driehaus International Discovery Fund heading on pages 44 and 45 and under the Driehaus Global Growth Fund heading on page 47:
Portfolio Manager. The Fund is managed by Joshua Rubin. Prior to assuming sole portfolio manager responsibilities on September 12, 2014, Mr. Rubin served as an assistant portfolio manager of the Fund since May 1, 2013. Mr. Rubin has responsibility for making investment decisions on behalf of the Fund.
Mr. Rubin earned a B.S.F.S. in International Politics from Georgetown University. Prior to joining the Adviser in 2012, Mr. Rubin was a portfolio manager for Marsico Capital Management where he co-managed an emerging markets mutual fund. He also served as an emerging markets senior analyst, leading the global energy, industrials and materials research efforts for Marsicos six other funds. Prior to this role, Mr. Rubin was an analyst at the investment bank George K. Baum & Company.
All references to Mr. Rea and Mr. Pigeon are removed from the SAI and all references to Mr. Rubin as assistant portfolio manager are replaced with references to Mr. Rubin as portfolio manager.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
DRIEHAUS MUTUAL FUNDS
(The Trust)
Driehaus Mid Cap Growth Fund
SUPPLEMENT DATED JUNE 9, 2014
TO PROSPECTUS, SUMMARY PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 2014
IMPORTANT NOTICE
The Board of Trustees of the Trust (the Board) has determined to terminate and liquidate the Driehaus Mid Cap Growth Fund (the Fund). Effective as of the close of business on July 11, 2014, the Fund is closed and will not accept any purchase orders. As of July 31, 2014, the Fund will begin the process of liquidating its portfolio securities and shareholders should be aware that the Fund will not be pursuing its stated investment objective or engaging in any business activities except for the purpose of winding up its affairs. Shareholders who do not sell their shares of the Fund before the effective date under the Plan of Termination and Liquidation, currently expected to be July 31, 2014, will receive a liquidating distribution in cash equal to the amount of the net asset value of their shares. Thereafter, the Fund will be liquidated and dissolved, and all references to the Fund herein shall be removed.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
For more information, please call the Driehaus Mutual Funds at (800) 560-6111.
Statement of Additional Information Dated April 30, 2014
DRIEHAUS MUTUAL FUNDS
25 East Erie Street
Chicago, Illinois 60611
1-800-560-6111
DRIEHAUS INTERNATIONAL DISCOVERY FUND *DRIDX
DRIEHAUS EMERGING MARKETS GROWTH FUND *DREGX
DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND *DRESX
DRIEHAUS INTERNATIONAL SMALL CAP GROWTH FUND *DRIOX
DRIEHAUS GLOBAL GROWTH FUND *DRGGX
DRIEHAUS MID CAP GROWTH FUND *DRMGX
DRIEHAUS MICRO CAP GROWTH FUND *DMCRX
(the Funds)
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 April 30, 2014 and any supplements thereto (Prospectus). The Prospectus may be obtained at no charge by calling 1-800-560-6111.
Page | ||||
2 | ||||
2 | ||||
13 | ||||
15 | ||||
16 | ||||
17 | ||||
19 | ||||
25 | ||||
26 | ||||
27 | ||||
27 | ||||
29 | ||||
30 | ||||
37 | ||||
38 | ||||
38 | ||||
39 | ||||
39 | ||||
39 | ||||
39 | ||||
41 | ||||
A-1 |
The financial statements for the Funds appearing in the combined Annual Report to Shareholders for the fiscal year ended December 31, 2013 have been audited by Ernst & Young LLP, 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 Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Global Growth Fund, Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund (individually, a Fund and collectively, the Funds) are each a nondiversified 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 and restated as of June 6, 2013, and as of the date of this SAI has ten series, including the Funds. 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 International Opportunities Fund, L.P., the Driehaus International Small Cap Growth Fund commenced operations on September 17, 2007. The Driehaus Global Growth Fund commenced operations on May 1, 2008. After succeeding to the assets of the Driehaus Institutional Mid Cap, L.P. and the Driehaus Mid Cap Investors, L.P., the Driehaus Mid Cap Growth Fund commenced operations on April 27, 2009. After succeeding to the assets of the Driehaus Emerging Markets Small Cap Growth Fund, L.P., the Driehaus Emerging Markets Small Cap Growth Fund commenced operations on August 22, 2011. After succeeding to the assets of the Driehaus Micro Cap Fund, L.P. and the Driehaus Institutional Micro Cap Fund, L.P., the Driehaus Micro Cap Growth Fund commenced operations on November 18, 2013.
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 Delaware 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
2
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.
Recent Market Events Risk
Over the past several years, the global financial crisis has caused a significant decline in the value and liquidity of many securities and unprecedented volatility in the markets.
Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure, their debts; and many other issuers have faced difficulties obtaining credit or refinancing existing obligations. These market conditions may continue, worsen or spread, including in the United States, Europe and elsewhere. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In response to the crisis, the U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks have taken steps to support financial markets, including by keeping interest rates low. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that such efforts are not succeeding could negatively affect financial markets generally as well as reduce the value and liquidity of certain securities.
Cyber Security Risk
Investment companies such as the Funds and their service providers may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber security attacks affecting a Fund or the Adviser, custodian, transfer agent and other third party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, impact a Funds ability to calculate its net asset value, cause the release of private shareholder information or confidential company information, impede trading, subject the Fund to regulatory fines or financial losses, and cause reputational damage. The Funds may also incur additional costs for cyber security risk management purposes. Similar types of cyber security risks are also present for issuers of securities in which the Funds may invest, which could result in material adverse consequences for such issuers, and may cause a Funds investment in such portfolio companies to lose value.
Foreign Securities
Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund and Driehaus Global Growth Fund invest 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. These Funds may also purchase foreign securities in the form of European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) or other securities representing underlying shares of foreign issuers. Additionally, the Funds, including Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund, may purchase foreign securities in the form of American Depositary Receipts (ADRs). 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
3
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, 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 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.
Forward currency transactions may involve currencies of the different countries in which the Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund and Driehaus Global Growth Fund 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
4
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 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. A Fund may invest in money market instruments denominated in foreign currencies. In addition to, or in lieu of, such direct investment, a 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
5
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 market conditions, the Driehaus International Discovery Fund will invest at least 65% of its total assets in at least three countries other than the United States, for the purposes of the policy that, under normal market conditions, the Driehaus Emerging Markets Growth Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in emerging markets companies, for the purposes of the policy that, under normal market conditions, the Driehaus Emerging Markets Small Cap Growth Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in small capitalization emerging markets companies or for the purposes of the policy that, under normal market conditions, the Driehaus International Small Cap Growth Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in non-U.S. small capitalization 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. Each 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. Each 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, each 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 each 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(s) in which the seller agrees to repurchase the 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(s) 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.
6
Short Sales
Each Fund 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.
The Driehaus Emerging Markets Small Cap Growth Fund may make short sales of securities to hedge its portfolio or a portion thereof or may do so speculatively for purposes of profiting from a decline in the market value of a security. A short sale is a transaction in which a fund sells a security it does not own in anticipation that the market price of that security will decline.
When the Driehaus Emerging Markets Small Cap Growth Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. In connection with short sales of securities, the Driehaus Emerging Markets Small Cap Growth Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay any dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time that the Driehaus Emerging Markets Small Cap Growth Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged. In addition, unlike taking a long position in a security, where potential losses are limited to the purchase price, short sales have no cap on maximum losses.
To the extent that the Driehaus Emerging Markets Small Cap Growth Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until the Fund replaces the borrowed security. The Driehaus Emerging Markets Small Cap Growth Fund will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent the Driehaus Emerging Markets Small Cap Growth Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so if permitted by the laws and regulations of such jurisdiction.
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
7
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).
Rising Interest Rate Risk
There may be less governmental intervention in the securities markets in the near future. If so, it could cause an increase in interest rates, which would have a negative impact on fixed income securities and could negatively affect a Funds net asset value.
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 non exchange-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 may depend on the Advisers ability to correctly forecast 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. If the Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, the Funds could be exposed to the risk of loss. No assurance can be given that any strategy used will succeed. In addition, correlations in the performance of an underlying asset to a derivative may not be well established. 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. 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. If a Fund buys such derivative instruments, it is 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
8
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 the Funds 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.
As a result of the Dodd-Frank Act, certain swap agreements may be cleared through a clearinghouse and traded on an exchange or swap execution facility. New regulations could, among other things, increase the costs of such transactions, affect the ability of a Fund to enter into swap agreements or limit the ability of a Fund to terminate existing swap agreements or to realize amounts to be received under such agreements. The Adviser will continue to monitor developments in this area, particularly to the extent regulatory changes affect a Funds ability to enter into swap agreements.
To the extent the Funds use interest rate, currency and index swaps, they intend to use them 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 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
9
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 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
10
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 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 may depend 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.
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. |
11
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 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
12
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.
A notice of eligibility for exclusion from the definition of the term commodity pool operator has been filed with the National Futures Association with respect to each Fund. On February 9, 2012, the Commodity Futures Trading Commission (CFTC) adopted amendments to its rules that became effective on December 31, 2012. The Funds intend to limit their use of futures and options on futures or commodities or engage in swap transactions so as to remain eligible for the exclusion. If a Fund were no longer able to claim the exclusion, the Adviser would be required to register as a commodity pool operator, and the Adviser would be subject to regulation under the Commodity Exchange Act.
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; |
(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; |
(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; |
(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 |
2 | For purposes of this investment restriction, each Fund uses industry classifications contained in Morgan Stanley |
13
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. |
All swap agreements and other derivative instruments that were not classified as commodities or commodity contracts prior to July 21, 2010 are not deemed to be commodities or commodity contracts for purposes of restriction number 2 above. The deposit or payment by a Fund of initial, maintenance or variation margin in connection with all types of short sales, options and futures contact transactions is not considered to be borrowing for purposes of restriction number 4 above or the issuance of a senior security for purposes of restriction number 6 above.
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); |
(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) | except for the Driehaus Emerging Markets Small Cap Growth Fund, 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; |
(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; |
(6) | under normal market conditions, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of U.S. mid cap companies (Driehaus Mid Cap Growth Fund only); |
(7) | under normal market conditions, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of U.S. micro cap companies (Driehaus Micro Cap Growth Fund only); |
(8) | under normal market conditions, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in emerging markets companies (Driehaus Emerging Markets Growth Fund only); |
(9) | under normal market conditions, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of small capitalization emerging markets companies (Driehaus Emerging Markets Small Cap Growth Fund only); or |
Capital International and Standard & Poors Global Industry Classification Standard (GICS). To the extent that categorization in GICS is Miscellaneous or Other for an industry, the portfolio manager may change the GICS industry classification to a more appropriate or specific industry. |
14
(10) | under normal market conditions, invest less than 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of non-U.S. small capitalization companies (Driehaus International Small Cap Growth Fund only). |
Each applicable Fund will notify its shareholders at least 60 days prior to any change in the policies described in (6), (7), (8), (9) and (10) above.
For purposes of these investment restrictions, with the exception of the restriction on borrowing, subsequent changes in a Funds holdings as a result of changing market conditions or changes in the amount of the Funds total assets does not require a Fund to sell or dispose of an investment or to take any other action, except that 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. With respect to the investment restriction related to borrowing, a Fund may only borrow from banks and in the event that such asset coverage shall at any time fall below 33 1/3% of its total assets, the Fund shall, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 33 1/3% of its total assets.
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 or the duties owed by the Funds to their shareholders and (d) will not violate the antifraud provisions of the federal securities laws (Disclosure Conditions). 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.
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 unless the Disclosure Conditions are satisfied.
15
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. For example, in the normal course of business, in discussions about the Funds with current and prospective institutional shareholders and/or their advisors conducting due diligence about the Funds, the Adviser may occasionally and incidentally mention specific Portfolio Holdings that have not been previously disclosed. The Funds and the Adviser do not believe that these disclosures will disadvantage the Funds.
The Funds will post performance figures on their web site within seven business days after month-end. The Funds will post Portfolio Holdings, including top five holdings, on their web site 30 days after month-end. Sector and country weightings 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 web site posting and quarterly on Form N-Q or Form N-CSR. These filings are described below.
The Funds Portfolio Holdings posted on the web site 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 Chief Compliance Officer is responsible for monitoring compliance with the Funds pre-approval and disclosure restrictions. The Trusts Treasurer, Chief Legal Officer and Chief Compliance Officer, working with the Trusts counsel, are responsible for ensuring the accuracy and completeness of the Prospectus and SAI disclosure related to the Funds disclosure of portfolio holdings. 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 SEC within 60 days of quarter-end. The Portfolio Holdings are available on the Funds web site at www.driehaus.com within five business days after filing with the SEC and are available on the web site for at least six months from the posting date.
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 these holidays falls on a Saturday or Sunday, the NYSE will be closed on the preceding Friday or the following Monday, respectively.
16
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 for federal income tax purposes 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.
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 Board of Trustees, 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.
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 direction of the Board. The Funds use an independent pricing service to provide fair value
17
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 at amortized cost. 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.
18
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 series of the Trust and to provide oversight of the management of the Trust. More than 75 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, which as of the date of this SAI consists of ten series, including the Funds.
Name, Address and Year of Birth |
Position(s) Held with the Trust |
Term of Office and Length of Time Served |
Principal Occupation(s) During the Past 5 Years |
Other Directorships Held by Trustee During the Past 5 Years | ||||
INTERESTED TRUSTEE:* |
||||||||
Richard H. Driehaus 25 East Erie Street Chicago, IL 60611
YOB: 1942 |
Trustee | Since 1996 | 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. President of the Trust from 1996-2011. | Driehaus Capital Holdings LLC; Driehaus Enterprise Management, Inc.; Driehaus Trust Company, LLC; The Richard H. Driehaus Foundation; and The Richard H. Driehaus Museum. | ||||
INDEPENDENT TRUSTEES: |
||||||||
A.R. Umans c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611
YOB: 1927 |
Trustee and Chairman | Since 1996 Since 2005 |
Chairman of the Board, Commerce National Group (private investment company) since 2005; Chairman of the Board and Chief Executive Officer, RHC/Spacemaster Corporation (manufacturing corporation) prior thereto. | Sinai Health System; Schwab Rehabilitation Hospital | ||||
Theodore J. Beck c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611
YOB: 1952 |
Trustee | Since 2012 | President and Chief Executive Officer, National Endowment for Financial Education, 2005 to present; Associate Dean for Executive Education and Corporate Relations and President for the Center for Advanced Studies in Business at the University of Wisconsin-Madison, 1999-2005. | Presidents Advisory Council on Financial Capability for Young Americans since 2014; Presidents Advisory Council on Financial Capability from 2010-2013; Federal Deposit Insurance Corporation Advisory Committee on Economic Inclusion since 2007; Jump$tart Coalition for Personal Financial Literacy since 2006, Chairman since 2012; Wisconsin Alumni Association Board from 2006-2012; Presidents Advisory Council on Financial Literacy from 2008-2010; Wilshire Variable Insurance Trust, 2008-2010; Wilshire Mutual Funds Inc., 2008-2010; Advisory Board of the Trust 2011-2012. |
19
Name, Address and Year of Birth |
Position(s) Held with the Trust |
Term of and Length Time Served |
Principal Occupation(s) During the Past 5 Years |
Other Directorships Held by Trustee During the Past 5 Years | ||||
INDEPENDENT TRUSTEES: |
||||||||
Francis J. Harmon c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611
YOB: 1942 |
Trustee | Since 1998 | Relationship Manager, Great Lakes Advisors, Inc. since February 2008; Principal Account Executive Labor Affairs, Blue Cross and Blue Shield of Illinois prior thereto. | None | ||||
Dawn M. Vroegop c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611
YOB: 1966 |
Trustee | Since 2012 | Private Investor since September 2003; Managing Director, Dresdner RCM Global Investors from September 1999 to September 2003. | Independent Trustee, Met Investors Series Trust since December 2000; Director, Metropolitan Series Fund, Inc. since May 2009; Director and Investment Committee Chair, City College of San Francisco Foundation since 2003; Advisory Board of the Trust 2011-2012. | ||||
Daniel F. Zemanek c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611
YOB: 1942 |
Trustee | Since 1996 | President of Ludan, Inc. (real estate services specializing in senior housing) since April 2008; Senior Vice President of Sunrise Development, Inc. (senior living) from 2003-2007; Consultant, real estate development prior thereto. | 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. |
20
The following table sets forth certain information with respect to the officers of the Trust.
Name, Address and Year of Birth |
Position(s) Held with the Trust |
Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Robert H. Gordon 25 East Erie Street Chicago, IL 60611 YOB: 1961 |
President | Since 2011 | President and Chief Executive Officer of Adviser, Distributor and USVI since October 2006; Senior Vice President of the Trust from 2006-2011. | |||
Michelle L. Cahoon 25 East Erie Street Chicago, IL 60611 YOB: 1966 |
Vice President and Treasurer | Since 2006
Since 2002 |
Managing Director, Treasurer and Chief Financial Officer of the Adviser and Distributor since 2012; Vice President, Treasurer and Chief Financial Officer of USVI since 2004; Vice President, Treasurer and Chief Financial Officer of the Adviser and Distributor from 2004-2012. | |||
Janet L. McWilliams 25 East Erie Street Chicago, IL 60611 YOB: 1970 |
Assistant Vice President and Chief Legal Officer | Since 2007
Since 2012 |
Managing Director, Secretary and General Counsel of the Adviser since 2012; Chief Compliance Officer of the Trust, Adviser and Distributor from 2006-2012. | |||
Michael R. Shoemaker 25 East Erie Street Chicago, IL 60611 YOB: 1981 |
Chief Compliance Officer and Assistant Vice President | Since 2012 | Assistant Vice President and Chief Compliance Officer of the Adviser and Distributor since 2012; Associate Chief Compliance Officer of the Adviser and Distributor from 2011-2012; Compliance Officer, Pacific Investment Management Company LLC and PIMCO Investments LLC from 2010-2011; Senior Compliance Analyst of the Adviser and Distributor from 2007-2010. | |||
Diane J. Drake 301 Bellevue Parkway Wilmington, DE 19809 YOB: 1967 |
Secretary | Since 2006 | Managing Director and Senior Counsel, BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc. (PNC), (financial services company)) since 2010; Vice President and Counsel, PNC from 2008-2010. | |||
Michael P. Kailus 25 East Erie Street Chicago, IL 60611 YOB: 1971 |
Assistant Secretary and Anti-Money Laundering Compliance Officer | Since 2010
Since 2011 |
Assistant Secretary of the Adviser, Distributor and USVI since 2010; Senior Attorney with the Adviser since 2010; Associate General Counsel of Superfund Group (formerly, Quadriga Group, a financial services company) from 2005-2010. | |||
William H. Wallace, III 301 Bellevue Parkway Wilmington, DE 19809 YOB: 1969 |
Assistant Secretary | Since 2008 | Vice President and Manager, BNY Mellon Investment Servicing (US) Inc. (formerly PNC, a financial services company) since 2010; Assistant Vice President and Manager, PNC from 2008-2010. |
Leadership Structure and Board of Trustees
The Board has general oversight responsibility with respect to the business and affairs of the Trust. The Board is responsible for overseeing the operations of the Funds in accordance with the provisions of the 1940 Act, other applicable laws and the Trusts Declaration of Trust. The Board is composed of five Trustees who are not affiliates of the Adviser (each an Independent Trustee and collectively, the
21
Independent Trustees) and one Interested Trustee. The Board has appointed an Independent Trustee to serve as Chairman of the Board. Generally, the Board acts by majority vote of all of the Trustees, including a majority vote of the Independent Trustees if required by applicable law. The Trusts day-to-day operations are managed by the Adviser and other service providers who have been approved by the Board. The Board meets periodically throughout the year to oversee the Trusts activities, review contractual arrangements with service providers, oversee compliance with regulatory requirements, and review performance. The Board has determined that its leadership structure is appropriate given the size of the Board, the experience of each Trustee with the Trust and the number and nature of funds (including the Funds) within the Trust.
The Trustees were selected to serve and continue on the Board based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Trustees and commitment to the interests of shareholders and with respect to the Independent Trustees, a demonstrated willingness to take an independent and questioning view of management. Each Trustee currently also has familiarity with the Funds, the Adviser and Distributor, and their operations, as well as the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company directors as a result of his or her prior service as a Trustee of the Trust or as an Advisory Board Member. In addition to those qualifications, the following is a brief summary of the specific experience, qualifications or skills that led to the conclusion, as of the date of this SAI, that each person identified below should serve as a Trustee for the Trust. References to the qualifications, attributes and skills of the Trustees are pursuant to requirements of the SEC, and do not constitute a holding out of the Board or any Trustee as having any special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof. As required by rules the SEC has adopted under the 1940 Act, the Trusts Independent Trustees select and nominate all candidates for Independent Trustee positions.
Richard H. Driehaus. Mr. Driehaus has served as Trustee of the Trust since 1996 and served as President of the Trust from 1996 to 2011. He is Chairman of the Board and founder of the Adviser, the Distributor and USVI. In addition to his business experience as a chief executive officer, Mr. Driehaus has managed investments for over 40 years and currently serves as Chief Investment Officer of the Adviser. He serves on the Boards of Driehaus Capital Holdings LLC, Driehaus Enterprise Management, Inc., Driehaus Trust Company, LLC, The Richard H. Driehaus Foundation and The Richard H. Driehaus Museum. Mr. Driehaus role as Chief Investment Officer is structured to be compatible with the information barriers that apply to his investment and trading activity under the code of ethics adopted by the Adviser, the Distributor and the Trust. As the CIO, Mr. Driehaus sets the Advisers equity investment philosophy and meets from time to time with the Advisers investment personnel to discuss the equity markets, implementation of the philosophy and macroeconomic views. However, he is prohibited on an on-going basis from engaging in stock-specific discussions with the investment personnel.
A.R. Umans. Mr. Umans has served as Trustee of the Trust since 1996 and Chairman of the Board since 2005. He has served as Chairman of the Board and Chief Executive Officer of Commerce National Group since 2005 and previously served as the Chairman and Chief Executive Officer of RHC/Spacemaster Corporation, a manufacturing corporation. He also serves on the Boards of Sinai Health System and Schwab Rehabilitation Hospital, and has previously served in various capacities in connection with his Board service for Sinai Health System, including Chairman of the Board and Chair of the Finance Committee, which had responsibility for financial oversight. The Board of the Trust has determined that Mr. Umans is qualified as an audit committee financial expert as defined by the SEC.
Theodore J. Beck. Mr. Beck has served as Trustee of the Trust since 2012 and served as an Advisory Board member from 2011 to 2012. He currently is President and Chief Executive Officer of National Endowment for Financial Education. From 1999 to 2005, Mr. Beck was Associate Dean for Executive
22
Education and Corporate Relations and President for the Center for Advanced Studies in Business at the University of Wisconsin Madison, and previously spent more than 20 years in senior management positions for Citibank/Citigroup. He also serves or has served on the Boards of the Presidents Advisory Council on Financial Capability for Young Americans, Presidents Advisory Council on Financial Capability, Federal Deposit Insurance Corporation Advisory Committee on Economic Inclusion and Jump$tart Coalition for Personal Financial Literacy. Mr. Beck previously served on the Boards of Wilshire Variable Insurance Trust and Wilshire Mutual Funds.
Francis J. Harmon. Mr. Harmon has served as Trustee of the Trust since 1998. He has served as Relationship Manager of Great Lakes Advisors, Inc. since 2008. From 1989 to 2008, Mr. Harmon was a Principal Account Executive-Labor Affairs with Blue Cross and Blue Shield of Illinois and prior to 1989 was Director of Workers Compensation/Health and Welfare Benefits for the City of Chicago.
Dawn M. Vroegop. Ms. Vroegop has served as Trustee of the Trust since 2012 and served as an Advisory Board member from 2011 to 2012. From 1999 to 2003, she was a Managing Director with Dresdner RCM Global Investors. She also serves on the Boards of Met Investor Series Trust, Metropolitan Series Fund, Inc. and City College of San Francisco Foundation.
Daniel F. Zemanek. Mr. Zemanek has served as Trustee of the Trust since 1996. He currently is President of Ludan, Inc., a real estate services company specializing in senior housing. Mr. Zemanek has held senior management positions with various real estate development companies, including serving as Senior Vice President of Sunrise Development, Inc., a wholly-owned subsidiary of Sunrise Senior Living, Inc., a NYSE company (SRZ), from 2003 to 2007. Mr. Zemanek has also served as a consultant for real estate development.
Risk Oversight
Risk oversight forms part of the Boards general oversight of the Funds and is addressed as part of various Board and Committee activities. As part of its regular oversight of the Funds, the Board, directly or through a Committee, interacts with and reviews reports from, among others, the Adviser, the Chief Compliance Officer and the independent registered public accounting firm, as appropriate, regarding risks faced by the Funds. The Board, with the assistance of the Adviser, reviews investment policies and risks in connection with its review of the Funds performance. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Funds compliance program and reports to the Board regarding compliance matters for the Funds and their service providers. In addition, as part of the Boards oversight of the Funds advisory and other service provider agreements, the Board may periodically consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board has approved Pricing Procedures intended to address valuation issues.
The Board has established the following Committees and the membership of each Committee to assist in its oversight functions, including its oversight of the risks the Funds face. Committee membership is identified below. Each Committee must report its activities to the Board on a regular basis.
Audit Committee
The primary purpose of the Committee is to assist the Board in fulfilling certain of its responsibilities. The Audit Committee serves as an independent and objective party to monitor the Funds accounting policies, financial reporting and internal control system, as well as the work of the independent registered public accounting firm. The Audit Committee assists Board oversight of (1) the quality and integrity of the Funds financial statements and the independent audit thereof; (2) the Funds accounting and financial
23
reporting processes and internal control over financial reporting; (iii) the Funds compliance with legal and regulatory requirements that relate to the Funds accounting and financial reporting, internal control over financial reporting and independent audits; and (iv) the qualifications, independence and performance of the Funds independent registered public accounting firm. The Audit Committee also serves to provide an open avenue of communication among the independent registered public accounting firm, Fund management and the Board. All Independent Trustees serve as members of the Audit Committee. The Audit Committee held two meetings during the Trusts last fiscal year.
Executive Committee
The Committees primary purpose is to exercise certain powers of the Board when the Board is not in session. When the Board is not in session, the Committee may 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 held no meetings during the Trusts last fiscal year.
Nominating and Governance Committee
The Committees primary purpose is (1) to identify and recommend individuals for membership on the Board and (2) oversee the administration of the Board Governance Guidelines and Procedures. The Committees responsibilities include evaluating Board membership and functions, committee membership and functions, insurance coverage, and legal and compliance matters. All Independent Trustees serve as members of the Nominating and Governance Committee. The Nominating and Governance Committee held one meeting during the Trusts last fiscal year.
The nominating functions of the Nominating and Governance Committee include selecting and nominating all candidates who are not interested persons of the Trust (as defined in the 1940 Act) for election to the Board. Suggestions for candidates may be submitted to the Committee by other Trustees, by shareholders or by the Adviser. Shareholders may submit suggestions for candidates by sending a resume of the candidate to the Secretary of the Trust for the attention of the Chairman of the Nominating and Governance Committee to 25 East Erie Street, Chicago, Illinois 60611. With regard to candidates for interested Trustee positions, the Nominating and Governance Committee and the Board shall give reasonable deference to the Advisers suggestions of candidates.
When evaluating a person as a potential nominee to serve as an independent Trustee, the Committee will generally consider, among other factors: age; education; relevant business experience; geographical factors; whether the person is independent and otherwise qualified under applicable laws and regulations to serve as a Trustee; and whether the person is willing to serve, and willing and able to commit the time necessary for attendance at meetings and the performance of the duties of an independent Trustee. The Committee also meets personally with the nominees and conducts a reference check. The final decision is based on a combination of factors, including the strengths and the experience an individual may bring to the Board. The Committee believes the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard.
24
COMPENSATION OF TRUSTEES AND OFFICERS
Officers, except for the Chief Compliance Officer (CCO), and the Trustee affiliated with the Adviser serve without any compensation from the Trust. The Trust pays a portion of the CCOs salary and bonus. Effective May 1, 2013, in compensation for their services to the Trust, Trustees who are not affiliates of the Adviser (Independent Trustees) are paid $7,500 for each regular Board meeting attended, except for the Chairman who receives $8,500 for each regular Board meeting attended. The Independent Trustees receive $2,500 for each telephonic Board meeting attended and $2,000 for each committee meeting attended (whether in-person or telephonic). The Independent Trustees receive an annual retainer of $45,000, except for the Chairman who receives $50,000. The Independent Trustees who are also committee members receive an annual retainer of $5,000 for each committee they serve on and an additional $2,000 for service as chairman of the Nominating and Governance Committee and $4,000 for service as chairman of the Audit Committee. From May 1, 2012 through April 30, 2013, in compensation for their services to the Trust, the Independent Trustees were paid $6,500 for each regular Board meeting attended, except for the Chairman who received $7,500 for each regular Board meeting attended. The Independent Trustees received $2,500 for each telephonic Board meeting attended and $2,000 for each committee meeting attended (whether in-person or telephonic). The Independent Trustees received an annual retainer of $45,000, except for the Chairman who received $50,000. The Independent Trustees who are also committee members received an annual retainer of $5,000 for each committee they served on and an additional $2,000 for service as a committee chairman. The following table sets forth the compensation paid by the Trust during the fiscal year ended December 31, 2013 to each of the Independent Trustees:
Name of Trustee |
Total Compensation From the Funds |
Total Compensation From the Trust |
||||||
Theodore J. Beck (Trustee) |
$ | 46,333 | $ | 90,000 | ||||
Francis J. Harmon (Trustee) |
$ | 48,333 | $ | 92,000 | ||||
A.R. Umans (Trustee) |
$ | 55,333 | $ | 99,000 | ||||
Dawn M. Vroegop (Trustee) |
$ | 46,333 | $ | 90,000 | ||||
Daniel F. Zemanek (Trustee) |
$ | 50,166 | $ | 93,833 |
25
TRUSTEES OWNERSHIP OF TRUST SHARES
The following table sets forth, for each Trustee, the dollar range of equity securities owned in the Funds as of December 31, 2013. In addition, the last row shows the aggregate dollar range of equity securities owned as of December 31, 2013 in all series of the Trust.
Interested Trustee | Independent Trustees | |||||||||||
Name of Fund |
Richard H. Driehaus |
Theodore J. Beck |
Francis J. Harmon |
A.R. Umans |
Dawn M. Vroegop |
Daniel F. Zemanek | ||||||
Driehaus International Discovery Fund |
Over $100,000 | None | $10,001 - $50,000 | $10,001 - $50,000 | None | Over $100,000 | ||||||
Driehaus Emerging Markets Growth Fund |
Over $100,000 | $10,001 - $50,000 | $50,001 - $100,000 | $10,001 - $50,000 | None | $50,001 - $100,000 | ||||||
Driehaus Emerging Markets Small Cap Growth Fund |
Over $100,000 | $10,001 - $50,000 | None | None | None | None | ||||||
Driehaus International Small Cap Growth Fund |
Over $100,000 | None | Over $100,000 | $10,001 - $50,000 | None | Over $100,000 | ||||||
Driehaus Global Growth Fund |
Over $100,000 | None | None | $1 - $10,000 | None | $50,001 - $100,000 | ||||||
Driehaus Mid Cap Growth Fund |
Over $100,000 | None | None | $10,001 - $50,000 | None | $50,001 - $100,000 | ||||||
Driehaus Micro Cap Growth Fund |
Over $100,000 | None | None | Over $100,000 | None | $10,001 - $50,000 | ||||||
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Trust |
Over $100,000 | $50,001 - $100,000 | Over $100,000 | Over $100,000 | $10,001 - $50,000 | Over $100,000 |
26
As of March 31, 2014, the Trusts officers and Trustees 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 |
4.42% | |
Driehaus Emerging Markets Growth Fund |
less than 1% | |
Driehaus Emerging Markets Small Cap Growth Fund |
15.74% | |
Driehaus International Small Cap Growth Fund |
5.89% | |
Driehaus Global Growth Fund |
49.85% | |
Driehaus Mid Cap Growth Fund |
4.91% | |
Driehaus Micro Cap Growth Fund |
13.55% |
Persons are deemed to control a Fund when they own beneficially over 25% of the Funds outstanding shares. As a result, those persons could have the ability to vote a majority of the shares of a Fund on any matter requiring the approval of the shareholders of that Fund and therefore can control the Fund and determine the outcome of a Shareholders Meeting. Richard H. Driehaus is deemed a control person of the Driehaus Global Growth Fund.
As of March 31, 2014, the following persons were known to the Trust to be beneficial or record owners (having sole voting and dispositive power) of 5% or more of the shares of beneficial interest of a Fund:
Name and Address |
Fund(s) |
Beneficially Owned |
Owner of Record |
% Owned Beneficially or of Record |
||||||
Charles Schwab & Co. Inc. 101 Montgomery Street San Francisco, CA 94101-4122 |
Driehaus Emerging Markets Growth Fund | X | 39.28 | % | ||||||
Driehaus International Discovery Fund | X | 16.73 | % | |||||||
Driehaus International Small Cap Growth Fund | X | 13.47 | % | |||||||
Driehaus Emerging Markets Small Cap Growth Fund | X | 14.73 | % | |||||||
Driehaus Micro Cap Growth Fund | X | 18.28 | % |
27
Name and Address |
Fund(s) |
Beneficially Owned |
Owner of Record |
% Owned Beneficially or of Record |
||||||
National Financial Services Corp. 499 Washington Blvd, 4th Floor Jersey City, NJ 07310-2010 |
Driehaus Emerging Markets Growth Fund | X | 25.10 | % | ||||||
Driehaus International Discovery Fund | X | 36.30 | % | |||||||
Driehaus International Small Cap Growth Fund | X | 14.73 | % | |||||||
Driehaus Global Growth Fund | X | 17.58 | % | |||||||
Driehaus Mid Cap Growth Fund | X | 5.04 | % | |||||||
Driehaus Emerging Markets Small Cap Growth Fund | X | 18.95 | % | |||||||
Fred Fletcher and Sampson K. Jordan TTEE City of Austin Police Retirement System Pension Plan 2520 S. Interstate 35 Suite 100 Austin, TX 78704-5747 |
Driehaus International Small Cap Growth Fund | X | 5.10 | % | ||||||
BMO Harris Bank NA FBO SRP Driehaus Intl Small Cap Growth 11270 W. Park Place Suite 400 Milwaukee, WI 53224-3638 |
Driehaus International Small Cap Growth Fund | X | 23.51 | % | ||||||
Driehaus Associates Fund 25 East Erie Street Chicago, IL 60611-2735 |
Driehaus Global Growth Fund |
X |
|
10.89 |
% | |||||
Driehaus Family Partnership 25 East Erie Street Chicago, IL 60611-2739 |
Driehaus Global Growth Fund | X | 8.32 | % | ||||||
Driehaus Mid Cap Growth |
X | |
7.22 |
% | ||||||
Wendel & CO c/o The Bank of New York Mellon P O Box 1066 Wall Street Station New York, NY 10268 |
Driehaus Emerging Markets Small Cap Growth Fund | X | 5.90 | % | ||||||
Merrill Lynch Pierce Fenner & Smith Inc. 4800 Deer Lake Drive East Jacksonville, FL 32246 |
Driehaus Emerging Markets Small Cap Growth Fund | X | 24.38 | % |
28
Name and Address |
Fund(s) |
Beneficially Owned |
Owner of Record |
% Owned Beneficially or of Record |
||||||
Driehaus Companies Profit Sharing Plan & Trust 25 East Erie Street |
Driehaus Global Growth Fund |
X | 23.90 | % | ||||||
Chicago, IL 60611-2735 | Driehaus Mid Cap Growth Fund | X | 19.36 | % | ||||||
Driehaus Emerging Markets Small Cap Growth Fund |
X | 10.11 | % | |||||||
Driehaus Investments LLC 25 East Erie Street Chicago, IL 60611-2739 |
Driehaus Global Growth Fund | X | 10.73 | % | ||||||
Evelyn Illich Trust c/o Driehaus Capital Management 25 East Erie Street Chicago, IL 60611-2739 |
Driehaus Mid Cap Growth Fund |
X |
|
16.61 |
% | |||||
BNYM I S Trust Co Cust Rollover IRA Richard H. Driehaus 25 East Erie Street Chicago, IL 60611 |
Driehaus Global Growth Fund | X | 7.25 | % |
HOLDINGS IN CERTAIN AFFILIATES OF THE ADVISER
More than 75 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 other 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, 2013, 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 Trustee |
Name of Owner and |
Company |
Value of Securities(1) |
Percent of Class |
||||||||
A.R. Umans | Madeline Umans (spouse) | Driehaus Institutional Small Cap, L.P. | $ | 26,131 | 0.10 | % |
(1) | Interests in limited partnerships. |
29
The Adviser is controlled by Richard H. Driehaus. The principal nature of Mr. Driehaus business is investment advisory and distribution 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 January 1, 2014, the Driehaus International Discovery Fund pays the Adviser an annual management fee on a monthly basis of 1.25% of average daily net assets. Prior to January 1, 2014, the Driehaus International Discovery Fund paid the Adviser an annual management fee on a monthly basis as follows: 1.35% on the first $1 billion of average daily net assets and 1.25% of average daily net assets in excess of $1 billion. Prior to January 1, 2013, the Driehaus International Discovery Fund paid 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.
The Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth 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 entered into a contractual agreement through November 30, 2011 to waive its advisory fee and/or reimburse operating expenses (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) to the extent necessary to ensure that the Driehaus Emerging Markets Growth Funds total annual operating expenses do not exceed 2.00% of average daily net assets. The Adviser entered into a contractual agreement through August 21, 2014 to waive its advisory fee and/or reimburse operating expenses (other than interest, taxes, brokerage commissions, dividends and interest on short sales and other investment-related costs and extraordinary expenses) to the extent necessary to ensure that the Driehaus Emerging Markets Small Cap Growth Funds total annual operating expenses do not exceed 2.00% of average daily net assets. Effective January 1, 2014, the Driehaus Global Growth Fund pays the Adviser an annual management fee on a monthly basis of 1.00% of average daily net assets. Prior to January 1, 2014, the Driehaus Global Growth Fund paid the Adviser an annual management fee on a monthly basis of 1.15% of average daily net assets. Prior to January 1, 2013, the Driehaus Global Growth Fund paid the Adviser an annual management fee on a monthly basis of 1.25% of average daily net assets. The Adviser entered into a contractual agreement through April 30, 2011 to waive its advisory fee and/or reimburse operating expenses (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) to the extent necessary to ensure that the Driehaus Global Growth Funds total annual operating expenses do not exceed 2.00% of average daily net assets. For a period of three years subsequent to the Driehaus Global Growth Funds commencement of operations (i.e., through April 30, 2011), and for the Driehaus Emerging Markets Growth Fund and Driehaus Emerging Markets Small Cap Growth Fund, through November 30, 2011 and August 21, 2014, respectively, and so long as the investment advisory agreement is or was in place, the
30
Adviser is or was entitled to reimbursement for previously waived fees and reimbursed expenses to the extent that the Funds expense ratio remains or remained below their respective operating expense caps. The Driehaus Mid Cap Growth Fund pays the Adviser an annual management fee on a monthly basis of 1.00% of average daily net assets. The Adviser has entered into a contractual agreement effective through April 30, 2015 to waive its advisory fee and/or reimburse operating expenses (other than interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) to the extent necessary to ensure that the Driehaus Mid Cap Growth Funds total annual operating expenses do not exceed 1.75% of average daily net assets. Pursuant to the agreement, and so long as the investment advisory agreement is in place, for a period not to exceed three years from the date on which the waiver or reimbursement was made, the Adviser is entitled to reimbursement for previously waived fees and reimbursed expenses to the extent that the Funds annual operating expense ratio remains below 1.75%. The Driehaus Micro Cap Growth Fund pays the Adviser an annual management fee on a monthly basis of 1.25% of average daily net assets. The Adviser has entered into a contractual agreement effective through November 18, 2016 to waive a portion of its management fee and/or reimburse operating expenses to the extent necessary to cap the Funds ordinary operating expenses (which excludes interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses) to the extent necessary to ensure that the Driehaus Micro Cap Growth Funds total annual operating expenses does not exceed 1.70% of average daily net assets. Pursuant to the agreement, and so long as the investment advisory agreement is in place, for a period not to exceed three years from the Funds commencement of operations on November 18, 2013, the Adviser is entitled to reimbursement for previously waived fees and reimbursed expenses to the extent that the Funds ordinary annual operating expenses remain below the 1.70% cap.
The following table shows the advisory fees paid by each Fund under the advisory agreement to the Adviser, fees waived or expenses reimbursed, and the amount of prior waivers recaptured by the Adviser for each Funds last three fiscal years.
Fund |
Gross Advisory Fees Paid |
Advisory Fees Waived and Other Expenses Reimbursed |
Reimbursement of Prior Waivers | |||||||||
Fiscal year ended December 31, 2013 |
||||||||||||
International Discovery Fund |
$ | 2,231,145 | N/A | N/A | ||||||||
Emerging Markets Growth Fund |
$ | 19,091,401 | N/A | N/A | ||||||||
Emerging Markets Small Cap Growth Fund |
$ | 2,203,464 | N/A | $108,124 | ||||||||
International Small Cap Growth Fund |
$ | 3,794,929 | N/A | N/A | ||||||||
Global Growth Fund |
$ | 420,570 | N/A | N/A | ||||||||
Mid Cap Growth Fund |
$ | 289,322 | $ | 27,897 | $0 | |||||||
Micro Cap Growth Fund* |
$ | 102,489 | $ | 39,026 | $0 | |||||||
Fiscal year ended December 31, 2012 |
||||||||||||
International Discovery Fund |
$ | 3,207,345 | N/A | N/A | ||||||||
Emerging Markets Growth Fund |
$ | 12,876,247 | N/A | N/A | ||||||||
Emerging Markets Small Cap Growth Fund |
$ | 782,657 | $ | 50,543 | $0 | |||||||
International Small Cap Growth Fund |
$ | 3,456,133 | N/A | N/A | ||||||||
Global Growth Fund |
$ | 447,507 | N/A | N/A | ||||||||
Mid Cap Growth Fund |
$ | 237,991 | $ | 52,090 | $0 |
31
Fund |
Gross Advisory Fees Paid |
Advisory Fees Waived and Other Expenses Reimbursed |
Reimbursement of Prior Waivers |
|||||||||||
Fiscal year ended December 31, 2011 |
||||||||||||||
International Discovery Fund |
$ | 4,202,798 | N/A | N/A | ||||||||||
Emerging Markets Growth Fund |
$ | 12,396,322 | $ | 0 | $ | 0 | ||||||||
Emerging Markets Small Cap Growth Fund** |
$ | 157,549 | $ | 57,581 | $ | 0 | ||||||||
International Small Cap Growth Fund |
$ | 4,179,767 | N/A | N/A | ||||||||||
Global Growth Fund |
$ | 572,368 | $ | 0 | $ | 43,191 | ||||||||
Mid Cap Growth Fund |
$ | 250,058 | $ | 48,803 | $ | 325 |
* | Driehaus Micro Cap Growth Fund commenced operations on November 18, 2013. |
** | Driehaus Emerging Markets Small Cap Growth Fund commenced operations on August 22, 2011. |
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 unless there is a permitted code exception, 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 in accordance with stated criteria 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 follows on various types of issues when there are no company-specific reasons for voting to the contrary. In making the proxy voting decision, there are two overriding considerations: first, the economic impact of the proposal; and second, whether it would be in the best interests of the affected Fund for the proposal to pass or not pass. 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,
32
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 voted proxies during the 12-month period ended June 30th is available without charge, upon request, by calling 1-800-560-6111. This information is also available on the Funds web site at www.driehaus.com and on the SECs web site at www.sec.gov.
Trade Allocation. The Adviser manages not only the Funds but other investment accounts, including accounts of affiliated persons of the Adviser. 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.
Portfolio Managers
Description of Compensation. Each portfolio manager and assistant portfolio manager is paid a fixed salary plus a bonus. They 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 a Fund exceeds certain percentile benchmarks when compared to its peer group (using Lipper rankings) and/or certain risk adjusted return formulas, they each earn a specified additional percentage of the management fees paid by the registered investment companies and other accounts managed. They also each receive a bonus based on a percentage of any performance-based fees paid by the registered investment companies and other accounts managed, if applicable. Messrs. Jackson, Carpenter, Pigeon, Rubin, Buck, Thies and DeBruin also receive a bonus based on a percentage of their salary, which has both subjective and objective components. Mr. Rea receives a bonus based on a percentage of his salary for his Director of Research responsibilities. This bonus includes both a subjective and an objective component.
If the Adviser declares a profit sharing plan contribution, the portfolio managers and assistant portfolio managers also would receive such contribution. Each portfolio manager and assistant portfolio manager is eligible to participate in an equity purchase plan available to certain key employees of the Adviser. Messrs. Rea, Schwab, Cleaver, Mouser, Wasiolek, and James are also eligible to participate in a deferred compensation plan.
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, 2013.
Name of Portfolio |
Type of Accounts |
Total # of Accounts Managed |
Total Assets (000,000s omitted) |
# of Accounts Managed that Advisory Fee Based on Performance |
Total Assets that Advisory Fee Based on Performance (000,000s omitted) |
|||||||||||||
1. Dan Rea |
Registered Investment Companies: | 2 | $ | 173.8 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 16 | $ | 1,593.4 | 2 | $ | 85.8 |
33
Name of Portfolio |
Type of Accounts |
Total # of Accounts Managed |
Total Assets (000,000s omitted) |
# of Accounts Managed that Advisory Fee Based on Performance |
Total Assets that Advisory Fee Based on Performance (000,000s omitted) |
|||||||||||||
2. Howard Schwab |
Registered Investment Companies: | 3 | $ | 2,094.1 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 11 | $ | 696.4 | 2 | $ | 116.2 | ||||||||||||
3. David Mouser |
Registered Investment Companies: | 1 | $ | 270.8 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 7 | $ | 461.4 | 0 | $ | 0 | ||||||||||||
4. Dan Wasiolek |
Registered Investment Companies: | 1 | $ | 34.4 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 16 | $ | 255.4 | 2 | $ | 97.6 | ||||||||||||
5. Chad Cleaver |
Registered Investment Companies: | 2 | $ | 1,823.3 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 4 | $ | 235.0 | 2 | $ | 116.2 | ||||||||||||
6. Brad Jackson |
Registered Investment Companies: | 1 | $ | 34.4 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 16 | $ | 255.4 | 2 | $ | 97.6 | ||||||||||||
7. Ryan Carpenter |
Registered Investment Companies: | 1 | $ | 270.8 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 1 | $ | 40.2 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 9 | $ | 514.3 | 1 | $ | 31.3 | ||||||||||||
8. Sebastien Pigeon |
Registered Investment Companies: | 2 | $ | 173.8 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 14 | $ | 1,563.8 | 2 | $ | 85.8 | ||||||||||||
9. Joshua Rubin |
Registered Investment Companies: | 2 | $ | 173.8 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 14 | $ | 1,563.8 | 2 | $ | 85.8 | ||||||||||||
10. Jeffrey James |
Registered Investment Companies: | 1 | $ | 74.7 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 4 | $ | 56.4 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 45 | $ | 756.4 | 2 | $ | 101.4 | ||||||||||||
11. Michael Buck |
Registered Investment Companies: | 1 | $ | 74.7 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 4 | $ | 56.4 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 45 | $ | 756.4 | 2 | $ | 101.4 |
34
Name of Portfolio |
Type of Accounts |
Total # of Accounts Managed |
Total Assets (000,000s omitted) |
# of Accounts Managed that Advisory Fee Based on Performance |
Total Assets that Advisory Fee Based on Performance (000,000s omitted) |
|||||||||||||
12. Daniel Burr* |
Registered Investment Companies: | 0 | $ | 0 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
13. Richard Thies* |
Registered Investment Companies: | 0 | $ | 0 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
14. Trent DeBruin* |
Registered Investment Companies: | 0 | $ | 0 | 0 | $ | 0 | |||||||||||
Other Pooled Investment Vehicles: | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||
Other Accounts: | 0 | $ | 0 | 0 | $ | 0 |
* | Messrs. Burr, Thies and DeBruin became a Portfolio Manager and/or Assistant Portfolio Manager on May 1, 2014. |
As shown in the table above, the portfolio managers may manage the assets of more than one registered investment company (each a Fund), other pooled investment vehicles and/or other accounts (collectively, the Accounts) for the Adviser. Both clients and affiliated persons of the Adviser, including the portfolio managers, may own interests in these Accounts. The same or related securities may be appropriate and desirable investments for both a Fund and the Accounts (including another fund) and they may compete in the marketplace for the same investment opportunities, which may be limited. In addition, transactions by the Accounts in securities held by a Fund or that a Fund is seeking to buy or sell (or transactions in related securities) may have an adverse impact on the prices that a Fund pays 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 a Fund 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 a Fund. This presents a conflict between the interests of the Fund and the interests of the Accounts as well as the affiliates of the Adviser who invest in the Accounts.
Conflicts also may arise between the interests of a Fund and the interests of the Adviser and its affiliates, including the portfolio managers. These conflicts can occur as one or more of the Accounts pay advisory fees to the Adviser, including performance-based compensation, at a higher rate than the rate of fees paid by the Funds. In addition, the Advisers affiliates, including the Funds portfolio managers, may personally own interests in the Accounts or have other financial incentives (including that a portfolio managers compensation is based, in part, on assets under management). For example, portfolio managers could favor an Account over a Fund when dividing their time and attention between them or when presented with limited investment opportunities that would be desirable and suitable for both a Fund and the Accounts or when making trading decisions.
The Adviser, through trade allocation and other policies and procedures, seeks to manage these conflicts of interest to reduce any adverse effects on either a Fund or the Accounts. These policies and procedures include requirements that transactions by a Fund and the Accounts in the same securities that occur on the same day are average priced when feasible and allocated on a fair and equitable basis. In addition, the Adviser conducts periodic reviews of transactions in and holdings of the same or related securities by a
35
Fund and the Accounts for compliance with the Advisers policies and procedures.
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, 2013.
Dollar ($) Value of Fund Shares Beneficially Owned | ||
Driehaus International Discovery Fund |
||
Dan Rea |
$100,001 - $500,000 | |
Sebastien Pigeon |
$50,001 - $100,000 | |
Joshua Rubin* |
$10,001 - $50,000 | |
Driehaus Emerging Markets Growth Fund |
||
Howard Schwab |
$10,001 - $50,000 | |
Chad Cleaver |
$100,001 - $500,000 | |
Richard Thies* |
$10,001 - $50,000 | |
Driehaus Emerging Markets Small Cap Growth Fund |
||
Chad Cleaver |
$100,001 - $500,000 | |
Howard Schwab |
$100,001 - $500,000 | |
Trent DeBruin* |
$10,001 - $50,000 | |
Driehaus International Small Cap Growth Fund |
||
David Mouser |
$50,001 - $100,000 | |
Howard Schwab |
None | |
Ryan Carpenter |
$50,001 - $100,000 | |
Dan Burr* |
None | |
Driehaus Global Growth Fund |
||
Dan Rea |
$100,001 - $500,000 | |
Sebastien Pigeon |
None | |
Joshua Rubin* |
$10,001 - $50,000 | |
Driehaus Mid Cap Growth Fund |
||
Dan Wasiolek |
$100,001 - $500,000 | |
Brad Jackson* |
$10,001 - $50,000 | |
Driehaus Micro Cap Growth Fund |
||
Jeffrey James |
$100,001 - $500,000 | |
Michael Buck |
$10,001 - $50,000 |
* | Messrs. Thies, DeBruin and Burr became a Portfolio Manager and/or Assistant Portfolio Manager on May 1, 2014. Information disclosed for Messrs. Thies, DeBruin and Burr is as of March 31, 2014. |
In addition to the amounts disclosed in the table above, Messrs. Rea, Schwab, Cleaver, Mouser, Wasiolek and James participate in a deferred compensation plan in which they earn an investment return based on a hypothetical investment in various funds that they elect, which may include the Funds that they manage. The following table sets forth the dollar range of each portfolio managers deferred compensation plan account as of December 31, 2013 that is earning an investment return based on a hypothetical investment in the Funds that they manage:
36
Dollar ($) Value of Fund Shares Earning a Return Based on a Hypothetical Investment in the Fund | ||
Driehaus International Discovery Fund |
||
Dan Rea |
$500,001 - $1,000,000 | |
Driehaus Emerging Markets Growth Fund |
||
Howard Schwab |
None | |
Chad Cleaver |
None | |
Driehaus Emerging Markets Small Cap Growth Fund |
||
Chad Cleaver |
$100,001 - $500,000 | |
Howard Schwab |
$100,001 - $500,000 | |
Driehaus International Small Cap Growth Fund |
||
David Mouser |
None | |
Howard Schwab |
None | |
Driehaus Global Growth Fund |
||
Dan Rea |
None | |
Driehaus Mid Cap Growth Fund |
||
Dan Wasiolek |
$100,001 - $500,000 | |
Driehaus Micro Cap Growth Fund |
||
Jeffrey James |
$100,001 - $500,000 |
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. As principal underwriter to the Trust, DS LLC enters into arrangements with selected dealers or other third parties for the sale and redemption of Fund shares and makes payments to such entities for distribution related activities as well as shareholder and administrative services to customers who purchase Fund shares, including sub-accounting and sub-transfer agency services. DS LLC will offer the Funds shares only on a best-efforts basis.
37
BNY Mellon Investment Servicing (US) Inc. (BNY Mellon), with corporate offices at 301 Bellevue Parkway, Wilmington, Delaware 19809, is the administrator for the Funds. The asset-based fee for administration and accounting services for each Fund is calculated as follows:
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.
In addition, BNY Mellon is also reimbursed for out-of-pocket expenses.
The Funds paid the following administrative fees for the past three fiscal years:
2013 | 2012 | 2011 | ||||||||||
Driehaus International Discovery Fund |
$ | 184,894 | $ |
218,784 |
|
$ | 256,719 | |||||
Driehaus Emerging Markets Growth Fund |
$ | 702,017 | $ |
530,622 |
|
$ | 516,384 | |||||
Driehaus Emerging Markets Small Cap Growth Fund1, 2 |
$ | 173,740 | $ |
100,730 |
|
$ | 23,599 | |||||
Driehaus International Small Cap Growth Fund |
$ | 244,223 | $ |
226,442 |
|
$ | 257,163 | |||||
Driehaus Global Growth Fund |
$ | 83,446 | $ | 81,691 | $ | 87,712 | ||||||
Driehaus Mid Cap Growth Fund1 |
$ | 60,034 | $ | 56,146 | $ | 57,460 | ||||||
Driehaus Micro Cap Growth Fund1, 3 |
$ | 12,469 | N/A | N/A |
1 | BNY Mellon agreed to waive 50% of its monthly base fee for the first six months of a Funds operations or until the Funds average net assets reach $100 million. |
2 | The Driehaus Emerging Markets Small Cap Growth Fund commenced operations on August 22, 2011. |
3 | The Driehaus Micro Cap Growth Fund commenced operations on November 18, 2013. |
The Northern Trust Company at 50 South LaSalle Street, Chicago, Illinois 60603, is the Funds 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
38
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 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.
BNY Mellon, 760 Moore Road, King of Prussia, Pennsylvania 19406, is the Funds transfer agent, registrar, dividend-disbursing agent and shareholder servicing agent. As such, BNY Mellon provides certain bookkeeping and data processing services and services pertaining to the maintenance of shareholder accounts.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, 155 North Wacker Drive, Chicago, Illinois 60606, 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.
Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, acts as the Trusts legal counsel and as counsel to the Independent Trustees.
The Advisers overriding objective in effecting portfolio transactions is to seek to obtain the best combination of price and execution with a view to providing each Fund the most favorable terms reasonably available under the circumstances. The best 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 factors include the Advisers knowledge of: negotiated commission rates currently available and other current transaction costs; the nature of the security being traded; the size of the transaction; the desired timing of the trade; the activity existing and expected in the market for the particular security; confidentiality; the execution, clearance and settlement capabilities of the broker or dealer selected and others which are considered; the financial stability of the broker or dealer selected and such other brokers or dealers; and 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 effecting portfolio transactions.
39
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 a 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 a Fund.
For the fiscal year ended December 31, 2013, the Driehaus International Discovery Fund paid brokerage commissions of $593,260; Driehaus Emerging Markets Growth Fund paid brokerage commissions of $11,023,421; Driehaus Emerging Markets Small Cap Growth Fund paid brokerage commissions of $3,221,064; Driehaus International Small Cap Growth Fund paid brokerage commissions of $1,910,193; Driehaus Global Growth Fund paid brokerage commissions of $79,485; and Driehaus Mid Cap Growth Fund paid commissions of $52,587. For the period November 18, 2013 (commencement of operations) through December 31, 2013, Driehaus Micro Cap Growth Fund paid brokerage commissions of $46,294.
For the fiscal year ended December 31, 2012, the Driehaus International Discovery Fund paid brokerage commissions of $490,999; Driehaus Emerging Markets Growth Fund paid brokerage commissions of $7,466,115; Driehaus Emerging Markets Small Cap Growth Fund paid brokerage commissions of $989,956; Driehaus International Small Cap Growth Fund paid brokerage commissions of $1,494,523; Driehaus Global Growth Fund paid brokerage commissions of $43,840; and Driehaus Mid Cap Growth Fund paid commissions of $29,337.
For the fiscal year ended December 31, 2011, the Driehaus International Discovery Fund paid brokerage commissions of $982,487; Driehaus Emerging Markets Growth Fund paid brokerage commissions of $8,936,457; Driehaus Emerging Markets Small Cap Growth Fund paid brokerage commissions of $175,460; Driehaus International Small Cap Growth Fund paid brokerage commissions of $2,410,310; Driehaus Global Growth Fund paid brokerage commissions of $108,735; and Driehaus Mid Cap Growth Fund paid commissions of $63,677.
With respect to issues of securities involving brokerage commissions, when more than one broker or dealer 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 brokerage or research 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 reasonable in relation to the brokerage or research 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 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
40
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, 2013, certain 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, 2013.
Fund Name |
Amount of Brokerage Transactions |
Brokerage Commissions Paid |
||||||
Driehaus International Discovery Fund |
$ | 202,911,055 | $ | 213,560 | ||||
Driehaus Emerging Markets Growth Fund |
$ | 2,881,336,179 | $ | 4,143,383 | ||||
Driehaus Emerging Markets Small Cap Growth Fund |
$ | 214,454,106 | $ | 368,735 | ||||
Driehaus Global Growth Fund |
$ | 29,653,036 | $ | 28,785 | ||||
Driehaus International Small Cap Growth Fund |
$ | 532,262,880 | $ | 590,532 | ||||
Driehaus Mid Cap Growth Fund |
$ | 51,116,474 | $ | 25,282 | ||||
Driehaus Micro Cap Growth Fund* |
$ | 23,698,405 | $ | 33,090 |
* | Driehaus Micro Cap Growth Fund commenced operations on November 18, 2013. |
Regular Broker-Dealers. The following information is provided with respect to the Funds regular broker-dealers. The term regular broker-dealers means, any of the ten brokers or dealers who, for the fiscal year ended December 31, 2013: 1) received the greatest dollar amount of brokerage commissions from the Funds; 2) engaged as principal in the largest dollar amount of portfolio transactions for the Funds; or 3) sold the largest dollar amount of securities of the Funds.
The chart below identifies the Funds regular broker-dealers, the securities of which were held by any Fund as of December 31, 2013 and the dollar value of such securities.
Regular Broker-Dealer or Parent (Issuer) |
Value as of December 31, 2013 |
|||
Driehaus Global Growth Fund: |
||||
Citigroup, Inc. |
$ | 540,850 | ||
Morgan Stanley & Co., Inc. |
$ | 554,602 |
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 federal income 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.
Each Fund is treated as a separate entity for federal income tax purposes and has qualified, and each intends to continue to comply with the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), to permit it, to be treated as a regulated investment company. 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
41
excess of net long-term capital gains over the sum of net short-term capital losses and capital loss carryforwards available 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 of the taxable year (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 with such other securities limited, in respect of any one issuer, to an amount not greater in value than 5% of the value of the Funds total assets and not more than 10% of the outstanding voting securities of such issuer; 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. The requirements for qualification as a regulated investment company may limit the extent to which a Fund may invest in some investment.
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 regular 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, provided certain holding period and other requirements are satisfied.
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, 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 currently reach a maximum of 20%. 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 federal income 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 shareholders investment in the Fund. 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 a 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
42
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.
Dividends declared in October, November or December to shareholders of record as of a date in such month and paid during the following January are treated as if received on December 31 of the calendar year declared.
Because dividend and capital gain distributions reduce net asset value, a shareholder who purchases shares shortly before a Fund pays a dividend or distribution will, in effect, receive a return of a portion of his or her investment in such dividend or 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 taxable year consists of stock or securities in foreign corporations, and such Fund distributes at least 90% of its investment company taxable income (determined without regard to the deduction for dividends paid) and net tax exempt interest, if any, 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 against their U.S. federal income tax liability, subject in both cases to applicable limitations. 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 may be able to claim a credit for foreign taxes paid and in any event will be required to include their share of such taxes in gross income. 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 each shareholders pro rata share of foreign income taxes paid by such Fund, 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 by the foreign taxes paid by the Fund and its shareholders will not be required to include in their gross income and will not be able to claim a credit or deduction for their pro rata share of foreign taxes paid by the Fund.
Each Fund may engage in certain options, futures, forwards, swaps, short sales, 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.
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 positions. 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
43
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.
A Funds entry into a short sale transaction, an option or certain other contracts could be treated as the constructive sale of an appreciated financial position, causing the Fund to realize gain, but not loss, on the position.
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 indexes based on 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 for federal income tax purposes the ratable daily portion of a periodic and a nonperiodic payment for the taxable year to which that payment relates.
The application of certain requirements for qualification as a regulated investment company and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, a Fund may be required to limit the extent to which it invests in such investments and it is also possible that the IRS may not agree with a Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury Regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character and amount of a Funds income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a regulated investment company and avoid federal income and excise taxes or limit the extent to which a Fund may invest in certain derivatives and other investments in the future.
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.
Each 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 98.2% of its capital gain net income for the one-year period ending October 31, plus any undistributed amounts 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.
44
A shareholder who redeems or exchanges 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 or exchanged 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 is taxable to individual and other non-corporate shareholders at a maximum federal income tax rate of 20%. The gain or loss on shares held for one year or less will generally be treated as short-term capital gain or loss. 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) or other substantially identical stock or securities 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 with respect to such shares. Capital losses may be subject to limitations on their use by a shareholder.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
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 taxable 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. In addition, under certain circumstances another election may be available that would require the Fund to include its share of the PFICs income and net capital gain annually in income, regardless of whether distributions are received from the PFIC in a given year.
Withholding. A Fund may be required to withhold, for U.S. federal income tax purposes, a portion of all distributions and redemption proceeds 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.
Cost Basis Information. The Funds are required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Funds (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Funds through a tax-advantaged arrangement, such as a 401(k) or an IRA.
45
When required to report cost basis, the Funds will calculate it using the Funds default method, which is the average cost basis, unless you instruct the Funds to use a different calculation method. For additional information regarding the Funds available cost basis reporting methods, including the default method, please contact the Funds. If you hold your Fund shares through a financial intermediary, please contact that intermediary with respect to reporting of cost basis and available elections for your account.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Funds do not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Funds if you intend to utilize a method other than the Funds default method for covered shares.
The Funds will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and the IRS. However, the Funds are not required to, and in many cases the Funds do not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore, shareholders should carefully review the cost basis information provided by the Funds.
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, 2014, the Fund will generally not be required to withhold tax on any amounts paid to a non-U.S. investor with respect to dividends attributed 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 attributed 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. A Fund may choose not to designate such amounts. This exemption from withholding for interest-related and short-term gain dividends has expired for distributions with respect to taxable years of a Fund beginning on or after January 1, 2014. It is currently unclear whether Congress will extend this exemption or what the terms of any such extension would be, including whether such extension would have retroactive effect.
The Foreign Account Tax Compliance Act (FATCA) generally requires a Fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on Fund dividends and distributions and on the proceeds of the sale, redemption, or exchange of Fund shares. A Fund may disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each investor is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements with respect to the investors own situation, including investments through an intermediary.
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.
46
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 long-term corporate debt securities used by Moodys Investors Service, Inc. (Moodys) and Standard & Poors Corporation (S&P).
Ratings by Moodys
Aaa. Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A. Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa. Obligations s rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba. Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B. Obligations rated B are considered speculative and are subject to high credit risk.
Caa. Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca. Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C. Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys applies numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
A-1
Ratings by S&P
AAA. An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA. An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A. An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB. An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB. An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B. An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC. An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC. An obligation rated CC is currently highly vulnerable to nonpayment.
C. A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms.
D. An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
A-2
Plus (+) or minus (-)
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.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
A-3
Investment Philosophy:
The Adviser seeks to achieve superior investment returns primarily by investing in global companies that are currently demonstrating rapid growth in their sales and earnings and which, in its judgement, have the ability to continue or accelerate their growth rates in the future. The Adviser manages the portfolios actively (above average turnover) to ensure that the Funds are fully invested, under appropriate market conditions, in companies that meet these criteria. Investors should note that investments in overseas markets can pose more risks than U.S. investments, and the international Funds share prices are expected to be more volatile than those of the U.S.-only Funds. In addition, the Funds returns will fluctuate with changes in stock market conditions, currency values, interest rates, government regulations, and economic and political conditions in countries in which the Funds invest. These risks are generally greater when investing in emerging markets.
Semi-Annual Report to Shareholders
June 30, 2014
Driehaus International Discovery Fund
Driehaus Emerging Markets Growth Fund
Driehaus Emerging Markets Small Cap Growth Fund
Driehaus International Small Cap Growth Fund
Driehaus Global Growth Fund
Driehaus Mid Cap Growth Fund
Driehaus Micro Cap Growth Fund
1 | ||||
6 | ||||
12 | ||||
18 | ||||
22 | ||||
26 | ||||
30 | ||||
34 | ||||
36 | ||||
38 | ||||
41 | ||||
48 | ||||
59 |
PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD
A description of the Funds policies and procedures with respect to the voting of proxies relating to the Funds portfolio securities is available without charge, upon request, by calling 1-800-560-6111. This information is also available on the Funds website at http://www.driehaus.com.
Information regarding how the Funds voted proxies related to portfolio securities during the 12-month period ended June 30, 2014 is available without charge, upon request, by calling 1-800-560-6111. This information is also available on the Securities and Exchange Commissions (SEC) website at http://www.sec.gov.
HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS
Each Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Form N-Q is available electronically on the SECs website at http://www.sec.gov; hard copies may be reviewed and copied at the SECs Public Reference Room in Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330. Each Funds complete schedule of portfolio holdings is also available on the Funds website at http://www.driehaus.com.
Driehaus International Discovery Fund
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since December 31, 1998 (the date of the Funds inception), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.
Average Annual Total Returns as of 06/30/14 | 1 Year | 3 Years | 5 Years | 10 Years | Since
Inception (12/31/98 - 06/30/14) |
|||||||||||||||
Driehaus International Discovery Fund (DRIDX)1 |
12.22% | 1.46% | 8.59% | 7.16% | 13.10% | |||||||||||||||
MSCI AC World ex USA Growth Index2 |
19.74% | 5.84% | 11.71% | 8.01% | 4.51% | |||||||||||||||
MSCI AC World ex USA Index3 |
22.27% | 6.21% | 11.59% | 8.22% | 6.02% |
1 | The returns for the periods prior to July 1, 2003, reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | 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 only of the 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. |
3 | 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 45 global developed and emerging markets, excluding the U.S. Data is in U.S. dollars. Source: Morgan Stanley Capital International Inc. |
1
Driehaus International Discovery Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
2
Driehaus International Discovery Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
3
Driehaus International Discovery Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
4
Driehaus International Discovery Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
5
Driehaus Emerging Markets Growth Fund
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since December 31, 1997 (the date of the Funds inception), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.
Average Annual Total Returns as of 06/30/14 | 1 Year | 3 Years | 5 Years | 10 Years | Since
Inception (12/31/97 - 06/30/14) |
|||||||||||||||
Driehaus Emerging Markets Growth Fund (DREGX)1 |
12.42% | 4.23% | 13.37% | 14.64% | 13.65% | |||||||||||||||
MSCI Emerging Markets Index2 |
14.68% | 0.06% | 9.58% | 12.30% | 8.62% | |||||||||||||||
MSCI Emerging Markets Growth Index3 |
14.45% | 1.04% | 10.40% | 11.51% | 7.85% |
1 | The returns for the periods prior to July 1, 2003, reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | 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 23 global emerging markets. Data is in U.S. dollars. Source: Morgan Stanley Capital International Inc. |
3 | 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. |
6
Driehaus Emerging Markets Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
7
Driehaus Emerging Markets Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
8
Driehaus Emerging Markets Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
9
Driehaus Emerging Markets Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
10
Driehaus Emerging Markets Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
11
Driehaus Emerging Markets Small Cap Growth Fund
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since December 1, 2008 (the date of the Predecessor Limited Partnerships inception), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||||||
Average Annual Total Returns as of 06/30/14 |
1 Year | Since Inception (08/22/11 - 06/30/14) |
3 Years | 5 Years | Since Inception (12/01/08 - 06/30/14) |
|||||||||||||||
Driehaus Emerging Markets Small Cap Growth Fund (DRESX)1 |
12.75% | 11.87% | 8.15% | 15.64% | 20.55% | |||||||||||||||
MSCI Emerging Markets Small Cap Index2 |
14.53% | 5.62% | 0.89% | 11.79% | 22.12% | |||||||||||||||
MSCI Emerging Markets Index3 |
14.68% | 5.72% | 0.06% | 9.58% | 16.27% |
1 | The Driehaus Emerging Markets Small Cap Growth Fund (the Fund) performance shown above includes the performance of the Driehaus Emerging Markets Small Cap Growth Fund, L.P. (the Predecessor Limited Partnership), the Funds predecessor, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership, which was established on December 1, 2008, was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Limited Partnerships assets on August 22, 2011. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Limited Partnerships performance has been restated to reflect estimated expenses of the Fund. The returns reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | The Morgan Stanley Capital International Emerging Markets Small Cap Index (MSCI Emerging Markets Small Cap Index) is a market capitalization-weighted index designed to measure equity market performance of small cap stocks in 23 global emerging markets. Data is in U.S. dollars. Source: Morgan Stanley Capital International Inc. |
3 | 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 23 global emerging markets. Data is in U.S. dollars. Source: Morgan Stanley Capital International Inc. |
12
Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
13
Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
14
Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
15
Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
(a) | All percentages are stated as a percent of net assets at June 30, 2014. |
(b) | Excludes purchased options. |
Notes to Financial Statements are an integral part of this Schedule.
16
Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
17
Driehaus International Small Cap Growth Fund
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since August 1, 2002 (the date of the Predecessor Limited Partnerships inception), with all dividends and capital gains reinvested, with the indicated index (and dividends reinvested) for the same period.
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||||||||||
Average Annual Total Returns as of 06/30/14 |
1 Year | 3 Years | 5 Years | Since Inception (09/17/07 - 06/30/14) |
10 Years | Since Inception (08/1/02 - 06/30/14) |
||||||||||||||||||
Driehaus International Small Cap Growth Fund (DRIOX)1 |
24.79% | 7.66% | 17.44% | 5.97% | 15.36% | 18.27% | ||||||||||||||||||
MSCI AC World ex USA Small Cap Growth Index2 |
25.54% | 6.56% | 14.57% | 3.03% | 9.25% | 11.81% |
1 | The Driehaus International Small Cap Growth Fund (the Fund) performance shown above includes the performance of the Driehaus International Opportunities Fund, L.P. (the Predecessor Limited Partnership), the Funds predecessor, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership, which was established on August 1, 2002, was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Limited Partnerships assets on September 17, 2007. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Limited Partnerships performance has been restated to reflect estimated expenses of the Fund. The returns for the periods prior to January 1, 2010, reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | The Morgan Stanley Capital International All Country World ex USA Small Cap Growth Index (MSCI AC World ex USA Small Cap Growth Index) is a market capitalization-weighted index designed to measure equity performance in 45 global developed markets and emerging markets, excluding the U.S., and is composed of stocks which are categorized as small capitalization growth stocks. Data is in U.S. dollars. Source: Morgan Stanley Capital International, Inc. |
18
Driehaus International Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
19
Driehaus International Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
20
Driehaus International Small Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
21
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since May 1, 2008 (the date of the Funds inception), with all dividends and capital gains reinvested, with the indicated index (and dividends reinvested) for the same period.
Average Annual Total Returns as of 06/30/14 | 1 Year | 3 Years | 5 Years | Since
Inception (05/01/08 - 06/30/14) |
||||||||||||
Driehaus Global Growth Fund (DRGGX)1 |
17.14% | 3.93% | 10.70% | 0.07% | ||||||||||||
MSCI AC World Growth Index2 |
23.50% | 10.82% | 15.18% | 5.01% |
1 | The returns for the periods prior to September 1, 2009, reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | The Morgan Stanley Capital International All Country World Growth Index (MSCI AC World Growth Index) is a subset of the MSCI All Country World Index (MSCI ACWI) and includes only the MSCI ACWI stocks which are categorized as growth stocks. The MSCI ACWI is a free float-adjusted market-capitalization weighted index that is designed to measure the equity market performance of 23 developed and 23 emerging markets. Data is in U.S. dollars. Source: Morgan Stanley Capital International Inc. |
22
Driehaus Global Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
23
Driehaus Global Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
24
Driehaus Global Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
25
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since January 1, 1999, with all dividends and capital gains reinvested, with the indicated index (and dividends reinvested) for the same period.
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||||||||||
Average Annual Total Returns as of 06/30/14 |
1 Year | 3 Years | 5 Years | Since Inception (04/27/09 - 06/30/14) |
10 Years | From (01/01/99 - 06/30/14) |
||||||||||||||||||
Driehaus Mid Cap Growth Fund (DRMGX)1 |
17.54% | 9.30% | 17.70% | 17.87% | 9.51% | 9.34% | ||||||||||||||||||
Russell Midcap Growth Index2 |
26.04% | 14.54% | 21.16% | 21.92% | 9.83% | 7.31% |
1 | The Driehaus Mid Cap Growth Fund (the Fund) performance shown above includes the performance of the Driehaus Institutional Mid Cap, L.P. (the Predecessor Limited Partnership), one of the Funds predecessors, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership, which was established on July 1, 1986, was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Limited Partnerships assets together with the assets of the Driehaus Mid Cap Investors, L.P. on April 27, 2009. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Limited Partnerships performance has been restated to reflect estimated expenses of the Fund. The returns reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | The Russell Midcap® Growth Index measures the performance of those Russell Midcap® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index. Source: Russell Indices |
26
Driehaus Mid Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
27
Driehaus Mid Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
28
Driehaus Mid Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
29
Driehaus Micro Cap Growth Fund
Performance Overview (unaudited)
The performance summarized below is historical and does not represent future results. Investment returns and principal value vary, and you may have a gain or loss when you sell shares. Performance data presented measures the change in the value of an investment in the Fund, assuming reinvestment of all dividends and capital gains. Average annual total return reflects annualized change.
The table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph compares the results of a $10,000 investment in the Fund since January 1, 2003, with all dividends and capital gains reinvested, with the indicated index (and dividends reinvested) for the same period.
Fund Only | Including Predecessor Limited Partnership |
|||||||||||||||||||||||
Average Annual Total Returns as of 06/30/14 |
Since Inception (11/18/13 - 06/30/14) |
1 Year | 3 Years | 5 Years | 10 Years | From (01/01/03 - 06/30/14) |
||||||||||||||||||
Driehaus Micro Cap Growth Fund (DMCRX)1 |
6.00% | 23.58% | 15.49% | 20.47% | 12.29% | 18.39% | ||||||||||||||||||
Russell Microcap® Growth Index2 |
8.32% | 26.70% | 15.42% | 19.93% | 6.73% | 10.93% |
1 | The Driehaus Micro Cap Growth Fund (the Fund) performance shown above includes the performance of the Driehaus Micro Cap Fund, L.P. (the Predecessor Limited Partnership), one of the Funds predecessors, for the periods before the Funds registration statement became effective. The Predecessor Limited Partnership, which was established on July 1, 1996, was managed with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Limited Partnerships assets together with the assets of the Driehaus Institutional Micro Cap Fund, L.P. on November 18, 2013. The Predecessor 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 Predecessor Limited Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Limited Partnerships performance has been restated to reflect estimated expenses of the Fund. The returns reflect fee waivers and/or reimbursements without which performance would have been lower. |
2 | The Russell Microcap® Growth Index is constructed to provide a comprehensive and unbiased barometer of the micro cap growth market. Based on ongoing empirical research of investment manager behavior, the methodology used to determine growth probability approximates the aggregate microcap growth manager's opportunity set. |
30
Driehaus Micro Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
31
Driehaus Micro Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
Notes to Financial Statements are an integral part of this Schedule.
32
Driehaus Micro Cap Growth Fund
Schedule of Investments
June 30, 2014 (unaudited)
* | All percentages are stated as a percent of net assets at June 30, 2014. |
Notes to Financial Statements are an integral part of this Schedule.
33
Statements of Assets and Liabilities
June 30, 2014 (unaudited)
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
|||||||
ASSETS: |
||||||||
Investments, at cost |
$ | 103,557,543 | $ | 1,658,117,748 | ||||
|
|
|
|
|||||
Investments, at market value |
$ | 115,892,662 | $ | 1,866,362,170 | ||||
Foreign currency* |
689,956 | 42,430,862 | ||||||
Cash |
2,548,699 | 72,638,962 | ||||||
Segregated cash |
| | ||||||
Receivables: |
||||||||
Dividends |
339,115 | 3,306,492 | ||||||
Interest |
| | ||||||
Investment securities sold |
1,742,021 | 79,479,893 | ||||||
Fund shares sold |
2,740 | 8,223,750 | ||||||
Net unrealized appreciation on unsettled foreign currency transactions |
| | ||||||
Prepaid expenses |
8,535 | 57,810 | ||||||
|
|
|
|
|||||
|
||||||||
TOTAL ASSETS |
121,223,728 | 2,072,499,939 | ||||||
|
|
|
|
|||||
|
||||||||
LIABILITIES: |
||||||||
Payables: |
||||||||
Investment securities purchased |
2,405,017 | 102,776,902 | ||||||
Fund shares redeemed |
43,464 | 1,974,561 | ||||||
Net unrealized depreciation on unsettled foreign currency transactions |
1,676 | 88,501 | ||||||
Due to affiliates |
120,807 | 2,351,124 | ||||||
Audit and tax fees |
35,220 | 37,150 | ||||||
Accrued expenses |
39,148 | 236,602 | ||||||
|
|
|
|
|||||
|
||||||||
TOTAL LIABILITIES |
2,645,332 | 107,464,840 | ||||||
|
|
|
|
|||||
|
||||||||
NET ASSETS |
$ | 118,578,396 | $ | 1,965,035,099 | ||||
|
|
|
|
|||||
SHARES OUTSTANDING (Unlimited shares authorized, no par value) |
3,700,739 | 58,221,025 | ||||||
|
|
|
|
|||||
NET ASSET VALUE |
$ | 32.04 | $ | 33.75 | ||||
|
|
|
|
|||||
|
||||||||
NET ASSETS CONSISTED OF THE FOLLOWING AT JUNE 30, 2014: |
||||||||
Paid-in capital |
$ | 330,219,676 | $ | 1,733,895,206 | ||||
Accumulated net investment income (loss) |
245,686 | 1,679,790 | ||||||
Accumulated net realized gain (loss) |
(224,254,982 | ) | 21,510,942 | |||||
Unrealized net foreign exchange gain (loss) |
32,897 | (295,261 | ) | |||||
Unrealized net appreciation (depreciation) on investments |
12,335,119 | 208,244,422 | ||||||
|
|
|
|
|||||
NET ASSETS |
$ | 118,578,396 | $ | 1,965,035,099 | ||||
|
|
|
|
|||||
|
* | The cost of foreign currency was $680,961, $42,385,930, $5,201,260, $2,547,408, $97,627, $0 and $0, respectively. |
Notes to Financial Statements are an integral part of these Statements.
34
Statements of Assets and Liabilities
June 30, 2014 (unaudited)
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund |
Driehaus Mid Cap Growth Fund |
Driehaus Micro Cap Growth Fund |
||||||||||||||
$ | 296,773,423 | $ | 215,707,105 | $ | 29,151,476 | $ | 21,919,379 | $ | 85,964,786 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
$ | 339,208,669 | $ | 247,796,280 | $ | 32,406,617 | $ | 25,212,561 | $ | 102,322,985 | |||||||||
5,205,820 | 2,560,012 | 96,800 | | | ||||||||||||||
25,032,923 | 6,211,771 | 906,421 | 400,737 | 2,198,486 | ||||||||||||||
755,002 | | | | | ||||||||||||||
258,692 | 544,689 | 11,653 | 6,528 | 17 | ||||||||||||||
| | | | | ||||||||||||||
5,201,301 | 549,869 | 373,288 | 308,212 | 2,218,160 | ||||||||||||||
2,231,839 | 64,830 | | | 17,603 | ||||||||||||||
|
3,742 |
|
| | | | ||||||||||||
19,336 | 1,239 | 9,880 | 7,733 | 14,011 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|||||||||||||||
377,917,324 | 257,728,690 | 33,804,659 | 25,935,771 | 106,771,262 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|||||||||||||||
30,844,815 | 3,968,050 | 1,025,645 | 286,953 | 2,628,842 | ||||||||||||||
655,499 | 745,747 | | 2,979 | 33,189 | ||||||||||||||
|
|
|
1,378 | 1 | | | ||||||||||||
410,381 | 309,846 | 26,546 | 21,958 | 102,572 | ||||||||||||||
30,998 | 32,720 | 30,488 | 24,210 | 24,210 | ||||||||||||||
57,139 | 41,537 | 23,986 | 16,647 | 28,768 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|||||||||||||||
31,998,832 | 5,099,278 | 1,106,666 | 352,747 | 2,817,581 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|||||||||||||||
$ | 345,918,492 | $ | 252,629,412 | $ | 32,697,993 | $ | 25,583,024 | $ | 103,953,681 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
25,568,975 | 22,107,999 | 4,299,857 | 1,800,288 | 9,804,025 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
$ | 13.53 | $ | 11.43 | $ | 7.60 | $ | 14.21 | $ | 10.60 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|||||||||||||||
$ | 309,416,521 | $ | 190,597,191 | $ | 25,819,830 | $ | 19,345,366 | $ | 84,874,947 | |||||||||
489,596 | (730,643 | ) | (202,250 | ) | (199,170 | ) | (695,946 | ) | ||||||||||
(6,400,711 | ) | 30,662,064 | 3,825,912 | 3,143,646 | 3,416,481 | |||||||||||||
(22,160 | ) | 11,625 | (640 | ) | | | ||||||||||||
42,435,246 | 32,089,175 | 3,255,141 | 3,293,182 | 16,358,199 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
$ | 345,918,492 | $ | 252,629,412 | $ | 32,697,993 | $ | 25,583,024 | $ | 103,953,681 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
Notes to Financial Statements are an integral part of these Statements.
35
For the Six Months Ended June 30, 2014 (unaudited)
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
|||||||
INVESTMENT INCOME (LOSS): |
||||||||
Income: |
||||||||
Dividends* |
$ | 850,677 | $ | 15,905,983 | ||||
|
|
|
|
|||||
|
||||||||
Total income |
850,677 | 15,905,983 | ||||||
|
|
|
|
|||||
|
||||||||
Expenses: |
||||||||
Investment advisory fee |
763,251 | 13,004,474 | ||||||
Administration fee |
76,551 | 442,259 | ||||||
Professional fees |
14,770 | 135,506 | ||||||
Audit and tax fees |
28,365 | 35,505 | ||||||
Federal and state registration fees |
10,838 | 39,784 | ||||||
Custodian fees |
17,063 | 190,093 | ||||||
Transfer agent fees |
30,241 | 213,210 | ||||||
Trustees fees |
14,889 | 39,672 | ||||||
Chief compliance officer fees |
3,162 | 3,162 | ||||||
Reports to shareholders |
7,743 | 46,740 | ||||||
Miscellaneous |
13,779 | 28,681 | ||||||
|
|
|
|
|||||
Total expenses |
980,652 | 14,179,086 | ||||||
|
|
|
|
|||||
|
||||||||
Investment advisory fees recaptured (waived) |
| | ||||||
Administration fees waived |
| | ||||||
Transfer agent fees waived |
| | ||||||
Fees paid indirectly |
(7,100 | ) | (141,622 | ) | ||||
|
|
|
|
|||||
Net expenses |
973,552 | 14,037,464 | ||||||
|
|
|
|
|||||
|
||||||||
Net investment income (loss) |
(122,875 | ) | 1,868,519 | |||||
|
|
|
|
|||||
|
||||||||
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, WRITTEN OPTIONS AND FOREIGN CURRENCY TRANSACTIONS: | ||||||||
Net realized gain (loss) from security transactions |
5,250,505 | 38,610,920 | ||||||
Net realized foreign exchange gain (loss) |
(5,975 | ) | (1,327,455 | ) | ||||
Net realized gain (loss) on written options |
| | ||||||
Net change in unrealized foreign exchange gain (loss) |
11,848 | (298,392 | ) | |||||
Net change in unrealized appreciation (depreciation) on investments |
(7,558,223 | ) | 32,465,500 | |||||
|
|
|
|
|||||
|
||||||||
Net realized and unrealized gain (loss) on investments, written options and foreign currency transactions |
(2,301,845 | ) | 69,450,573 | |||||
|
|
|
|
|||||
|
||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (2,424,720 | ) | $ | 71,319,092 | |||
|
|
|
|
|||||
|
* | Dividends are net of $99,121, $1,213,313, $159,779, $202,618, $13,184, $0 and $0 nonreclaimable foreign taxes withheld, respectively. |
Notes to Financial Statements are an integral part of these Statements.
36
Statements of Operations
For the Six Months Ended June 30, 2014 (unaudited)
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund |
Driehaus Mid Cap Growth Fund |
Driehaus Micro Cap Growth Fund |
||||||||||||||
$ | 3,260,002 | $ | 2,230,919 | $ | 170,199 | $ | 69,697 | $ | 62,257 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
3,260,002 | 2,230,919 | 170,199 | 69,697 | 62,257 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
1,953,030 | 1,864,996 | 179,857 | 153,658 | 584,417 | ||||||||||||||
122,256 | 119,476 | 40,947 | 29,684 | 51,655 | ||||||||||||||
29,010 | 24,807 | 7,831 | 7,419 | 11,931 | ||||||||||||||
28,068 | 28,365 | 26,133 | 21,175 | 21,175 | ||||||||||||||
14,212 | 12,245 | 9,294 | 10,270 | 13,774 | ||||||||||||||
44,077 | 33,720 | 7,835 | 4,362 | 4,711 | ||||||||||||||
26,650 | 26,674 | 18,737 | 18,732 | 19,836 | ||||||||||||||
15,917 | 17,734 | 12,799 | 12,686 | 13,425 | ||||||||||||||
3,162 | 3,162 | 3,162 | 3,162 | 3,162 | ||||||||||||||
7,483 | 7,593 | 4,900 | 4,858 | 6,004 | ||||||||||||||
10,897 | 14,921 | 8,545 | 8,205 | 5,719 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
2,254,762 | 2,153,693 | 320,040 | 274,211 | 735,809 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
| | | (5,309 | ) | 39,026 | |||||||||||||
| | | | (2,500 | ) | |||||||||||||
| | | | (14,132 | ) | |||||||||||||
(14,449 | ) | (20,469 | ) | (1,000 | ) | (35 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
2,240,313 | 2,133,224 | 319,040 | 268,867 | 758,203 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
1,019,689 | 97,695 | (148,841 | ) | (199,170 | ) | (695,946 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
530,320 | 20,399,969 | 3,226,684 | 2,147,696 | 294,090 | ||||||||||||||
(238,715 | ) | (2,331 | ) | (11,039 | ) | | | |||||||||||
715,883 | | | | | ||||||||||||||
(35,957 | ) | 3,049 | 1,215 | | | |||||||||||||
|
15,173,845 |
|
(7,749,372 | ) | (3,247,761 | ) | (2,959,944 | ) | (1,876,580 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
|
16,145,376 |
|
12,651,315 | (30,901 | ) | (812,248 | ) | (1,582,490 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|||||||||||||||||
$ |
17,165,065 |
|
$ | 12,749,010 | $ | (179,742 | ) | $ | (1,011,418 | ) | $ | (2,278,436 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Notes to Financial Statements are an integral part of these Statements.
37
Statements of Changes in Net Assets
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
|||||||||||||||
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
|||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||
Operations: |
||||||||||||||||
Net investment income (loss) |
$ | (122,875 | ) | $ | 182,887 | $ | 1,868,519 | $ | 4,198,494 | |||||||
Net realized gain (loss) on investments, written options and foreign currency transactions |
5,244,530 | 32,911,417 | 37,283,465 | 73,336,137 | ||||||||||||
Net change in unrealized gain (loss) on investments, written options and foreign currency transactions |
(7,546,375 | ) | (7,871,491 | ) | 32,167,108 | 29,644,247 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
(2,424,720 | ) | 25,222,813 | 71,319,092 | 107,178,878 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Distributions to shareholders: |
||||||||||||||||
Net investment income |
| | | | ||||||||||||
Capital gains |
| | | (38,958,248 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total distributions to shareholders |
| | | (38,958,248 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Capital share transactions: |
||||||||||||||||
Proceeds from shares sold |
1,158,809 | 11,537,101 | 457,853,047 | 798,853,985 | ||||||||||||
Reinvestment of distributions |
| | | 36,327,537 | ||||||||||||
Cost of shares redeemed |
(14,043,384 | ) | (109,272,884 | ) | (199,090,268 | ) | (257,928,242 | ) | ||||||||
Redemption fees |
339 | 7,011 | 87,355 | 133,953 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in net assets derived from capital share transactions |
(12,884,236 | ) | (97,728,772 | ) | 258,850,134 | 577,387,233 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total increase (decrease) in net assets |
(15,308,956 | ) | (72,505,959 | ) | 330,169,226 | 645,607,863 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
NET ASSETS: |
||||||||||||||||
|
||||||||||||||||
Beginning of period |
$ | 133,887,352 | $ | 206,393,311 | $ | 1,634,865,873 | $ | 989,258,010 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
End of period |
$ | 118,578,396 | $ | 133,887,352 | $ | 1,965,035,099 | $ | 1,634,865,873 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accumulated net investment income (loss) |
$ | 245,686 | $ | 368,561 | $ | 1,679,790 | $ | (188,729 | ) | |||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Capital share transactions are as follows: |
|
|||||||||||||||
Shares issued |
36,319 | 393,225 | 14,199,398 | 24,927,434 | ||||||||||||
Shares reinvested |
| | | 1,125,389 | ||||||||||||
Shares redeemed |
(441,691 | ) | (3,697,504 | ) | (6,242,108 | ) | (8,112,206 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) from capital share transactions |
(405,372 | ) | (3,304,279 | ) | 7,957,290 | 17,940,617 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
Notes to Financial Statements are an integral part of these Statements.
38
Statements of Changes in Net Assets
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund | ||||||||||||||||||||
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
|||||||||||||||||
$ | 1,019,689 | $ | (30,018 | ) | $ | 97,695 | $ | (270,870 | ) | $ | (148,841 | ) | $ | (262,141 | ) | |||||||
1,007,488 | (1,979,980 | ) | 20,397,638 | 56,702,877 | 3,215,645 | 4,931,076 | ||||||||||||||||
15,137,888 | 13,628,441 | (7,746,323 | ) | 8,737,749 | (3,246,546 | ) | 1,410,650 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
17,165,065 | 11,618,443 | 12,749,010 | 65,169,756 | (179,742 | ) | 6,079,585 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
| (309,776 | ) | | (2,881,066 | ) | | | |||||||||||||||
| | | (27,524,912 | ) | | (4,062,770 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (309,776 | ) | | (30,405,978 | ) | | (4,062,770 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
178,829,056 | 131,452,307 | 7,686,968 | 16,017,728 | 722,714 | 710,860 | |||||||||||||||||
| 255,145 | | 25,648,585 | | 4,062,771 | |||||||||||||||||
(41,365,021 | ) | (32,737,622 | ) | (38,479,728 | ) | (40,720,045 | ) | (7,530,903 | ) | (2,454,266 | ) | |||||||||||
4,659 | 8,846 | 2,448 | 2,085 | | 66 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
137,468,694 | 98,978,676 | (30,790,312 | ) | 948,353 | (6,808,189 | ) | 2,319,431 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
154,633,759 | 110,287,343 | (18,041,302 | ) | 35,712,131 | (6,987,931 | ) | 4,336,246 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
|
|
|||||||||||||||||||||
$ | 191,284,733 | $ | 80,997,390 | $ | 270,670,714 | $ | 234,958,583 | $ | 39,685,924 | $ | 35,349,678 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 345,918,492 | $ | 191,284,733 | $ | 252,629,412 | $ | 270,670,714 | $ | 32,697,993 | $ | 39,685,924 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 489,596 | $ | (530,093 | ) | $ | (730,643 | ) | $ | (828,338 | ) | $ | (202,250 | ) | $ | (53,409 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|||||||||||||||||||||
13,471,230 | 10,815,539 | 700,436 | 1,486,659 | 92,597 | 93,997 | |||||||||||||||||
| 20,760 | | 2,447,384 | | 550,511 | |||||||||||||||||
(3,220,136 | ) | (2,780,050 | ) | (3,560,228 | ) | (3,826,073 | ) | (1,009,706 | ) | (326,797 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
10,251,094 | 8,056,249 | (2,859,792 | ) | 107,970 | (917,109 | ) | 317,711 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Notes to Financial Statements are an integral part of these Statements.
39
Statements of Changes in Net Assets
Driehaus Mid Cap Growth Fund | Driehaus Micro Cap Growth Fund | |||||||||||||||
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the period November 18, 2013 |
|||||||||||||
INCREASE (DECREASE) IN NET ASSETS: |
||||||||||||||||
Operations: |
||||||||||||||||
Net investment income (loss) |
$ | (199,170 | ) | $ | (385,004 | ) | $ | (695,946 | ) | $ | (127,358 | ) | ||||
Net realized gain (loss) on investments, written options and foreign currency transactions |
2,147,696 | 6,878,923 | 294,090 | 3,463,074 | ||||||||||||
Net change in unrealized gain (loss) on investments, written options and foreign currency transactions |
(2,959,944 | ) | 2,428,262 | (1,876,580 | ) | 18,234,779 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Net increase (decrease) in net assets resulting from operations |
(1,011,418 | ) | 8,922,181 | (2,278,436 | ) | 21,570,495 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Distributions to shareholders: |
||||||||||||||||
Net investment income |
| | | | ||||||||||||
Capital gains |
| (5,564,780 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total distributions to shareholders |
| (5,564,780 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Capital share transactions: |
||||||||||||||||
Proceeds from shares sold |
397,579 | 2,615,263 | 41,923,386 | 53,149,020 | ||||||||||||
Reinvestment of distributions |
| 5,410,540 | | | ||||||||||||
Cost of shares redeemed |
(8,082,193 | ) | (1,285,889 | ) | (10,378,191 | ) | (42,730 | ) | ||||||||
Redemption fees |
20 | 814 | 10,137 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) in net assets derived from capital share transactions |
(7,684,594 | ) | 6,740,728 | 31,555,332 | 53,106,290 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total increase (decrease) in net assets |
(8,696,012 | ) | 10,098,129 | 29,276,896 | 74,676,785 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
NET ASSETS: |
||||||||||||||||
|
||||||||||||||||
Beginning of period |
$ | 34,279,036 | $ | 24,180,907 | $ | 74,676,785 | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
End of period |
$ | 25,583,024 | $ | 34,279,036 | $ | 103,953,681 | $ | 74,676,785 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Accumulated net investment income (loss) |
$ | (199,170 | ) | $ | | $ | (695,946 | ) | $ | | ||||||
|
|
|
|
|
|
|
|
|||||||||
|
||||||||||||||||
Capital share transactions are as follows: |
|
|||||||||||||||
Shares issued |
26,843 | 166,620 | 3,813,654 | 6,954,301 | ||||||||||||
Shares reinvested |
| 379,687 | | | ||||||||||||
Shares redeemed |
(563,913 | ) | (87,563 | ) | (959,922 | ) | (4,008 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase (decrease) from capital share transactions |
(537,070 | ) | 458,744 | 2,853,732 | 6,950,293 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
* | Fund commenced operations on November 18, 2013. |
Notes to Financial Statements are an integral part of these Statements.
40
Driehaus International Discovery Fund
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
For the year ended December 31, 2009 |
|||||||||||||||||||
Net asset value, beginning of period |
$ | 32.61 | $ | 27.85 | $ | 24.27 | $ | 30.27 | $ | 27.19 | $ | 18.28 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||||
Net investment income (loss) |
(0.02 | ) | 0.03 | 0.03^ | 0.13 | ^ | (0.22 | ) | 0.00 | ~ | ||||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
(0.55 | ) | 4.73 | 3.55 | (6.13 | ) | 3.86 | 9.02 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total income (loss) from investment operations |
(0.57 | ) | 4.76 | 3.58 | (6.00 | ) | 3.64 | 9.02 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||||||
Dividends from net investment income |
| | | | (0.56 | ) | (0.11 | ) | ||||||||||||||||
Distributions from capital gains |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total distributions |
| | | | (0.56 | ) | (0.11 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
$ | 32.04 | $ | 32.61 | $ | 27.85 | $ | 24.27 | $ | 30.27 | $ | 27.19 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Return |
(1.75 | )%** | 17.09 | % | 14.75 | % | (19.85 | )% | 13.47 | % | 49.28 | % | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 118,578 | $ | 133,887 | $ | 206,393 | $ | 211,927 | $ | 338,840 | $ | 364,411 | ||||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.61 | %* | 1.65 | %¥ | 1.76 | %¥ | 1.72 | %¥ | 1.71 | % | 1.75 | % | ||||||||||||
Ratio of net expenses to average net assets |
1.59 | %*# | 1.62 | %#¥ | 1.75 | %#¥ | 1.71 | %#¥ | 1.70 | %# | 1.74 | %# | ||||||||||||
Ratio of net investment income (loss) to average net assets |
(0.20 | )%*# | 0.11 | %# | 0.11 | %# | 0.44 | %# | (0.77 | )%# | 0.07 | %# | ||||||||||||
Portfolio turnover |
75 | %** | 156 | % | 112 | % | 119 | % | 93 | % | 145 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Annualized |
** | Not Annualized |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share |
# | Such ratios are net of fees paid indirectly (see Note B in the Notes to Financial Statements). |
¥ | Ratio of expenses to average net assets includes interest expense of less than 0.005% for the years ended December 31, 2013, 2012 and 2011. The interest expense is from utilizing the line of credit (see Note F in the Notes to Financial Statements). |
Notes to Financial Statements are an integral part of this Schedule.
41
Driehaus Emerging Markets Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
For the year ended December 31, 2009 |
|||||||||||||||||||
Net asset value, beginning of period |
$ | 32.53 | $ | 30.61 | $ | 25.72 | $ | 32.20 | $ | 29.24 | $ | 17.19 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||||
Net investment income (loss) |
0.03 | 0.10 | 0.13 | 0.16 | (0.04 | )^ | (0.05 | ) | ||||||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
1.19 | 2.62 | 4.88 | (4.97 | ) | 6.84 | 12.09 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total income (loss) from investment operations |
1.22 | 2.72 | 5.01 | (4.81 | ) | 6.80 | 12.04 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||||||
Dividends from net investment income |
| | (0.12 | ) | | (0.69 | ) | | ||||||||||||||||
Distributions from capital gains |
| (0.80 | ) | | (1.67 | ) | (3.15 | ) | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total distributions |
| (0.80 | ) | (0.12 | ) | (1.67 | ) | (3.84 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.01 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
$ | 33.75 | $ | 32.53 | $ | 30.61 | $ | 25.72 | $ | 32.20 | $ | 29.24 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Return |
3.75 | %** | 8.92 | % | 19.51 | % | (15.02 | )% | 23.56 | % | 70.10 | % | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 1,965,035 | $ | 1,634,866 | $ | 989,258 | $ | 741,291 | $ | 834,311 | $ | 575,842 | ||||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.64 | %* | 1.66 | % | 1.68 | % | 1.68 | % | 1.69 | % | 1.78 | % | ||||||||||||
Ratio of net expenses to average net assets |
1.62 | %# | 1.64 | %# | 1.66 | %# | 1.64 | %# | 1.63 | %# | 1.75 | %# | ||||||||||||
Ratio of net investment income (loss) to average net assets |
0.22 | %# | 0.33 | %# | 0.48 | %# | 0.49 | %# | (0.15 | )%# | (0.30 | )%# | ||||||||||||
Portfolio turnover |
139 | %** | 264 | % | 278 | % | 342 | % | 293 | % | 275 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Annualized |
** | Not Annualized |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share |
# | Such ratios are net of fees paid indirectly (see Note B in the Notes to Financial Statements). |
Notes to Financial Statements are an integral part of this Schedule.
42
Driehaus Emerging Markets Small Cap Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the period August 22, 2011 through December 31, 2011 |
|||||||||||||
Net asset value, beginning of period |
$ | 12.49 | $ | 11.15 | $ | 8.81 | $ | 10.00 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||
Net investment income (loss) |
0.05 | (0.00 | )^~ | 0.00 | ^~ | (0.03 | ) | |||||||||
Net realized and unrealized gain (loss) on investments |
0.99 | 1.36 | 2.52 | (1.16 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total income (loss) from investment operations |
1.04 | 1.36 | 2.52 | (1.19 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||
Dividends from net investment income |
| (0.02 | ) | (0.18 | ) | | ||||||||||
Distributions from capital gains |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total distributions |
| (0.02 | ) | (0.18 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net asset value, end of period |
$ | 13.53 | $ | 12.49 | $ | 11.15 | $ | 8.81 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Return |
8.33 | %** | 12.11 | % | 28.83 | % | (11.90 | )%** | ||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||
Net assets, end of period (in 000s) |
$ | 345,918 | $ | 191,285 | $ | 80,997 | $ | 32,720 | ||||||||
Ratio of expenses before reimbursements and/or recapture, waivers and fees paid indirectly to average net assets |
1.73 | %* | 1.85 | % | 2.15 | % | 2.74 | %* | ||||||||
Ratio of net expenses to average net assets |
1.72 | %*# | 1.90 | %+# | 1.99 | %+# | 1.97 | %*+# | ||||||||
Ratio of net investment loss to average net assets |
0.78 | %*# | (0.02 | )%+# | (0.02 | )%+# | (0.91 | )%*+# | ||||||||
Portfolio turnover |
129 | %** | 223 | % | 183 | % | 74 | %** | ||||||||
|
* | Annualized |
** | Not Annualized |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share |
+ | Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, August 22, 2011. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual 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 of 2.00% of average daily net assets until August 21, 2014. |
# | Such ratios are net of fees paid indirectly (see Note B in the Notes to Financial Statements). |
Notes to Financial Statements are an integral part of this Schedule.
43
Driehaus International Small Cap Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
For the year ended December 31, 2009 |
|||||||||||||||||||
Net asset value, beginning of period |
$ | 10.84 | $ | 9.45 | $ | 8.51 | $ | 9.66 | $ | 7.64 | $ | 4.93 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||||
Net investment income (loss) |
0.00 | ~ | (0.01 | )^ | 0.03 | 0.07 | (0.06 | ) | (0.02 | ) | ||||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
0.59 | 2.74 | 0.95 | (1.17 | ) | 2.14 | 2.73 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total income (loss) from investment operations |
0.59 | 2.73 | 0.98 | (1.10 | ) | 2.08 | 2.71 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||||||
Dividends from net investment income |
| (0.13 | ) | (0.04 | ) | (0.05 | ) | (0.06 | ) | | ||||||||||||||
Distributions from capital gains |
| (1.21 | ) | | | | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total distributions |
| (1.34 | ) | (0.04 | ) | (0.05 | ) | (0.06 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
$ | 11.43 | $ | 10.84 | $ | 9.45 | $ | 8.51 | $ | 9.66 | $ | 7.64 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Return |
5.44 | %** | 29.24 | % | 11.67 | % | (11.39 | )% | 27.13 | % | 55.17 | % | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 252,629 | $ | 270,671 | $ | 234,959 | $ | 232,729 | $ | 258,446 | $ | 201,020 | ||||||||||||
Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets |
1.73 | %* | 1.73 | % | 1.76 | % | 1.73 | % | 1.75 | % | 1.87 | % | ||||||||||||
Ratio of net expenses to average net assets |
1.72 | %*# | 1.70 | %# | 1.74 | %# | 1.69 | %# | 1.72 | %+# | 1.85 | %+# | ||||||||||||
Ratio of net investment income (loss) to average net assets |
0.08 | %*# | (0.11 | )%# | 0.31 | %# | 0.66 | %# | (0.76 | )%+# | (0.54 | )%+# | ||||||||||||
Portfolio turnover |
136 | %** | 320 | % | 280 | % | 311 | % | 298 | % | 265 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Annualized |
** | Not Annualized |
^ | Net investment income (loss) per share has been calculated using the average shares method. |
~ | Amount represents less than $0.01 per share |
+ | Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, September 17, 2007. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual 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 of 2.00% of average daily net assets until September 16, 2010. |
# | Such ratios are net of fees paid indirectly (see Note B in the Notes to Financial Statements). |
Notes to Financial Statements are an integral part of this Schedule.
44
Driehaus Global Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
For the year ended December 31, 2009 |
|||||||||||||||||||
Net asset value, beginning of period |
$ | 7.61 | $ | 7.22 | $ | 6.58 | $ | 9.01 | $ | 7.59 | $ | 4.98 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||||
Net investment income (loss) |
(0.04 | ) | (0.05 | ) | (0.05 | ) | (0.10 | ) | (0.11 | ) | (0.05 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investments and foreign currency transactions |
0.03 | 1.31 | 1.00 | (1.53 | ) | 1.55 | 2.66 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total income (loss) from investment operations |
(0.01 | ) | 1.26 | 0.95 | (1.63 | ) | 1.44 | 2.61 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||||||
Dividends from net investment income |
| | | | (0.02 | ) | | |||||||||||||||||
Distributions from capital gains |
| (0.87 | ) | (0.31 | ) | (0.80 | ) | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total distributions |
| (0.87 | ) | (0.31 | ) | (0.80 | ) | (0.02 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redemption fees added to paid-in capital |
| 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | | 0.00 | ~ | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
$ | 7.60 | $ | 7.61 | $ | 7.22 | $ | 6.58 | $ | 9.01 | $ | 7.59 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Return |
0.00 | %** | 17.79 | % | 14.36 | % | (18.15 | )% | 19.00 | % | 52.41 | % | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 32,698 | $ | 39,686 | $ | 35,350 | $ | 35,580 | $ | 52,719 | $ | 40,301 | ||||||||||||
Ratio of expenses before reimbursements and/or recapture, waivers and fees paid indirectly to average net assets |
1.78 | %* | 1.93 | % | 2.02 | %¥ | 1.88 | %¥ | 1.81 | % | 2.34 | % | ||||||||||||
Ratio of net expenses to average net assets |
1.77 | %*# | 1.92 | %# | 2.01 | %#¥ | 1.97 | %+#¥ | 2.00 | %+# | 2.00 | %+# | ||||||||||||
Ratio of net investment income (loss) to average net assets |
(0.83 | )%*# | (0.72 | )%# | (0.62 | )%# | (1.08 | )%+# | (1.37 | )%+# | (1.09 | )%+# | ||||||||||||
Portfolio turnover |
99 | %** | 163 | % | 103 | % | 142 | % | 145 | % | 119 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Annualized |
** | Not Annualized |
~ | Amount represents less than $0.01 per share |
+ | Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements and/or recapture, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, May 1, 2008. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual 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 of 2.00% of average daily net assets until April 30, 2011. |
# | Such ratios are net of fees paid indirectly (see Note B in the Notes to Financial Statements). |
¥ | Ratio of expenses to average net assets includes interest expense of less than 0.005% for the years ended December 31, 2012 and 2011. The interest expense is from utilizing the line of credit (see Note F in the Notes to Financial Statements). |
Notes to Financial Statements are an integral part of this Schedule.
45
Driehaus Mid Cap Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
For the period April 27, 2009 through December 31, 2009 |
|||||||||||||||||||
Net asset value, beginning of period |
$ | 14.67 | $ | 12.87 | $ | 12.53 | $ | 13.69 | $ | 11.63 | $ | 10.00 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||||
Net investment income (loss) |
(0.11 | ) | (0.16 | ) | (0.10 | ) | (0.16 | ) | (0.14 | ) | (0.08 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investments |
(0.35 | ) | 4.79 | 1.61 | (0.14 | ) | 3.25 | 2.85 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total income (loss) from investment operations |
(0.46 | ) | 4.63 | 1.51 | (0.30 | ) | 3.11 | 2.77 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LESS DISTRIBUTIONS: |
||||||||||||||||||||||||
Dividends from net investment income |
| | | | | | ||||||||||||||||||
Distributions from capital gains |
| (2.83 | ) | (1.17 | ) | (0.86 | ) | (1.05 | ) | (1.14 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total distributions |
| (2.83 | ) | (1.17 | ) | (0.86 | ) | (1.05 | ) | (1.14 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redemption fees added to paid-in capital |
0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | 0.00 | ~ | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
$ | 14.21 | $ | 14.67 | $ | 12.87 | $ | 12.53 | $ | 13.69 | $ | 11.63 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Return |
(3.14 | )%** | 36.61 | % | 11.97 | % | (2.15 | )% | 26.59 | % | 27.66 | %** | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period (in 000s) |
$ | 25,583 | $ | 34,279 | $ | 24,181 | $ | 21,895 | $ | 21,573 | $ | 14,821 | ||||||||||||
Ratio of expenses before reimbursements and waivers to average net assets |
1.78 | %* | 1.85 | % | 1.97 | % | 1.95 | % | 2.47 | % | 2.82 | %* | ||||||||||||
Ratio of net expenses to average net assets |
1.75 | %*+ | 1.75 | %+ | 1.75 | %+ | 1.75 | %+ | 1.75 | %+ | 1.75 | %*+ | ||||||||||||
Ratio of net investment income (loss) to average net assets |
(1.30 | )%*+ | (1.33 | )%+ | (0.78 | )%+ | (1.13 | )%+ | (1.39 | )%+ | (1.15 | )%*+ | ||||||||||||
Portfolio turnover |
97 | %** | 199 | % | 123 | % | 193 | % | 182 | % | 208 | %** | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
* | Annualized |
** | Not Annualized |
~ | Amount represents less than $0.01 per share |
+ | Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, April 27, 2009. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual 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 of 1.75% of average daily net assets until April 30, 2015. |
Notes to Financial Statements are an integral part of this Schedule.
46
Driehaus Micro Cap Growth Fund
Financial Highlights
For the six month period January 1, 2014 through June 30, 2014 (unaudited) |
For the period November 18, 2013 through December 31, 2013 |
|||||||
Net asset value, beginning of period |
$ | 10.74 | $ | 10.00 | ||||
|
|
|
|
|||||
INCOME (LOSS) FROM INVESTMENT OPERATIONS: |
||||||||
Net investment income (loss) |
(0.07 | ) | (0.02 | ) | ||||
Net realized and unrealized gain (loss) on investments |
(0.07 | ) | 0.76 | |||||
|
|
|
|
|||||
Total income (loss) from investment operations |
(0.14 | ) | 0.74 | |||||
|
|
|
|
|||||
LESS DISTRIBUTIONS: |
||||||||
Dividends from net investment income |
| | ||||||
Distributions from capital gains |
| | ||||||
|
|
|
|
|||||
Total distributions |
| | ||||||
|
|
|
|
|||||
Net asset value, end of period |
$ | 10.60 | $ | 10.74 | ||||
|
|
|
|
|||||
Total Return |
(1.30 | )%** | 7.40 | %** | ||||
RATIOS/SUPPLEMENTAL DATA |
||||||||
Net assets, end of period (in 000s) |
$ | 103,954 | $ | 74,677 | ||||
Ratio of expenses before reimbursements and waivers and fees recaptured, if any to average net assets |
1.57 | %* | 2.28 | %* | ||||
Ratio of net expenses to average net assets |
1.62 | %*+ | 1.70 | %*+ | ||||
Ratio of net investment income (loss) to average net assets |
(1.49 | )%*+ | (1.55 | )%*+ | ||||
Portfolio turnover |
91 | %** | 21 | %** | ||||
|
* | Annualized |
** | Not Annualized |
+ | Such ratios are after administrative and transfer agent waivers and adviser expense reimbursements, when applicable. BNY Mellon Investment Servicing (US) Inc., the administrative agent and transfer agent, waived a portion of its fees beginning with the Funds commencement of operations, November 18, 2013. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual 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 of 1.70% of average daily net assets until November 18, 2016. |
Notes to Financial Statements are an integral part of this Schedule.
47
Driehaus Mutual Funds
Notes to Financial Statements (unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Driehaus Mutual Funds (the Trust) is a registered management investment company, organized as a Delaware statutory trust, with ten separate series currently in operation. The Trust was organized under an Agreement and Declaration of Trust dated May 31, 1996, as subsequently amended and restated as of June 6, 2013, and may issue an unlimited number of full and fractional units of beneficial interest (shares) without par value. The seven series (Funds or each a Fund) included in this report are as follows:
Fund | Commencement of Operations | |||
Driehaus International Discovery Fund |
12/31/98 | |||
Driehaus Emerging Markets Growth Fund |
12/31/97 | |||
Driehaus Emerging Markets Small Cap Growth Fund |
08/22/11 | |||
Driehaus International Small Cap Growth Fund* |
09/17/07 | |||
Driehaus Global Growth Fund |
05/01/08 | |||
Driehaus Mid Cap Growth Fund** |
04/27/09 | |||
Driehaus Micro Cap Growth |
11/18/13 | |||
|
* | On December 29, 2010, the Driehaus International Small Cap Growth Fund was closed to new investors. |
** | On July 11, 2014, the Driehaus Mid Cap Growth Fund was closed to new investors and was liquidated on August 13, 2014. |
The investment objective of each Fund is to maximize capital appreciation.
Driehaus International Discovery Fund seeks to achieve its objective by generally investing in equity securities of non-U.S. companies exhibiting strong growth characteristics.
Driehaus Emerging Markets Growth Fund seeks to achieve its objective by investing primarily in equity securities of emerging markets companies.
Driehaus Emerging Markets Small Cap Growth Fund seeks to achieve its objective by investing primarily in equity securities of small capitalization emerging markets companies.
Driehaus International Small Cap Growth Fund seeks to achieve its objective by investing primarily in equity securities of smaller capitalization non-U.S. companies exhibiting strong growth characteristics.
Driehaus Global Growth Fund seeks to achieve its objective by investing primarily in equity securities of both U.S. and non-U.S. companies exhibiting strong growth characteristics.
Driehaus Mid Cap Growth Fund seeks to achieve its objective by investing primarily in equity securities of mid capitalization U.S. companies exhibiting strong growth characteristics.
Driehaus Micro Cap Growth Fund seeks to achieve its objective by investing primarily in equity securities of micro capitalization U.S. companies exhibiting strong growth characteristics.
Fiscal Year-End
The fiscal year-end for the Funds is December 31.
Securities Valuation and Transactions
Equity securities and exchange-traded options are valued at the last sale price as of the close of the primary exchange or other designated time. In addition, if quotations are not readily available, if the values have been materially affected by events occurring after the closing of a foreign market, or if there has been a movement in the United States market that exceeds a certain threshold, assets may be valued at fair value as determined in good faith by or under the direction of the Trusts Board of Trustees. Events that may materially affect asset values that could cause a fair value determination include, but are not limited to: corporate announcements relating to a specific security; natural and other disasters which may impact an
48
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
entire market or region; and political and other events which may be global or impact a particular country or region. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. To the extent utilized, securities would be considered level 2 in the hierarchy described below. Substantially all transfers between level 1 and level 2 relate to the use of these procedures.
Each Fund is subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-level hierarchy for fair valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows:
Level 1 quoted prices in active markets for identical securities
Level 2 significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The summary of the Funds investments that are measured at fair value by level within the fair value hierarchy as of June 30, 2014 is as follows:
Fund |
Total Value at June 30, 2014 |
Level 1 Quoted Price |
Level 2 Significant Observable Inputs |
Level
3 Significant Unobservable Inputs |
||||||||||||
Driehaus International Discovery Fund |
||||||||||||||||
Investments in Securities* |
$ | 115,892,662 | $ | 115,892,662 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus Emerging Markets Growth Fund |
||||||||||||||||
Equity Securities: |
||||||||||||||||
Africa |
$ | 122,191,620 | $ | 122,191,620 | $ | | $ | | ||||||||
Europe |
256,380,158 | 224,240,799 | 32,139,359 | |||||||||||||
Far East |
971,173,017 | 971,173,017 | | | ||||||||||||
Middle East |
32,732,912 | 32,732,912 | | | ||||||||||||
North America |
224,898,160 | 224,898,160 | | | ||||||||||||
South America |
239,292,136 | 239,292,136 | | | ||||||||||||
Equity Certificates* |
19,694,167 | | 19,694,167 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments |
$ | 1,866,362,170 | $ | 1,814,528,644 | $ | 51,833,526 | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus Emerging Markets Small Cap Growth Fund |
||||||||||||||||
Assets: |
||||||||||||||||
Equity Securities* |
$ | 285,377,116 | $ | 285,377,116 | $ | | $ | | ||||||||
Equity Certificates* |
51,546,553 | | 51,546,553 | | ||||||||||||
Purchased Call Options by Risk Category Equity Contracts |
375,000 | 375,000 | | | ||||||||||||
Purchased Put Options by Risk Category Commodity Contracts |
40,000 | 40,000 | | | ||||||||||||
Equity Contracts |
1,870,000 | 1,870,000 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments |
$ | 339,208,669 | $ | 287,662,116 | $ | 51,546,553 | $ | | ||||||||
|
|
|
|
|
|
|
|
49
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
Fund |
Total Value at June 30, 2014 |
Level 1 Quoted Price |
Level 2 Significant Observable Inputs |
Level
3 Significant Unobservable Inputs |
||||||||||||
Driehaus International Small Cap Growth Fund |
||||||||||||||||
Investments in Securities* |
$ | 247,796,280 | $ | 247,796,280 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus Global Growth Fund |
||||||||||||||||
Investments in Securities* |
$ | 32,406,617 | $ | 32,406,617 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus Mid Cap Growth Fund |
||||||||||||||||
Investments in Securities* |
$ | 25,212,561 | $ | 25,212,561 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Driehaus Micro Cap Growth Fund |
||||||||||||||||
Investments in Securities* |
$ | 102,322,985 | $ | 102,322,985 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
* | See Schedule of Investments for industry and/or country breakout. |
Transfers between levels, if any, are recognized as of the last day in the fiscal quarter of the period in which the event or change in circumstances that caused the reclassification occurred. The Funds used observable inputs in their valuation methodologies whenever they were available and deemed reliable.
When fair value pricing is employed, the prices of securities used by a Fund to calculate its net asset value may differ from closing prices for the same securities, which means that a Fund may value those securities higher or lower than another fund that does not employ fair value. In addition, the fair value price may differ materially from the value a Fund may ultimately realize.
For the period ended June 30, 2014, securities with the end of period value of $681,170 held by Driehaus Emerging Markets Small Cap Growth Fund were transferred from level 2 to level 1. For the period ended June 30, 2014, securities with end of period values of $13,878,183 and $24,438,533 held by Driehaus Emerging Markets Growth Fund and Driehaus Emerging Markets Small Cap Growth Fund, respectively, were transferred from level 1 to level 2.
Securities transactions are accounted for on trade date. The cost of investments sold is determined by the use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis. Dividend income, net of non-reclaimable foreign taxes withheld, is recorded on the ex-dividend date or as soon as the information is available. Income and expenses are accrued daily.
Options Contracts
The Funds are subject to equity and other risk exposures in the normal course of pursuing their investment objective. The Funds may use options contracts to hedge their portfolio or a portion thereof or speculatively for the purpose of profiting from a decline in the market value of a security.
The Funds may write covered call and put options on futures, securities or currencies the Funds own or in which they may invest. Writing put options tends to increase a Funds exposure to the underlying instrument. Writing call options tends to decrease a Funds exposure to the underlying instrument. When a Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked-to-market to reflect the current value of the option written. These liabilities are reflected as written options outstanding in the Schedule of Investments. Payments received or made, if any, from writing options with premiums to be determined on a future date are reflected as such in the Schedule of Investments. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying future, security or currency transaction to determine the realized gain or loss. A Fund, as a writer of an option, has no control over whether the underlying future, security or currency may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price
50
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
of the future, security or currency underlying the written option. The risk exists that a Fund may not be able to enter into a closing transaction because of an illiquid market.
For the period January 1, 2014 through June 30, 2014, the average volume of purchased and written options for Driehaus Emerging Markets Small Cap Growth Fund was $3,368,024 and $94,338, respectively.
The premiums received and the number of option contracts written during the period ended June 30, 2014, were as follows:
Driehaus Emerging Markets Small Cap Growth Fund |
Number of Contracts |
Premiums Received |
||||||
Options outstanding at December 31, 2013 |
| $ | | |||||
Options written |
99,215 | 3,309,804 | ||||||
Options closed |
(82,215 | ) | (3,026,790 | ) | ||||
Options expired |
(17,000 | ) | (283,014 | ) | ||||
|
|
|
|
|||||
Options outstanding at June 30, 2014 |
| $ | | |||||
|
|
|
|
The Funds may also purchase put and call options. Purchasing call options tends to increase a Funds exposure to the underlying instrument. Purchasing put options tends to decrease a Funds exposure to the underlying instrument. A Fund pays a premium which is included in its Schedule of Investments as an investment and subsequently marked-to-market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying future, security or currency transaction to determine the realized gain or loss. When entering into purchased option contracts, a Fund bears the risk of securities prices moving unexpectedly, in which case, a Fund may not achieve the anticipated benefits of the purchased option contracts; however, the risk of loss is limited to the premium paid. As of June 30, 2014, the Funds had outstanding options as listed on the Schedule of Investments.
Equity Certificates
The Funds may invest in equity certificates which allow the Funds to participate in the appreciation (depreciation) of the underlying security without actually owning the underlying security. These derivative instruments are purchased pursuant to an agreement with a financial institution and are valued at a calculated market price based on the value of the underlying security in accordance with the agreement. These equity certificates are subject to the credit risk of the issuing financial institution. There is no off-balance sheet risk associated with equity certificates and the Funds potential loss is limited to the purchase price of the securities. The Funds are exposed to credit risk associated with the counterparty to the transaction, which is monitored by the Funds management on a periodic basis.
On June 30, 2014, Driehaus Emerging Markets Growth Fund and Driehaus Emerging Markets Small Cap Growth Fund had unrealized appreciation of $3,917,796 and $13,253,786, respectively, as a result of their investments in these financial instruments. The aggregate market values of these certificates for Driehaus Emerging Markets Growth Fund and Driehaus Emerging Markets Small Cap Growth Fund represented 1.1% and 15.2%, respectively, of their total market values at June 30, 2014.
Derivative Investment Holdings Categorized by Risk Exposure
Each Fund is subject to the Financial Accounting Standards Boards (FASB) Disclosures about Derivative Instruments and Hedging Activities (the Derivatives Statement). The Derivatives Statement amends and expands disclosures about derivative instruments and hedging activities. The Derivatives Statement is intended to improve financial reporting about derivative instruments requiring enhanced disclosures to enable investors to better understand how and why the Funds use derivative instruments, how these derivative instruments are accounted for and their effects on the Funds financial position and results of operations.
51
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
The following table sets forth the fair value and the location in the Statement of Assets and Liabilities of the Driehaus Emerging Markets Growth Funds derivative contracts by primary risk exposure as of June 30, 2014:
Asset derivatives |
||||||
Risk exposure category |
Statement of Assets and Liabilities location |
Fair value | ||||
Equity contracts |
Investments, at market value | $ | 19,694,167 | |||
|
|
|
|
The following table sets forth the fair value and the location in the Statement of Assets and Liabilities of the Driehaus Emerging Markets Small Cap Growth Funds derivative contracts by primary risk exposure as of June 30, 2014:
Asset derivatives |
||||||
Risk exposure category |
Statement of Assets and Liabilities location |
Fair value | ||||
Equity contracts* |
Investments, at market value | $ | 53,791,553 | |||
Commodity contracts* |
Investments, at market value | 40,000 | ||||
|
|
|
|
* | Includes cumulative appreciation (depreciation) of options contracts shown in the Schedule of Investments. |
The following table sets forth the Driehaus Emerging Markets Growth Funds realized gain (loss) by primary risk exposure and by type of derivative contract for the period January 1, 2014 through June 30, 2014.
Amount of realized gain (loss) on derivatives | ||||
Risk exposure category |
Equity Certificates | |||
Equity contracts |
$ | 10,520,997 | ||
|
|
|
The following table sets forth the Driehaus Emerging Markets Small Cap Growth Funds realized gain (loss) by primary risk exposure and by type of derivative contract for the period January 1, 2014 through June 30, 2014.
Amount of realized gain (loss) on derivatives | ||||||||||||
Risk exposure category |
Equity Certificates | Purchased Options | Written Options | |||||||||
Equity contracts |
$ | 5,317,758 | $ | (9,003,459 | ) | $ | 715,883 | |||||
Commodity contracts |
| 221,554 | | |||||||||
|
|
|
|
|
|
|
The following table sets forth the Driehaus Emerging Markets Growth Funds change in unrealized appreciation (depreciation) by primary risk exposure and by type of derivative contract for the period January 1, 2014 through June 30, 2014.
Change in unrealized appreciation (depreciation) on derivatives | ||||
Risk exposure category |
Equity Certificates | |||
Equity contracts |
$ | 3,807,685 | ||
|
|
|
The following table sets forth the Driehaus Emerging Markets Small Cap Growth Funds change in unrealized appreciation (depreciation) by primary risk exposure and by type of derivative contract for the period January 1, 2014 through June 30, 2014.
Change in unrealized appreciation (depreciation) on derivatives | ||||||||
Risk exposure category |
Equity Certificates | Purchased Options | ||||||
Equity contracts |
$ | 7,498,033 | $ | (857,819 | ) | |||
Commodity contracts |
| (190,401 | ) | |||||
|
|
|
|
|
Federal Income Taxes
No provision is made for Federal income taxes since each Fund has elected or will elect to be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code (the Code) and has
52
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
made and declared all the required distributions to its shareholders in amounts sufficient to relieve each Fund from all or substantially all Federal income and excise taxes under provisions of current Federal tax law.
Each Fund is subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. Taxable years ending 2013, 2012, 2011 and 2010 remain open to Federal and state audit. As of June 30, 2014, management has evaluated the application of these standards to each Fund, and has determined that no provision for income tax is required in each Funds financial statements for uncertain tax provisions. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the year, the Funds did not incur any interest or penalties. The Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Foreign taxes are provided for based on the Funds understanding of the tax rules and regulations that exist in the foreign markets in which they invest.
The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from U.S. generally accepted accounting principles.
For the year ended December 31, 2013, reclassifications were recorded to undistributed net investment income, undistributed net realized gain and paid-in capital for any permanent tax differences. These reclassifications relate primarily to foreign currency losses, sales of passive foreign investment companies, net operating losses and capital loss carryforwards expiring. Results of operations and net assets were not affected by these reclassifications.
For Federal income tax purposes, capital loss carryforwards represent net capital losses of a Fund that may be carried forward for a maximum period of eight years and applied against future net realized gains. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 was enacted to modernize several of the Federal income and excise tax provisions related to regulated investment companies. Under pre-enactment law, capital losses could be carried forward for up to eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. New net capital losses (those earned in taxable years beginning after December 22, 2010) may be carried forward indefinitely and must retain the character of the original loss. Such new net capital losses generally must be used by a regulated investment company before it uses any net capital losses incurred in taxable years beginning on or before December 22, 2010. This increases the likelihood that net capital losses incurred in taxable years beginning on or before December 22, 2010 will expire unused. The following table shows the expiration dates for capital loss carryover from pre-enactment taxable years and the amounts of capital loss carryover, if any, by each of the applicable Funds as of December 31, 2013.
Pre-Enactment Net Capital Loss Carryover Expiring In |
Post-Enactment Unlimited Period of Net Capital Loss Carryover |
|||||||||||||||||||
Fund |
2016 | 2017 | Short- Term |
Long- Term |
Accumulated Capital Loss Carryover |
|||||||||||||||
Driehaus International Discovery Fund |
$ | 119,874,502 | $ | 109,113,076 | $ | | $ | | $ | 228,987,578 | ||||||||||
Driehaus Emerging Markets Small Cap Growth Fund |
| | 6,730,035 | | 6,730,035 |
During the year ended December 31, 2013, Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund and Driehaus International Small Cap Growth Fund utilized $32,972,648, $46,914,023 and $16,027,905 of capital loss carryforwards, respectively.
Pursuant to federal income tax rules applicable to regulated investment companies, the Funds may elect to treat certain capital losses between November 1 and December 31 as occurring on the first day of the
53
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
following tax year. For the year ended December 31, 2013, the following qualified late-year losses were deferred and recognized on January 1, 2014.
Fund |
Late-Year Ordinary Loss Deferral |
Short-Term Capital Loss Deferral |
Long-Term Capital Loss Deferral |
Total | ||||||||||||
Driehaus Emerging Markets Growth Fund |
$ | 188,729 | $ | 12,119,097 | $ | | $ | 12,307,826 | ||||||||
Driehaus Emerging Markets Small Cap Growth Fund |
75,337 | | | 75,337 | ||||||||||||
Driehaus Global Growth Fund |
| 146,129 | | 146,129 |
Distributions to Shareholders
The Funds had no distributions during the six months ended June 30, 2014.
The tax character of distributions paid during the fiscal year ended December 31, 2013 was as follows:
Distributions paid from: |
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund |
Driehaus Mid Cap Growth Fund |
Driehaus Micro Cap Growth Fund |
|||||||||||||||||||||
Ordinary income |
$ | | $ | | $ | 309,776 | $ | 16,561,929 | $ | 302,140 | $ | 2,203,195 | $ | | ||||||||||||||
Net long-term capital gain |
| 38,958,248 | | 13,844,049 | 3,760,630 | 3,361,585 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total distributions paid |
$ | | $ | 38,958,248 | $ | 309,776 | $ | 30,405,978 | $ | 4,062,770 | $ | 5,564,780 | $ | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax character of distributions paid during the fiscal year ended December 31, 2012 was as follows:
Distributions paid from: |
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund |
Driehaus Mid Cap Growth Fund |
Driehaus Large Cap Growth Fund |
|||||||||||||||||||||
Ordinary income |
$ | | $ | 3,661,528 | $ | 1,246,733 | $ | 1,069,444 | $ | | $ | | $ | 116,590 | ||||||||||||||
Net long-term capital gain |
| | | | 1,436,164 | 2,022,728 | 1,667,897 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total distributions paid |
$ | | $ | 3,661,528 | $ | 1,246,733 | $ | 1,069,444 | $ | 1,436,164 | $ | 2,022,728 | $ | 1,784,487 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013, the components of net assets on a tax basis were as follows:
Distributions paid from: |
Driehaus International Discovery Fund |
Driehaus Emerging Markets Growth Fund |
Driehaus Emerging Markets Small Cap Growth Fund |
Driehaus International Small Cap Growth Fund |
Driehaus Global Growth Fund |
Driehaus Mid Cap Growth Fund |
Driehaus Micro Cap Growth Fund |
|||||||||||||||||||||
Undistributed ordinary income |
$ | 906,878 | $ | | $ | | $ | 9,608,595 | $ | 212,176 | $ | 620,178 | $ | 1,275,778 | ||||||||||||||
Undistributed long-term capital gain |
| | | 2,538,174 | 633,199 | 429,896 | 2,251,542 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated earnings |
$ | 906,878 | $ | | $ | | $ | 12,146,769 | $ | 845,375 | $ | 1,050,074 | $ | 3,527,320 | ||||||||||||||
Paid-in capital |
343,103,912 | 1,475,045,072 | 171,947,827 | 221,387,503 | 32,628,019 | 27,029,960 | 53,319,615 | |||||||||||||||||||||
Accumulated capital and other losses |
(228,987,578 | ) | (12,307,826 | ) | (6,805,372 | ) | | (146,129 | ) | | | |||||||||||||||||
Unrealized appreciation (depreciation) on foreign currency |
35,996 | 3,131 | 14,989 | 17,812 | (364 | ) | | | ||||||||||||||||||||
Unrealized appreciation on investments |
18,828,144 | 172,125,496 | 26,127,289 | 37,118,630 | 6,539,023 | 6,199,002 | 17,829,850 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net assets |
$ | 133,887,352 | $ | 1,634,865,873 | $ | 191,284,733 | $ | 270,670,714 | $ | 39,685,924 | $ | 34,279,036 | $ | 74,676,785 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
The differences between book-basis and tax-basis unrealized appreciation are attributable primarily to the tax deferral of losses on wash sales and passive foreign investment company (PFIC) mark-to-market.
Foreign Currency Translation
Foreign currency and equity securities not denominated in U.S. dollars are translated into U.S. dollar values based upon the current rates of exchange on the date of the Funds valuations.
Net realized foreign exchange gains or losses which are reported by the Funds result from currency gains and losses on transaction hedges arising from changes in exchange rates between the trade and settlement dates on spot contracts underlying securities transactions and the difference between the amounts accrued for dividends, interest, and foreign taxes and the amounts actually received or paid in U.S. dollars for these items. Net unrealized foreign exchange gains and losses result from changes in the U.S. dollar value of assets and liabilities (other than investments in securities), which are denominated in foreign currencies, as a result of changes in exchange rates.
Net realized foreign exchange gains or losses on portfolio hedges result from the use of spot contracts to hedge portfolio positions denominated or quoted in a particular currency in order to reduce or limit exposure in that currency. The Funds had no portfolio hedges during the six months ended June 30, 2014.
The Funds do not isolate that portion of the results of operations which results from fluctuations in foreign exchange rates on investments. These fluctuations are included with the net realized gain (loss) from security transactions and the net change in unrealized appreciation (depreciation) of investments.
Use of Estimates
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net increases or decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Indemnifications
Under the Trusts organizational documents, the officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that provide general indemnifications to other parties. The Funds maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.
Subsequent Event
The Board of Trustees of the Trust (the Board) has determined to terminate and liquidate the Driehaus Mid Cap Growth Fund (the Mid Cap Fund). The Mid Cap Fund ceased accepting purchase orders as of July 11, 2014 and, as of August 1, 2014, began the process of liquidating the portfolio. The Mid Cap Fund made a liquidating distribution to its shareholders on August 13, 2014 and has terminated.
B. INVESTMENT ADVISORY FEES, TRANSACTIONS WITH AFFILIATES, AND ADMINISTRATIVE FEES
Richard H. Driehaus, an Interested Trustee of the Trust, is also the Chairman of the Board of Driehaus Capital Management LLC (DCM or the Adviser), a registered investment adviser, and of Driehaus Securities LLC (DS LLC or the Distributor), a registered broker-dealer.
DCM serves as the Funds investment adviser. In return for its services to the Funds, DCM receives monthly fees. Driehaus International Discovery Fund and Driehaus Micro Cap Growth Fund each pay the Adviser a monthly fee computed and accrued daily at an annual rate of 1.25% of each Funds average daily net assets. Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap
55
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
Growth Fund and Driehaus International Small Cap Growth Fund each pay the Adviser a monthly fee computed and accrued daily at an annual rate of 1.50% of each Funds average daily net assets. Driehaus Global Growth Fund and Driehaus Mid Cap Growth Fund each pay the Adviser a monthly fee computed and accrued daily at an annual rate of 1.00% of each Funds average daily net assets.
DCM has entered into an agreement to cap Driehaus Emerging Markets Small Cap Growth Funds annual operating expenses (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) at 2.00% of average daily net assets until August 21, 2014. For a period of three years subsequent to the Funds commencement of operations, DCM 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. For the six months ended June 30, 2014, DCM did not waive or recapture fees for Driehaus Emerging Markets Small Cap Growth Fund under this agreement.
DCM has entered into an agreement to cap Driehaus Mid Cap Growth Funds annual operating expenses (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) at 1.75% of average daily net assets until April 30, 2015. For a period of three years subsequent to the date the waiver or reimbursement was made, DCM 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. For the six months ended June 30, 2014, DCM waived fees for Driehaus Mid Cap Growth Fund totaling $5,309 under this agreement and the amount of potential recovery expiring December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 was $48,478, $52,090, $27,897 and $5,309 respectively.
DCM has entered into an agreement to cap Driehaus Micro Cap Growth Funds annual operating expenses (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures and extraordinary expenses) at 1.70% of average daily net assets until November 18, 2016. For a period of three years subsequent to the Funds commencement of operations, DCM 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. For the period ended June 30, 2014, DCM recaptured fees for Driehaus Micro Cap Growth Fund totaling $39,026 under this agreement and there are no additional amounts subject to recapture.
The amounts accrued and payable to DCM during the six months ended June 30, 2014, are as follows:
Fund | Advisory Fees |
Advisory Fees Payable (included in Due to affiliates) |
||||||
Driehaus International Discovery Fund |
$ | 763,251 | $ | 120,807 | ||||
Driehaus Emerging Markets Growth Fund |
13,004,474 | 2,351,124 | ||||||
Driehaus Emerging Markets Small Cap Growth Fund |
1,953,030 | 410,381 | ||||||
Driehaus International Small Cap Growth Fund |
1,864,996 | 309,846 | ||||||
Driehaus Global Growth Fund |
179,857 | 26,546 | ||||||
Driehaus Mid Cap Growth Fund |
153,658 | 21,958 | ||||||
Driehaus Micro Cap Growth Fund |
584,417 | 102,572 | ||||||
|
|
|
|
|
The Funds direct certain portfolio trades, subject to obtaining the best price and execution, to brokers who have agreed to pay a portion of the Funds operating expenses using part of the commissions generated. For the six months ended June 30, 2014, these arrangements reduced the expenses of Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Global Growth Fund, Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund by $7,100 (0.7%), $141,622 (1.0%), $14,449 (0.6%), $20,469 (1.0%), $1,000 (0.3%), $35 (0.0%) and $0 (0.0%), respectively.
Certain officers of the Trust are also officers of DCM and DS LLC. The Funds pay a portion of the Chief Compliance Officers salary and bonus. No other officers received compensation from the Funds.
56
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
BNY Mellon Investment Servicing (US) Inc. (BNY Mellon) serves as the Funds administrative and accounting agent. In compensation for these services, BNY Mellon receives the larger of a monthly minimum fee or a monthly fee based upon average net assets. For the six months ended June 30, 2014, BNY Mellon waived $2,500 for administrative and accounting fees for Driehaus Micro Cap Growth Fund. BNY Mellon also acts as the transfer agent and dividend disbursing agent for the Funds. For these services, BNY Mellon earns a monthly fee based on shareholder processing activity during the month. BNY Mellon has agreed to waive a portion of its monthly fee for transfer agent service for the first two years of operations for Driehaus Micro Cap Growth Fund. For the six months ended June 30, 2014, BNY Mellon waived $14,132 for Driehaus Micro Cap Growth Fund.
C. OTHER FINANCIAL INSTRUMENTS
The Funds enter into foreign currency spot contracts to facilitate transactions in foreign denominated securities. These spot contracts are typically open for 2 to 5 days, depending on the settlement terms of the underlying security transaction. On June 30, 2014, the Funds had foreign currency spot contracts outstanding under which they are obligated to exchange currencies at specified future dates. The unrealized appreciation or depreciation on spot contracts is reflected as a separate line item in the Statement of Assets and Liabilities. On June 30, 2014, the Funds currency transactions were limited to transaction hedges.
D. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of investment securities, other than short-term obligations and options, for the six months ended June 30, 2014 were as follows:
Fund | Purchases | Sales | ||||||
Driehaus International Discovery Fund |
$ | 91,435,924 | $ | 104,745,074 | ||||
Driehaus Emerging Markets Growth Fund |
2,532,111,478 | 2,305,873,814 | ||||||
Driehaus Emerging Markets Small Cap Growth Fund |
437,242,530 | 308,215,361 | ||||||
Driehaus International Small Cap Growth Fund |
330,853,210 | 362,975,997 | ||||||
Driehaus Global Growth Fund |
35,229,118 | 42,108,743 | ||||||
Driehaus Mid Cap Growth Fund |
28,599,419 | 36,835,177 | ||||||
Driehaus Micro Cap Growth Fund |
112,702,489 | 82,335,738 | ||||||
|
|
|
|
|
E. RESTRICTED SECURITIES
Restricted securities are securities that are not registered for sale under the Securities Act of 1933 or applicable foreign law and that may be re-sold only in transactions exempt from applicable registration. Restricted securities include Rule 144A securities which may be sold normally to qualified institutional buyers. On June 30, 2014, the Funds held no restricted securities, other than equity certificates. Since an investment in equity certificates represents an agreement entered into with a financial institution, with terms set by such financial institution, these instruments are also deemed to be restricted (see Note A).
F. LINE OF CREDIT
Driehaus International Discovery Fund, Driehaus Emerging Markets Growth Fund and Driehaus International Small Cap Growth Fund have together obtained an uncommitted line of credit in the amount of $25,000,000 and Driehaus Emerging Markets Small Cap Growth Fund, Driehaus Global Growth Fund, Driehaus Mid Cap Growth Fund and Driehaus Micro Cap Growth Fund have together obtained an uncommitted line of credit in the amount of $5,000,000. These lines of credit are available primarily to meet large, unexpected shareholder withdrawals subject to certain restrictions. Interest is charged at a rate per annum equal to the Federal Funds Rate in effect at the time of the borrowings plus 1.5%. At June 30, 2014, the Funds had no outstanding borrowings under the lines of credit.
57
Driehaus Mutual Funds
Notes to Financial Statements (unaudited) (Continued)
G. FOREIGN INVESTMENT RISKS
To the extent a Fund invests in foreign securities, it may entail risks due to the potential for political and economic instability in the countries where the issuers of these securities are located. In addition, foreign exchange fluctuations could affect the value of positions held. These risks are generally intensified in emerging markets.
H. REDEMPTION FEES
The Funds may charge a redemption fee of 2.00% of the redemption amount for shares redeemed within 60 days of purchase. The redemption fees are recorded in paid-in capital.
58
Fund Expense Examples (unaudited)
As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, including sales charges; redemption fees; and exchange fees and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six months ended June 30, 2014.
Actual Expenses
The first line of the tables below (Actual) provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled Expenses Paid During Period to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the tables below (Hypothetical) provides information about hypothetical account values and hypothetical expenses based on the Funds actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds actual return. You may use this information to compare the ongoing costs of investing in the Funds versus other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges, redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Driehaus International Discovery Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During Six Months Ended June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 982.50 | $ | 7.82 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.91 | $ | 7.95 |
Driehaus Emerging Markets Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 1,037.50 | $ | 8.18 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.76 | $ | 8.10 |
59
Fund Expense Examples (unaudited) (Continued)
Driehaus Emerging Markets Small Cap Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 1,083.30 | $ | 8.88 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.27 | $ | 8.60 |
Driehaus International Small Cap Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 1,054.40 | $ | 8.76 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.27 | $ | 8.60 |
Driehaus Global Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 1,000.00 | $ | 8.78 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.02 | $ | 8.85 |
Driehaus Mid Cap Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During Six Months Ended June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 968.60 | $ | 8.54 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.12 | $ | 8.75 |
Driehaus Micro Cap Growth Fund
Beginning Account Value January 1, 2014 |
Ending Account Value June 30, 2014 |
Expenses Paid During June 30, 2014* |
||||||||||
Actual |
$ | 1,000 | $ | 987.00 | $ | 7.98 | ||||||
Hypothetical (5% return before expenses) |
$ | 1,000 | $ | 1,016.76 | $ | 8.10 |
* | Expenses are equal to the Funds annualized expense ratios for the six-month period in the table below multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (181), then divided by 365 to reflect the half-year period. |
60
Fund Expense Examples (unaudited) (Continued)
Driehaus International Discovery Fund |
1.59% | |
Driehaus Emerging Markets Growth Fund |
1.62% | |
Driehaus Emerging Markets Small Cap Growth Fund |
1.72% | |
Driehaus International Small Cap Growth Fund |
1.72% | |
Driehaus Global Growth Fund |
1.77% | |
Driehaus Mid Cap Growth Fund |
1.75% | |
Driehaus Micro Cap Growth Fund |
1.62% |
61
DRH-SAR2014
PART C
OTHER INFORMATION
Item 15. Indemnification.
Pursuant to Article V of the Amended and Restated Declaration of Trust (the Declaration of Trust), Trustees are not personally liable to any person other than the Registrant and the shareholders for any act, omission or obligation of the Registrant or another Trustee. Pursuant to the Declaration of Trust, no person who is or has been a Trustee shall be subject to any personal liability to the Registrant or shareholders except for liability arising from failure to perform his or her duties in conformance with the Declaration of Trust or from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. The Registrant generally indemnifies Trustees against all liabilities and expenses incurred by reason of being a Trustee, except subject to applicable law.
Registrant has obtained from a major insurance carrier a trustees and officers liability policy covering certain types of errors and omissions.
Item 16. Exhibits
(1)(a) | Registrants Amended and Restated Declaration of Trust dated June 6, 2013 is incorporated herein by reference to Exhibit (a)(i) of Post-Effective Amendment No. 70 to Registrants Registration Statement on Form N-1A filed with the SEC on August 1, 2013. | |
(1)(b) | Written Instrument Establishing and Designating Driehaus International Small Cap Growth Fund dated February 26, 2007 is incorporated herein by reference to Exhibit (a)(iv) of Post-Effective Amendment No. 29 to Registrants Registration Statement on Form N-1A filed with the SEC on May 9, 2007. | |
(1)(c) | Written Instrument Establishing and Designating Driehaus Active Income Fund dated February 23, 2009 is incorporated herein by reference to Exhibit (a)(vii) of Post-Effective Amendment No. 39 to Registrants Registration Statement on Form N-1A filed with the SEC on March 6, 2009. | |
(1)(d) | Written Instrument Establishing and Designating Driehaus Select Credit Fund dated May 17, 2010 is incorporated herein by reference to Exhibit (a)(viii) of Post-Effective Amendment No. 46 to Registrants Registration Statement on Form N-1A filed with the SEC on June 1, 2010. | |
(1)(e) | Written Instrument Establishing and Designating Driehaus Emerging Markets Small Cap Growth Fund dated February 22, 2011 is incorporated herein by reference to Exhibit (a)(vix) of Post-Effective Amendment No. 50 to Registrants Registration Statement on Form N-1A filed with the SEC on March 30, 2011. | |
(1)(f) | Written Instrument Establishing and Designating Driehaus Event Driven Fund dated November 27, 2012 is incorporated herein by reference to Exhibit (a)(xii) of Post-Effective Amendment No. 63 to Registrants Registration Statement on Form N-1A filed with the SEC on January 7, 2013. | |
(1)(g) | Written Instrument Establishing and Designating Driehaus Micro Cap Growth Fund dated June 6, 2013 is incorporated herein by reference to Exhibit (a)(ix) of Post-Effective Amendment No. 71 to Registrants Registration Statement on Form N-1A filed with the |
D-1
SEC on August 22, 2013. | ||
(1)(h) | Written Instrument Establishing and Designating Driehaus Frontier Emerging Markets Fund dated October 23, 2014 is incorporated herein by reference to Exhibit (a)(ix) of Post-Effective Amendment No. 77 to Registrants Registration Statement on Form N-1A filed with the SEC on November 7, 2014. | |
(2) | Registrants Amended and Restated By-Laws are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 58 to Registrants Registration Statement on Form N-1A filed with the SEC on December 9, 2011. | |
(3) | Not Applicable. | |
(4) | Agreement and Plan of Reorganization is filed herewith as Exhibit A to Part A of this Registration Statement. | |
(5) | Not Applicable. | |
(6)(a) | 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. | |
(6)(b) | 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. | |
(6)(c) | 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. | |
(6)(d) | Letter Agreement between 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 Registrants Registration Statement on Form N-1A filed with the SEC on February 5, 2008. | |
(6)(e) | Letter Agreement between the Registrant and the Adviser with respect to Driehaus Active Income Fund dated June 1, 2009 is incorporated herein by reference to Exhibit (d)(viii) of Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed with the SEC on February 26, 2010. | |
(6)(f) | Letter Agreement between the Registrant and the Adviser with respect to Driehaus Select Credit Fund dated September 30, 2010 is incorporated herein by reference to Exhibit (d)(ix) of Post-Effective Amendment No. 50 to Registrants Registration Statement on Form N-1A filed with the SEC on March 30, 2011. | |
(6)(g) | Letter Agreement between the Registrant and the Adviser with respect to Driehaus Emerging Markets Small Cap Growth Fund dated August 19, 2011 is incorporated herein |
D-2
by reference to Exhibit (d)(x) of Post-Effective Amendment No. 58 to Registrants Registration Statement on Form N-1A filed with the SEC on December 9, 2011. | ||
(6)(h) | Letter Agreement between the Registrant and the Adviser with respect to Driehaus International Discovery Fund dated January 1, 2014 is incorporated herein by reference to Exhibit (d)(x) of Post-Effective Amendment No. 75 to Registrants Registration Statement on Form N-1A filed with the SEC on April 25, 2014. | |
(6)(i) | Letter Agreement between the Registrant and the Adviser with respect to the Driehaus Event Driven Fund, dated July 29, 2013 is incorporated herein by reference to Exhibit (d)(xii) of Post-Effective Amendment No. 70 to Registrants Registration Statement on Form N-1A filed with the SEC on August 1, 2013. | |
(6)(j) | Letter Agreement between the Registrant and the Adviser with respect to the Driehaus Micro Cap Growth Fund, dated November 4, 2013 is incorporated herein by reference to Exhibit (d)(xiii) of Post-Effective Amendment No. 73 to Registrants Registration Statement on Form N-1A filed with the SEC on November 5, 2013. | |
(7) | Amended and Restated Distribution Agreement dated September 13, 1999 between the Registrant and Driehaus Securities LLC 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. | |
(8) | Not Applicable. | |
(9) | Custody Agreement dated August 12, 2009 between the Registrant and The Northern Trust Company is incorporated herein by reference to Exhibit (g)(ii) of Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed with the SEC on February 26, 2010. | |
(10) | Not Applicable. | |
(11) | Opinion and consent of Vedder Price P.C. is filed herewith as Exhibit (11). | |
(12) | Form of opinion and consent of Vedder Price P.C. supporting the federal income tax matters and consequences to shareholders discussed in the Proxy Statement/Prospectus is filed herewith as Exhibit (12). | |
(13)(a) | Transfer Agency Services Agreement dated September 25, 1996 between the Registrant and BNY Mellon Investment Servicing (US) 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. | |
(13)(a)(i) | 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. | |
(13)(a)(ii) | 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 |
D-3
SEC on April 28, 2003. | ||
(13)(a)(iii) | 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. | |
(13)(a)(iv) | 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. | |
(13)(a)(v) | 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. | |
(13)(a)(vi) | 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. | |
(13)(a)(vii) | Red Flags Services Amendment to Transfer Agency Services Agreement dated January 1, 2011 is incorporated herein by reference to Exhibit (h)(viii) of Post-Effective Amendment No. 50 to Registrants Registration Statement on Form N-1A filed with the SEC on March 30, 2011. | |
(13)(a)(viii) | Amendment to Transfer Agency Services Agreement dated October 12, 2011 is incorporated herein by reference to Exhibit (h)(ix) of Post-Effective Amendment No. 58 to Registrants Registration Statement on Form N-1A filed with the SEC on December 9, 2011. | |
(13)(a)(ix) | Transfer Agency Agreement dated June 1, 2009 between the Registrant and UMB Fund Services, Inc. with respect to Driehaus Active Income Fund and Driehaus Select Credit Fund is incorporated herein by reference to Exhibit (h)(viii) of Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed with the SEC on February 26, 2010. | |
(13)(b) | Administration and Accounting Services Agreement dated September 25, 1996 between the Registrant and BNY Mellon Investment Servicing (US) Inc. (BNY Mellon), 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. | |
(13)(b)(i) | Amendment to Administration and Accounting Services Agreement dated January 1, 2003 between the Registrant and BNY Mellon 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. | |
(13)(b)(ii) | Amendment to Administration and Accounting Services Agreement for Fair Value Pricing Services dated September 12, 2005 is incorporated herein by reference to Exhibit (h)(vii) of Post-Effective Amendment No. 17 to Registrants Registration Statement on Form N-1A |
D-4
filed with the SEC on April 27, 2006. | ||
(13)(b)(iii) | 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. | |
(13)(b)(iv) | Administration and Accounting Services Agreement dated June 1, 2009 between Registrant and UMB Fund Services, Inc. with respect to Driehaus Active Income Fund and Driehaus Select Credit Fund is incorporated herein by reference to Exhibit (h)(xiii) of Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed with the SEC on February 26, 2010. | |
(13)(b)(v) | Expense Limitation Agreement with respect to Driehaus Select Credit Fund is incorporated herein by reference to Exhibit (h)(xx) of Post-Effective Amendment No. 50 to Registrants Registration Statement on Form N-1A filed with the SEC on March 30, 2011. | |
(13)(b)(vi) | Expense Limitation Agreement with respect to Driehaus Emerging Markets Small Cap Growth Fund is incorporated herein by reference to Exhibit (h)(xxii) of Post-Effective Amendment No. 58 to Registrants Registration Statement on Form N-1A filed with the SEC on December 9, 2011. | |
(13)(b)(vii) | Expense Limitation Agreement with respect to Driehaus Event Driven Fund is incorporated herein by reference to Exhibit (h)(xix) of Post-Effective Amendment No. 70 to Registrants Registration Statement on Form N-1A filed with the SEC on August 1, 2013. | |
(13)(b)(viii) | Expense Limitation Agreement with respect to Driehaus Micro Cap Growth Fund is incorporated herein by reference to Exhibit (h)(xx) of Post-Effective Amendment No. 73 to Registrants Registration Statement on Form N-1A filed with the SEC on November 5, 2013. | |
(13)(b)(ix) | Shareholder Services Plan with respect to Driehaus Active Income Fund is incorporated herein by reference to Exhibit (h)(xxiii) of Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed with the SEC on February 26, 2010. | |
(13)(b)(x) | Shareholder Services Plan with respect to Driehaus Select Credit Fund is incorporated herein by reference to Exhibit (h)(xxv) of Post-Effective Amendment No. 50 to Registrants Registration Statement on Form N-1A filed with the SEC on March 30, 2011. | |
(13)(b)(xi) | Shareholder Services Plan with respect to Driehaus Event Driven Fund is incorporated herein by reference to Exhibit (h)(xxvi) of Post-Effective Amendment No. 70 to Registrants Registration Statement on Form N-1A filed with the SEC on August 1, 2013. | |
(13)(b)(xii) | Letter Agreement between the Registrant and the Adviser with respect to CFTC Rule 4.5 Compliance and Filing Services is incorporated herein by reference to Exhibit (h)(xxvii) of Post-Effective Amendment No. 71 to Registrants Registration Statement on Form N-1A filed with the SEC on August 22, 2013. | |
(14) | Consent of Independent Registered Public Accountant is filed herewith as Exhibit (14). |
D-5
(15) | Not Applicable. | |
(16) | Powers of Attorney are filed herewith as Exhibit (16). | |
(17) | Not Applicable. |
Item 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933 (the 1933 Act), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
D-6
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Chicago and the State of Illinois, on the 12th day of November, 2014.
DRIEHAUS MUTUAL FUNDS | ||
By: | /s/ Robert H. Gordon | |
Robert H. Gordon, President |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
/s/ Robert H. Gordon |
President and Trustee (Principal Executive Officer) |
November 12, 2014 Date | ||
/s/ Michelle L. Cahoon Michelle L. Cahoon |
Treasurer (Principal Financial Officer) |
November 12, 2014 Date | ||
* Theodore J. Beck |
Trustee | November 12, 2014 Date | ||
* Richard H. Driehaus |
Trustee | November 12, 2014 Date | ||
* Francis J. Harmon |
Trustee | November 12, 2014 Date | ||
* A. R. Umans |
Trustee | November 12, 2014 Date | ||
* Dawn M. Vroegop |
Trustee | November 12, 2014 Date | ||
* Daniel F. Zemanek |
Trustee | November 12, 2014 Date |
* /s/ Michelle L. Cahoon |
Michelle L. Cahoon, pursuant to powers of attorney filed herewith. |
EXHIBIT INDEX
Ex. 99.16(11) | Opinion and Consent of Vedder Price P.C. | |
Ex. 99.16(12) | Form of Opinion and Consent of Vedder Price P.C. Supporting Certain Tax Matters. | |
Ex. 99.16(14) | Consent of Independent Registered Public Accounting Firm. | |
Ex. 99.16(16) | Powers of Attorney. |
EXHIBIT 99.16(11)
|
222 NORTH LASALLE STREET SUITE 2600 CHICAGO, ILLINOIS 60601-1003 T: +1 (312) 609-7500 F: +1 (312) 609-5005
CHICAGO NEW YORK WASHINGTON, D.C. LONDON SAN FRANCISCO LOS ANGELES |
November 12, 2014
Driehaus Mutual Funds
Driehaus International Small Cap Growth Fund
25 East Erie Street
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as counsel to the Driehaus Mutual Funds, a Delaware statutory trust (the Trust), in connection with the filing with the Securities and Exchange Commission (SEC) of a registration statement on Form N-14 (the Registration Statement), registering an indefinite number of units of beneficial interest, no par value (Shares), in the Driehaus International Small Cap Growth Fund, a series of the Trust (the Acquiring Fund), pursuant to the proposed reorganization with Driehaus International Discovery Fund, also a series of the Trust (the Target Fund), as described in the Registration Statement and pursuant to the form of Agreement and Plan of Reorganization by the Trust on behalf of the Acquiring Fund and the Target Fund, and Driehaus Capital Management LLC (for purposes of Section 9.1 only) included in the Registration Statement (the Agreement).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. In connection with rendering this opinion, we have examined the Registration Statement, the Certificate of Trust of the Trust, the Trusts Amended and Restated Declaration of Trust, the Trusts Amended and Restated By-Laws, the actions of the Trustees of the Trust that authorized the approval of the foregoing documents, securities matters and the issuance of the Shares, and such other documents as we, in our professional opinion, have deemed necessary or appropriate as a basis for the opinion set forth below. In examining the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of documents purporting to be originals and the conformity to originals of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied (without investigation or independent confirmation) upon the representations contained in the above-described documents and on certificates and other communications from public officials, officers and Trustees of the Trust.
Our opinion, as set forth herein, is based on the facts in existence on the date hereof, and is limited to the statutory laws and regulations of the United States of America and the Delaware
Driehaus Mutual Funds
November 12, 2014
Page 2
Statutory Trust Act, in each case, as in effect on the date hereof. We express no opinion with respect to any other laws or regulations.
Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that (a) the Shares to be issued pursuant to the Registration Statement and the Agreement have been duly authorized for issuance by the Trust; and (b) when issued upon the terms provided in the Registration Statement and the Agreement, subject to compliance with the Securities Act of 1933, as amended (the 1933 Act), the Investment Company Act of 1940, as amended, and applicable state laws regulating the offer and sale of securities, the Shares to be issued pursuant to the Registration Statement and the Agreement will be validly issued, fully paid and non-assessable.
This opinion is rendered solely for your use in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder. Except as specifically authorized above in this paragraph, this opinion is not to be quoted in whole or in part or otherwise referred to, nor is it to be filed with any government agency or any other person without, in each case, our prior written consent. This opinion is given to you as of the date hereof, and we assume no obligation to advise you of any change that may hereafter be brought to our attention. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.
Very truly yours,
/s/ VEDDER PRICE P.C.
VEDDER PRICE P.C.
Exhibit 99.16(12)
[Form of Tax Opinion]
, 201
Driehaus International Discovery Fund 25 East Erie Street Chicago, Illinois 60611 |
Driehaus International Small Cap Growth Fund 25 East Erie Street Chicago, Illinois 60611 |
Re: | Reorganization of Driehaus International Discovery Fund into Driehaus |
International Small Cap Growth Fund |
Ladies and Gentlemen:
You have requested our opinion regarding certain U.S. federal income tax consequences of the reorganization (the Reorganization) of Driehaus International Discovery Fund (the Target Fund), a series of Driehaus Mutual Funds, a Delaware statutory trust (the Company), and Driehaus International Small Cap Growth Fund (the Acquiring Fund), a series of the Company. The Target Fund and the Acquiring Fund are each referred to herein as a Fund.
The Reorganization contemplates the transfer of substantially all the assets of the Target Fund to the Acquiring Fund solely in exchange for voting shares of beneficial interest, no par value per share, of the Acquiring Fund (Acquiring Fund Shares) and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. As part of the Reorganization, the Target Fund will immediately thereafter distribute pro rata to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund, and the Target Fund as soon as practicable thereafter will be dissolved under applicable state law. The foregoing will be accomplished pursuant to an Agreement and Plan of Reorganization, dated as of October 23, 2014, entered into by the Company, on behalf of the Funds, and Driehaus Capital Management LLC, the investment adviser to the Funds (the Plan).
In rendering this opinion, we have examined the Plan and have reviewed and relied upon representations made to us by duly authorized officers of the Company, on behalf of the Funds, in letters dated , 201 . We have also examined such other agreements, documents and corporate records that have been made available to us and such other materials as we have deemed relevant for purposes of this opinion. In such review and examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
Driehaus International Discovery Fund
Driehaus International Small Cap Growth Fund
, 201
Page 2
Our opinion is based, in part, on the assumption that the Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations set forth or referred to in this letter, and that such facts and representations, as well as the facts and representations set forth in the Plan, are accurate as of the date hereof and will be accurate as of the date and time of the Closing (as defined in the Plan) (the Effective Time). You have not requested that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions set forth or referred to herein.
For the purposes indicated above, and based upon the facts, assumptions and representations set forth or referred to herein, it is our opinion that for U.S. federal income tax purposes:
1. The transfer by the Target Fund of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund, followed by the pro rata, by class, distribution of all the Acquiring Fund Shares so received by the Target Fund to the Target Funds shareholders of record in complete liquidation of the Target Fund immediately thereafter, will constitute a reorganization within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the Code), and the Acquiring Fund and the Target Fund will each be a party to a reorganization, within the meaning of section 368(b) of the Code, with respect to the Reorganization.
2. No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the assets of the Target Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. (Section 1032(a) of the Code).
3. No gain or loss will be recognized by the Target Fund upon the transfer of substantially all its assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares so received to the Target Funds shareholders solely in exchange for such shareholders shares of the Target Fund in complete liquidation of the Target Fund. (Sections 361(a) and (c) and 357(a) of the Code).
4. No gain or loss will be recognized by the Target Funds shareholders upon the exchange, pursuant to the Reorganization, of all their shares of the Target Fund solely for Acquiring Fund Shares. (Section 354(a) of the Code).
Driehaus International Discovery Fund
Driehaus International Small Cap Growth Fund
, 201
Page 3
5. The aggregate basis of the Acquiring Fund Shares received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares exchanged therefor by such shareholder. (Section 358(a)(1) of the Code).
6. The holding period of the Acquiring Fund Shares received by each Target Fund shareholder in the Reorganization will include the period during which the shares of the Target Fund exchanged therefor were held by such shareholder, provided such Target Fund shares were held as capital assets at the Effective Time. (Section 1223(1) of the Code).
7. The basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the basis of such assets in the hands of the Target Fund immediately before the Effective Time. (Section 362(b) of the Code).
8. The holding period of the assets of the Target Fund received by the Acquiring Fund will include the period during which such assets were held by the Target Fund. (Section 1223(2) of the Code).
Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.
FACTS
Our opinion is based upon the facts, representations and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect our conclusions.
The Company has been registered and operated, since it commenced operations, as an open-end management investment company under the Investment Company Act of 1940, as amended. Each Fund is a separate series of the Company that is treated for federal income tax purposes as a separate corporation pursuant to section 851(g) of the Code. Each Fund has elected and will elect to be taxed as a regulated investment company under section 851 of the Code for all its taxable years, including without limitation the taxable year in which the Reorganization occurs, and has qualified and will continue to qualify for the tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable year in which the Reorganization occurs.
Driehaus International Discovery Fund
Driehaus International Small Cap Growth Fund
, 201
Page 4
Upon satisfaction of certain terms and conditions set forth in the Plan on or before the Effective Time, the Acquiring Fund will acquire substantially all the assets of the Target Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund. Immediately thereafter, the Target Fund will distribute pro rata, by class, to its shareholders of record all the Acquiring Fund Shares so received in complete liquidation of the Target Fund, and as soon as practicable thereafter, the Target Fund will be dissolved under applicable state law. The assets of the Target Fund to be acquired by the Acquiring Fund will include, without limitation, all cash, securities, commodities, interests in futures, and dividends or interest receivables owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund as of the Valuation Time (as defined in the Plan).
Following the Reorganization, the Acquiring Fund will continue the Target Funds historic business or use a significant portion of the Target Funds historic business assets in its business. At the Effective Time, at least thirty-four percent (34%) of the Target Funds portfolio assets will meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund. The Target Fund did not alter its portfolio in connection with the Reorganization to meet this thirty-four percent (34%) threshold. Neither the Acquiring Fund nor the Target Fund modified any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganization and the Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks and restrictions after the Reorganization.
In approving the Reorganization, the Board of Trustees of the Company (the Board) determined that the Plan and the transactions contemplated thereunder are in the best interests of each Fund and that the interests of the shareholders of each Fund will not be diluted as a result of the Reorganization. In making such determination, the Board considered, among other things, the similarities and differences in the Funds investment objectives, investment strategies and investment restrictions, each Funds relative investment performance, and each Funds current expense ratio as compared to the anticipated effect of the Reorganization on the Acquiring Funds expense ratio following the Reorganization.
CONCLUSION
Based on the foregoing, it is our opinion that the transfer of substantially all the assets of the Target Fund, pursuant to the Plan, to the Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Target Fund followed by the complete liquidation of the Target Fund immediately thereafter will qualify as a reorganization under section 368(a)(1) of the Code.
The opinions set forth above (subject to the limitations set forth above) with respect to (i) the nonrecognition of gain or loss to the Target Fund and the Acquiring Fund, (ii) the basis
Driehaus International Discovery Fund
Driehaus International Small Cap Growth Fund
, 201
Page 5
and holding period of the assets received by the Acquiring Fund, (iii) the nonrecognition of gain or loss to the Target Funds shareholders upon the receipt of the Acquiring Fund Shares and (iv) the basis and holding period of the Acquiring Fund Shares received by the Target Funds shareholders follow as a matter of law from the opinion that the transfers under the Plan will qualify as a reorganization under section 368(a)(1) of the Code.
The opinions expressed in this letter are based on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date hereof. We have also considered the positions of the Internal Revenue Service (the Service) reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter or to notify you of any changes to such facts or law.
Our opinion is limited to those U.S. federal income tax issues specifically considered herein. We do not express any opinion as to any other federal tax issues, or any state, local or foreign tax law issues, arising from or related to the transactions contemplated by the Plan. Although the discussion herein is based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings.
This opinion is furnished to each Fund solely for its benefit in connection with the Reorganization and is not to be relied upon, quoted, circulated, published, or otherwise referred to for any other purpose, in whole or in part, without our express prior written consent. This opinion may be disclosed to shareholders of each Fund and they may rely on it, it being understood that we are not establishing any attorney-client relationship with any shareholder of either of the Funds. This letter is not to be relied upon for the benefit of any other person.
We hereby consent to the filing of a form of this opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-______) containing the Proxy Statement/Prospectus dated _______, 2014 relating to the Reorganization filed by the Company with the Securities and Exchange Commission (the Registration Statement), to the discussion of this opinion in the Proxy Statement/Prospectus included in the Registration Statement and to the use of our name and to any reference to our firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Driehaus International Discovery Fund
Driehaus International Small Cap Growth Fund
, 201
Page 6
Very truly yours,
VEDDER PRICE P.C.
Exhibit 99.16(14)
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption Fiscal Year End and Financial Statements in the Proxy Statement/Prospectus, to Independent Report of Public Accounting Firm in the Supplement Dated October 23, 2014, to Independent Report of Public Accounting Firm in the Statement of Additional Information dated April 30, 2014, which is incorporated by reference in the Proxy Statement/Prospectus, and to the incorporation by reference of our report dated February 24, 2014 with respect to the financial statements and financial highlights of Driehaus International Discovery Fund and Driehaus International Small Cap Growth Fund included in the Annual Report for the year ended December 31, 2013 in the Statement of Additional Information in the Registration Statement (Form N-14) of Driehaus International Discovery Fund and Driehaus International Small Cap Growth Fund.
/s/ Ernst & Young LLP
Chicago, Illinois
November 12, 2014
Exhibit 99.16(16)
POWER OF ATTORNEY
DRIEHAUS MUTUAL FUNDS
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a Trustee of Driehaus Mutual Funds, a Delaware statutory trust, does hereby make, constitute and appoint Robert H. Gordon, Janet L. McWilliams and Michelle L. Cahoon, and each of them, severally, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned any and all filings and amendments to the Registration Statement on Form N-14 relating to the Driehaus International Small Cap Growth Fund series of the Driehaus Mutual Funds registrant, and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the above-referenced registrant to effectuate the intents and purposes hereof, and the undersigned hereby fully ratifies and confirms all that said attorneys-in-fact and agents, or any of them, or their or her substitute or substitutes, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed his or her name this 23rd day of October, 2014.
/s/ Theodore J. Beck Theodore J. Beck, Trustee |
/s/ Richard H. Driehaus Richard H. Driehaus, Trustee |
/s/ Francis J. Harmon Francis J. Harmon, Trustee |
/s/ A. R. Umans A. R. Umans, Trustee |
/s/ Dawn M. Vroegop Dawn M. Vroegop, Trustee |
/s/ Daniel F. Zemanek Daniel F. Zemanek, Trustee |
#D1``(!
M`@,$!0D%"`("`04````!`A$#(3$$05$2!6%Q@9(4D:'1(C)R$U0&L<%"4C/P
M8H+2(R0T%:(6LL+A\4-31%7_V@`,`P$``A$#$0`_`/25UNVAL:T6WNI5X3>M
MAG[X.)=;'#[`!MC^S*713:[":W6F.MNC+S$PTAU]V4,Y8"!`8`0C,(6Z#+H6
MR\Y#)6[#)K+`DS&Z-AJLNBTG[3FXVYRU%Z%&4+7F)"(0QN..VWL1^#[0VHJ`
M="6?>CJUKELDXS#"U+JC,:U*92,V7EP@-YM_4K>%FFQY,B?VCB_3,EHS1=AO
M,-:['7!AJ!VZOY.P!K?I`!>$1B:K-E2,:$&JH+7[B!P*/E3+2Y#"R0:()I>]
MK#)@442?[*6-6FK$-UVD>P>XS;17:X_JS9=RU%VIM&U:&?>5QP`>F5L;&U]K
M@4JODY$(@W+`D!*!OJ;;?`IT&XZ?WEMVQ6W3.;ULJ>%VY-S>BHB`TP7B$@Q]
MJZ&M.BX*U;+W=+T7$4(>+(MW$^=+*,;]I]#-K(T7A`^"WQ#PPQ.E.W;=L.DT
MUZ=UAJ60W7:FY``9JC1MRJ5$*?"(6M)DEBP74P1'(QA66E.>H[X^",9SC
ME,2I=6[A;NQOC2FE-Q].[)I4;>!&PPJY=)'=>J[X(P?KVBR5Z.$<@Z&3+GJ4
M8%'>DE;JQFT97XX4O./)D6F&9T#X(.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.
M`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.
M`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`.`?_0]][`08KIKXH@
MPS\D2@V1>88:9=/,;#$CD%FN-H2LHE$>`PQAQS*EX98;1X^5"<8`^G@&/D8J
M.ED"M28;)K0<@#*C-$)]1IN1C"$&1QGIYSY%O`&-(>9RK&?3>;0XGP6A.<`9
M#@#@#@%!.R7]M7XW_P!LNT']W&R\%63+]\$'`./G;+YO.FG3/>MMZ\[=BMW$
M7VEB5HR8?J5`B92NN-6JM15KC,QLK*6^#=D<)BYEE+RVVHI-TOL,Z1--:TW'
M$1':B.OBIBKM!RH\4!6X]J/?Q(./S33C,CI&AVX$86**,,X20:L<=EA9A>6<
ME%K:;2VHDG(S(P^2'\I\Z_3;;1YLY\J4X\,8IB?1P!P!P!P!P!P!P!P!P!P!
MP!P!P!P!P!P!P!P"FG<[OOUIZ&4>-NO8.YN13MA*<"J-(KHC4[L"Y/C*9Q(N
M5VM^[#4['1#9"%&&D.C`C96VA;V'7F6W(VEF=;S/FVBY3:C=UERE7A%8R?4M
MRVO);\44)J__`)B#XO;`+DB6VM?Z.]@93^`;1IW8)92G<#(?P'A=*A[@%[E;
MJLLXSE[#/J)SG+F&_!>9Q(ZFW]8\BFJRU$X/IA+_`-4SD?>;YOCYL]J15XV5
M%V#3GQUZWL99^M-7I,=C[!NJ5CBB06[#:'Q"58+/<9PMDHQE60XAA;H$6MPI
MPZ0YBW7J/+:O6:KZDOJ=U.WRF#]6.V;WOI\RRCC5GKCUK3*C$:
&ALY\[KCQQ7-6>+/G&C
MA?U=^YS;7.NIN^RMD8[*;L,%T=;.I10HIPI()PPY@1@[PI@93+9`I0I#:F2!
MB1WDK:?'?:7E*T*QE*DYSC.,XSP=HTFFFL#$5>J5:D08-8I=:@*A6HS#R8VO
M5>&CH"#C\$D.ED8!B8H80`3!!;ZW5^FVGSN+4K/CG.<\&,(0MQ4+<%&"V)47
MD1G^#,<`<`<`<`<`<`<`<`<`<`<`['4;^I-/_9:O_P!$B
SW5COH?1F`[*]8\9*J4I:^VVE1DY=.IEOF`RNR],'PMQ\HNG7B37'1>
MY(]M*EJQ%S;@LU]B4#GD>"6.0<6FU6$TK-[>EZCZU^'K6'0??H2)GMV;/GNU
MU_K=AJ\:*%*ZWZX4*YQ!<'8JA0&S6VKKL.>KTDAHV#N.VI^,3Y6W6FB1:^`&
MTK[7WO,)?E&Q:CI+?H0.K:MV$9B@=D[$FYJK!
M3&KZW?I_61\T#*M#5]!DL_"EKH9UNB3&26!)4A3"'FR66S'\,>HH9.U&X[L]
M/7X<4G232?3MQIT=&!^KT[O#8,+L>)K%71H27BK"/!T*\['"KVRV+-$B2;@T
M_:QZ%3;S&+CA7A!5YB4R$HVZ]ZS3SXR$X4SD.&Q;E;