N-CSR 1 fp0050886_ncsr.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-07655

 

Driehaus Mutual Funds

 

(Exact name of registrant as specified in charter)

 

25 East Erie Street
Chicago, IL 60611

 

(Address of principal executive offices) (Zip code)

 

Janet L. McWilliams
Driehaus Capital Management LLC
25 East Erie Street
Chicago, IL 60611

 

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 312-587-3800

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2019

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

Item 1. Reports to Stockholders.

 

The Reports to Shareholders are attached herewith.

 

 

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (https://www.driehaus.com/fund-resources), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with a Fund, by calling 1-800-560-6111.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 1-800-560-6111 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through a financial intermediary or all funds in the Driehaus Mutual Funds if you invest directly with a Fund.

 

 

Annual Report to Shareholders
December 31, 2019

 

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 judgment, 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.

 

Driehaus Emerging Markets Growth Fund

 

Driehaus Emerging Markets Small Cap Growth Fund

 

Driehaus International Small Cap Growth Fund

 

Driehaus Micro Cap Growth Fund

 

Driehaus Small Cap Growth Fund

 

 

Table of Contents

 

Portfolio Manager Letter, Performance Overview and Schedule of Investments:

 

Driehaus Emerging Markets Growth Fund

1

Driehaus Emerging Markets Small Cap Growth Fund

8

Driehaus International Small Cap Growth Fund

15

Driehaus Micro Cap Growth Fund

22

Driehaus Small Cap Growth Fund

29

Statements of Assets and Liabilities

36

Statements of Operations

38

Statements of Changes in Net Assets

40

Financial Highlights

42

Notes to Financial Statements

49

Report of Independent Registered Public Accounting Firm

59

Interested and Independent Trustees of the Trust

61

Officers of the Trust

62

Fund Expense Examples

63

Shareholder Information

65

Board Considerations in Connection with the Annual Review of the Investment Advisory Agreement for Equity Funds

66

 

 

Driehaus Emerging Markets Growth Fund — Portfolio Managers’ Letter

 

Dear Fellow Shareholders,

 

The Driehaus Emerging Markets Growth Fund (“Fund”) Investor class (DREGX) returned 25.34% and the Institutional class (DIEMX) returned 25.60% for the year ended December 31, 2019. The Fund’s primary benchmark, the Morgan Stanley Capital International (“MSCI”) Emerging Markets Index (“Benchmark”), returned 18.42% for the year, while the MSCI Emerging Markets Growth Index returned 25.10%.

 

Emerging market equities were volatile over the course of 2019 buffeted by trade war concerns and global cyclical risks. By the fourth quarter however, sentiment began to take on a steadily more positive tone. While global macroeconomic data and indicators remained choppy through much of the fourth quarter, the period was marked by an apparent easing of trade war risks and liquidity conditions, first hesitantly, then more decisively. This began with an announcement early in the quarter that plans for an October 15th tariff increase by the U.S. had been suspended until December 15th in anticipation of agreement on a Phase 1 deal. Early December news that a deal was close to being finalized and the prospective announcement of a signing scheduled for January 15th seemed to further sideline the trade war overhang.

 

Over the course of 2019, security selection within the financials, consumer discretionary and consumer staples sectors contributed to the Fund’s returns versus the Benchmark. From a geographic perspective, holdings in China and Brazil made key contributions to performance versus the Benchmark in the past year.

 

Alibaba Group Holding Ltd. Sponsored ADR (Ticker: LREN3-BR) was a notable contributor to the Fund’s returns for the year. The company is the largest e-commerce marketplace and cloud computing provider in China. The company posted strong results during its annual shopping holiday – Single’s Day. Additionally, the company’s secondary listing on the Hong Kong exchange was well-received by investors and helped to drive new capital flows into the stock. Finally, the stock also benefitted from progress in the U.S./China trade war, as the market started to discount the signing of the phase one trade agreement. The Fund ultimately added to its position during the fourth quarter of 2019.

 

Taiwan Semiconductor Manufacturing Co., Ltd. Sponsored ADR (Ticker: TSM-US) was also a significant contributor to the Fund’s return. The company is the world’s leading semiconductor manufacturer and a critical enabler of the biggest growth trends in technology. The position’s outperformance was due to signs of accelerating demand for the company’s leading manufacturing processes, primarily driven by the launch of 5G networks and high-performance computing.

 

During 2019, stock selection within the real estate and information technology sectors underperformed versus the Benchmark, but still contributed positive absolute returns to the Fund despite the relative underperformance. At the country level, although holdings in Taiwan underperformed the Benchmark, they contributed positively to absolute returns, while positions in Turkey detracted from Fund’s performance relative to the Benchmark and absolute returns.

 

Fund holding Samsung Fire & Marine Insurance Co., Ltd (Ticker: 000810-KR) was a notable detractor from returns. Samsung Fire & Marine Insurance Co., Ltd is a blender insurer based in Korea. The company was hurt by adverse regulatory changes in the health insurance industry in Korea.

 

Another significant detractor from the Fund’s return for the year was Akbank TAS (Ticker: AKBNK-TR). Akbank is a Turkey based company that offers retail and corporate banking services. The company had a weak start to the fourth quarter as a result of ongoing geopolitical issues and the withdrawal of U.S. troops from Syria. Following that withdrawal, the U.S. threatened sanctions on Turkey if they mounted an attack on Kurdish forces. As a result of that threat, the Turkish lira and banking stocks came under pressure.

 

Improved visibility on resolution of trade headwinds and more accommodative monetary postures in both the U.S. and China appeared to set up a relatively benign outlook for emerging markets generally. Our expectation of weaker U.S. economic growth paired with a “lower for longer” interest rate outlook should keep real rates well contained even if inflation reemerges to drive nominal rates higher. We continue to pay significant attention to the pace and nature of stimulus within the Chinese economy, as this could be a key lever to drive broader growth expectations, particularly within cyclical areas of the market.

 

All else being equal, we expect the current global backdrop to support emerging market assets by keeping U.S. Dollar strength at bay and accentuating growth differentials in favor of emerging markets. We further believe that the appeal of emerging market equities is further enhanced by a wider than average valuation discount relative to the U.S. equities.

 


1

 

 

 

Our key focus for the months ahead will be to remain focused on seeking earnings inflections that reflect the wider range of opportunities that may surface in the current environment. We believe our flexibility to seek out improving earnings growth dynamics across a range of market segments combined with our sensitivity to shifting macro dynamics should position the Fund to perform well in 2020.

 

We thank you for investing alongside us in the Driehaus Emerging Markets Growth Fund and would like to express our gratitude for your continued confidence in our management capabilities.

 

Sincerely,

 

Howard Schwab

Chad Cleaver

Rich Thies

Lead Portfolio Manager

Portfolio Manager

Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index descriptions.

 


2

 

 

 

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 over the last 10 fiscal year periods, with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.

 

Average Annual Total Returns as of 12/31/19

1 Year

3 Years

5 Years

10 Years

Driehaus Emerging Markets Growth Fund Investor Class (DREGX)

25.34%

14.36%

7.23%

6.18%

Driehaus Emerging Markets Growth Fund Institutional Class (DIEMX)1

25.60%

14.54%

7.33%

6.23%

MSCI Emerging Markets Index-N2

18.42%

11.57%

5.61%

3.68%

MSCI Emerging Markets Growth Index-N3

25.10%

14.50%

7.45%

5.20%

 

 

 

1

The returns for the periods prior to July 17, 2017 (institutional share class inception date) include the performance of the investor share class.

 

2

The Morgan Stanley Capital International Emerging Markets Index-Net (MSCI Emerging Markets Index-N) is a market capitalization-weighted index designed to measure equity market performance in emerging markets. Data is in U.S. dollars and is calculated with net dividend reinvestment. Source: Morgan Stanley Capital International Inc.

 

3

The Morgan Stanley Capital International Emerging Markets Growth Index-Net (MSCI Emerging Markets Growth Index-N) 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 and is calculated with net dividend reinvestment. Source: Morgan Stanley Capital International Inc.

 


3

 

 

 

Driehaus Emerging Markets Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

EQUITY SECURITIES — 95.6%

FAR EAST — 64.8%

China — 32.0%

               

AIA Group, Ltd.

    2,716,663     $ 28,518,285  

Alibaba Group Holding, Ltd. — SP ADR**

    471,306       99,964,003  

Baidu, Inc. — SP ADR**

    110,514       13,968,970  

Centre Testing International Group Co., Ltd. — A

    734,953       1,573,158  

China International Capital Corp., Ltd. — H1

    5,897,814       11,368,295  

China Mengniu Dairy Co., Ltd.

    2,061,853       8,334,942  

China Merchants Bank Co., Ltd. — H

    1,902,446       9,777,981  

China Mobile, Ltd.

    1,504,000       12,642,224  

China Resources Cement Holdings, Ltd.

    11,447,829       14,573,677  

China Resources Land, Ltd.

    1,320,756       6,576,407  

Country Garden Services Holdings Co., Ltd.

    3,594,131       12,107,586  

Foshan Haitian Flavouring & Food Co., Ltd. — A

    575,003       8,874,711  

Galaxy Entertainment Group, Ltd.

    986,944       7,270,073  

Hangzhou Robam Appliances Co., Ltd. — A

    3,642,422       17,679,528  

Industrial & Commercial Bank of China, Ltd. — H

    24,150,323       18,595,529  

Li Ning Co., Ltd.

    3,526,754       10,568,087  

Meituan Dianping — B**

    950,727       12,432,668  

MTR Corp., Ltd.

    1,997,990       11,807,482  

NetEase, Inc. — ADR

    29,019       8,898,386  

New Oriental Education & Technology Group, Inc. — SP ADR**

    139,032       16,857,630  

Ping An Healthcare and Technology Co., Ltd.1**

    1,930,820       14,086,613  

Ping An Insurance Group Co. of China, Ltd. — H

    2,180,480       25,771,878  

Shenzhou International Group Holdings, Ltd.

    1,485,668       21,716,000  

Sunac China Holdings, Ltd.

    1,393,700       8,325,749  

Techtronic Industries Co., Ltd.

    2,766,880       22,565,253  

Tencent Holdings, Ltd.

    1,425,176       68,695,521  

Wuliangye Yibin Co., Ltd. — A

    1,254,665       23,957,821  

Wuxi Biologics Cayman, Inc.1**

    1,700,889       21,533,142  

Yantai Jereh Oilfield Services Group Co., Ltd. — A

    4,837,892       25,669,852  

ZTO Express Cayman, Inc. — ADR

    386,784       9,031,406  
              573,742,857  

India — 10.7%

               

Asian Paints, Ltd.

    385,246       9,633,828  

HDFC Bank, Ltd. — ADR

    505,416       32,028,212  

Housing Development Finance Corp., Ltd.

    514,348       17,384,736  

ICICI Bank, Ltd. — SP ADR

    2,516,747       37,977,712  

 

 

 

Number of
Shares

   

Value
(Note A)

 

ICICI Lombard General Insurance Co., Ltd.1

    730,667     $ 14,196,067  

Kotak Mahindra Bank, Ltd.

    1,212,897       28,621,407  

Larsen & Toubro, Ltd.

    496,366       9,027,725  

Nestle India, Ltd.

    49,122       10,175,186  

Reliance Industries, Ltd.

    958,772       20,337,158  

Tech Mahindra, Ltd.

    1,206,879       12,889,153  
              192,271,184  

Taiwan — 8.5%

               

Accton Technology Corp.

    1,297,555       7,271,883  

Airtac International Group

    378,440       5,889,257  

Chailease Holding Co., Ltd.

    3,828,840       17,626,177  

Giant Manufacturing Co., Ltd.

    1,771,918       12,590,270  

Largan Precision Co., Ltd.

    99,214       16,548,354  

Parade Technologies, Ltd.

    353,995       7,262,465  

President Chain Store Corp.

    1,413,808       14,337,580  

Taiwan Semiconductor Manufacturing Co., Ltd. — SP ADR

    1,142,551       66,382,213  

Win Semiconductors Corp.

    527,520       5,173,663  
              153,081,862  

South Korea — 6.1%

               

Hyundai Mobis Co., Ltd.

    23,731       5,253,263  

Macquarie Korea Infrastructure Fund

    1,268,647       12,725,414  

Samsung Electro-Mechanics Co., Ltd.

    104,863       11,334,580  

Samsung Electronics Co., Ltd.

    1,640,612       79,161,356  
              108,474,613  

Thailand — 2.3%

               

CP ALL PCL — NVDR

    7,225,108       17,427,336  

Thai Beverage PCL

    19,394,317       12,833,891  

WHA Corp PCL — NVDR

    85,810,737       11,115,325  
              41,376,552  

Indonesia — 1.8%

               

PT Bank Central Asia Tbk

    12,377,891       29,802,342  

PT Bank Tabungan Pensiunan Nasional Syariah Tbk**

    6,746,002       2,065,227  
              31,867,569  

Japan — 1.1%

               

Keyence Corp.

    58,306       20,654,346  

Philippines — 1.0%

               

BDO Unibank, Inc.

    5,750,742       17,940,907  

Malaysia — 1.0%

               

Dialog Group BHD

    20,453,861       17,251,148  

Singapore — 0.3%

               

Sea, Ltd. — ADR**

    116,237       4,675,052  

Total FAR EAST

            1,161,336,090  
                 

EUROPE — 11.2%

               

Russia — 4.9%

               

Lukoil PJSC — SP ADR

    392,113       38,889,767  

Novatek PJSC — SP GDR

    96,659       19,621,777  

Sberbank of Russia PJSC — SP ADR

    1,180,766       19,411,793  

 

 

Notes to Financial Statements are an integral part of this Schedule.
4

 

 

 

Driehaus Emerging Markets Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

Tatneft PJSC — SP ADR

    144,600     $ 10,680,156  
              88,603,493  

Hungary — 1.5%

               

OTP Bank PLC

    516,396       27,004,951  

Greece — 1.3%

               

Hellenic Telecommunications Organization SA

    988,890       15,817,803  

OPAP SA

    652,896       8,488,014  
              24,305,817  

Switzerland — 0.8%

               

Roche Holding AG

    42,242       13,705,299  

Netherlands — 0.7%

               

ASML Holding NV

    44,809       13,254,216  

Poland — 0.7%

               

CD Projekt SA

    163,281       12,029,057  

United Kingdom — 0.6%

               

Diageo PLC

    238,386       10,106,159  

Turkey — 0.4%

               

Pegasus Hava Tasimaciligi AS**

    524,284       7,614,412  

France — 0.3%

               

SOITEC**

    49,917       5,246,464  

Total EUROPE

            201,869,868  
                 

SOUTH AMERICA — 9.3%

               

Brazil — 7.3%

               

Afya, Ltd. — A**

    259,961       7,050,142  

Azul SA — ADR**

    271,873       11,636,164  

B2W Cia Digital**

    305,464       4,773,278  

Banco do Brasil SA

    700,519       9,198,154  

Itau Unibanco Holding SA — SP PREF ADR

    2,374,511       21,726,776  

Lojas Renner SA

    1,229,162       17,169,218  

Notre Dame Intermedica Participacoes SA

    605,681       10,276,115  

Petroleo Brasileiro SA — SP ADR

    1,019,314       16,247,865  

Raia Drogasil SA

    541,636       15,031,756  

Sul America SA

    866,099       12,900,950  

XP, Inc. — A**

    139,668       5,380,011  
              131,390,429  

Argentina — 1.3%

               

Globant SA**

    87,942       9,326,249  

MercadoLibre, Inc.**

    22,377       12,798,301  
              22,124,550  

Colombia — 0.7%

               

Bancolombia SA — SP ADR

    231,890       12,705,253  

Total SOUTH AMERICA

            166,220,232  
                 

NORTH AMERICA — 6.3%

               

United States — 3.1%

               

Freeport-McMoRan, Inc.

    805,019       10,561,849  

Liberty Media Corp-Liberty Formula One — C**

    381,390       17,530,591  

The Estee Lauder Cos., Inc. — A

    127,636       26,361,939  
              54,454,379  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Mexico — 1.8%

               

America Movil SAB de CV — L — SP ADR

    960,945     $ 15,375,120  

Wal-Mart de Mexico SAB de CV

    5,887,305       16,901,384  
              32,276,504  

Canada — 1.4%

               

B2Gold Corp.

    1,575,665       6,321,832  

Barrick Gold Corp.

    733,616       13,637,921  

Wheaton Precious Metals Corp.

    190,230       5,659,343  
              25,619,096  

Total NORTH AMERICA

            112,349,979  
                 

AFRICA — 2.7%

               

South Africa — 1.9%

               

Capitec Bank Holdings, Ltd.

    157,659       16,278,973  

Clicks Group, Ltd.

    932,880       17,090,367  
              33,369,340  

Egypt — 0.8%

               

Commercial International Bank Egypt SAE

    2,799,840       14,482,412  

Total AFRICA

            47,851,752  
                 

MIDDLE EAST — 0.9%

               

United Arab Emirates — 0.9%

               

Abu Dhabi Commercial Bank PJSC

    3,010,247       6,490,657  

Network International Holdings PLC1**

    1,184,503       10,057,308  

Total MIDDLE EAST

            16,547,965  
                 

CENTRAL AMERICA — 0.4%

               

Panama — 0.4%

               

Copa Holdings SA — A

    65,190       7,045,735  

Total CENTRAL AMERICA

            7,045,735  

Total EQUITY SECURITIES (Cost $1,265,348,861)

            1,713,221,621  

 

               

TOTAL INVESTMENTS (COST $1,265,348,861)

    95.6 %   $ 1,713,221,621  

Other Assets In Excess Of Liabilities

    4.4 %     78,543,371  

Net Assets

    100.0 %   $ 1,791,764,992  

 

1

144A — This security was purchased pursuant to Rule 144A of the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At December 31, 2019, these securities amounted to $71,241,425 or 4.0% of net assets. These 144A securities have not been deemed illiquid.

**

Non-income producing security

 

ADR — American Depository Receipt

NVDR — Non-Voting Depository Receipt

SP ADR — Sponsored American Depository Receipt

SP GDR — Sponsored Global Depository Receipt

SP PREF ADR — Sponsored Preferred American Depository Receipt

 

Notes to Financial Statements are an integral part of this Schedule.
5

 

 

 

Driehaus Emerging Markets Growth Fund
Schedule of Investments
December 31, 2019

 

 

Regional Weightings*

 

Asia/Far East Ex-Japan

63.7%

South America

9.3%

Eastern Europe

7.5%

North America

6.3%

Western Europe

3.7%

Africa

2.7%

Japan

1.1%

Middle East

0.9%

Central America

0.4%

 

 

 

Top Ten Holdings*

 

Alibaba Group Holding, Ltd. — SP ADR

5.6%

Samsung Electronics Co., Ltd.

4.4%

Tencent Holdings, Ltd.

3.8%

Taiwan Semiconductor Manufacturing Co., Ltd. — SP ADR

3.7%

Lukoil PJSC — SP ADR

2.2%

ICICI Bank, Ltd. — SP ADR

2.1%

HDFC Bank, Ltd. — ADR

1.8%

PT Bank Central Asia Tbk

1.7%

Kotak Mahindra Bank, Ltd.

1.6%

AIA Group, Ltd.

1.6%

 

 

 

*

All percentages are stated as a percent of net assets at December 31, 2019

 

Notes to Financial Statements are an integral part of this Schedule.
6

 

 

 

Driehaus Emerging Markets Growth Fund
Schedule of Investments
December 31, 2019

 

 

Industry

Percent of
Net Assets

Air Freight & Logistics

0.5%

Airlines

1.5%

Auto Components

0.3%

Beverages

2.6%

Capital Markets

1.6%

Chemicals

0.5%

Commercial Banks

17.0%

Commercial Services & Supplies

0.7%

Communications Equipment

0.4%

Computers & Peripherals

4.4%

Construction & Engineering

0.5%

Construction Materials

0.8%

Diversified Consumer Services

1.3%

Diversified Financial Services

1.0%

Diversified Telecommunication Services

0.9%

Electronic Equipment, Instruments & Components

2.7%

Energy Equipment & Services

2.4%

Entertainment

2.4%

Food & Staples Retailing

4.5%

Food Products

1.5%

Health Care Providers & Services

0.6%

Health Care Technology

0.8%

Hotels, Restaurants & Leisure

0.9%

 

 

Industry

Percent of
Net Assets

Household Durables

1.0%

Information Technology Services

1.3%

Insurance

4.5%

Interactive Media & Services

4.6%

Internet & Catalog Retail

7.2%

Leisure Equipment & Products

0.7%

Life Sciences Tools & Services

1.2%

Machinery

1.6%

Metals & Mining

2.0%

Multiline Retail

1.0%

Oil, Gas & Consumable Fuels

5.9%

Personal Products

1.5%

Pharmaceuticals

0.8%

Professional Services

0.1%

Real Estate Management & Development

1.4%

Road & Rail

0.7%

Semiconductors & Semiconductor Equipment

5.4%

Software

0.5%

Textiles, Apparel & Luxury Goods

1.8%

Thrifts & Mortgage Finance

1.0%

Wireless Telecommunication Services

1.6%

Other Assets in Excess of Liabilities

4.4%

TOTAL

100.0%

 

 

Notes to Financial Statements are an integral part of this Schedule.
7

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus Emerging Markets Small Cap Growth Fund (“Fund”) returned 33.71% for the year ended December 31, 2019. The Fund’s primary benchmark, the Morgan Stanley Capital International (“MSCI”) Emerging Markets Small Cap Index (“Benchmark”), returned 11.50% for the same period, and the Fund’s secondary benchmark, the MSCI Emerging Markets Small Cap Growth Index, returned 12.02%.

 

2019 was a strong year for the fund, as global equity markets recovered sharply throughout the year. A dovish turn in Federal Reserve monetary policy at the end of 2018 set the tone for easier financial conditions throughout emerging markets over the course of the year. Despite the lingering effects of US-China trade tensions, emerging market companies continue to benefit from improving capital discipline and operating efficiencies, reflected in rising free cash flow generation. Further, targeted policy stimulus in China supported the consumer discretionary sector, as well as infrastructure and property development in the second half of the year. With a marked reduction in global real interest rates and a significant degree of interest rate cuts by emerging market central banks, we exit the year with many of the same conditions in place which made for a favorable backdrop in 2019.

 

For 2019, at the sector level, key contributions to performance versus the Benchmark came from security selection within the consumer discretionary and industrial sectors. On a country level, security selection in China and Hong Kong contributed to the Fund’s performance.

 

Li Ning Company Limited. (Ticker: 2331-HK) was the most significant contributor to the Fund’s returns for the year. The Hong Kong based company is a successful turnaround story in a very attractive China Sportswear market, with the potential to become a premium fashion brand. We believe that the company’s margin profile will continue to improve based on changes in the company’s distribution channel mix, its recent successful product introductions (which are driving better selling terms with the wholesale channel), and an increase in the company’s percentage of in-house production. Moreover, China Li Ning, the company’s more premium fashion brand and new store project is increasingly attracting social media vibe and interest amongst the younger population.

 

NagaCorp Ltd. (Ticker: 3918-HK) also made a notable contribution to the Fund’s returns for the year. The company operates casinos in Cambodia under an exclusive long-term license. In 2018, they launched their second casino, and operational performance exceeded expectations as it ramped up, driven by strong tourist arrivals into the country and growth initiatives undertaken by NagaCorp to bolster the VIP segment.

 

Although stock selection contributed positively in all sectors in 2019, a reduced allocation to information technology relative to the Benchmark detracted from performance. From a geographic perspective, although Taiwan contributed positively to the Fund’s absolute performance, it underperformed the Benchmark due to underweight allocation. In addition, security selection in South Korea detracted from the Fund’s performance versus the Benchmark.

 

Moving on to detractors. CIMC Enric Holdings Limited (Ticker: 3899-HK) was the Fund’s most notable detractor during the year. CIMC Enric is a China-based producer of natural gas storage equipment. Amid the ongoing US-China trade tensions, China’s demand for natural gas decelerated, and the company’s volume growth was disappointing relative to expectations.

 

TCI Co. Ltd. (Ticker: 8436-TW) was also a significant detractor from Fund performance for the year. The Taiwan based company produces functional drinks and has realized strong sales in China through WeChat Commerce. The introduction of a new e-commerce law, along with the macroeconomic uncertainty in China in the second half of 2018, led to a delay in orders by key customers.

 

While 2019 has been a strong year for relative performance by the Fund, we note that the small cap segment of emerging markets continued to lag behind the broad MSCI Emerging Markets Index, trailing by 702 basis points in 2019 and marking the fourth consecutive year of relative underperformance versus large caps.

 

We, however, have seen a strong period for alpha generation in small caps in 2019 and expect to see an improving performance opportunity for small caps in 2020, as investors seek diversification amid a growth backdrop that is broadening out. We exit 2019 with a full pipeline of ideas and remain compelled by the opportunity set in emerging markets small cap.

 


8

 

 

 

We thank you for investing alongside us in the Driehaus Emerging Markets Small Cap Growth Fund and would like to express our gratitude for your continued confidence in our management capabilities.

 

Sincerely,

 

Chad Cleaver, CFA

Howard Schwab

Rich Thies

Lead Portfolio Manager

Portfolio Manager

Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index descriptions.

 


9

 

 

 

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 over the last 10 fiscal year periods (which includes performance of the Predecessor Limited Partnership’s 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 12/31/19

1 Year

3 Years

5 Years

Since Inception
(8/22/11 - 12/31/19)

10 Years

Driehaus Emerging Markets Small Cap Growth Fund (DRESX)1

33.71%

10.65%

1.83%

4.74%

6.10%

MSCI Emerging Markets Small Cap Index-N2

11.50%

6.70%

2.97%

2.65%

2.95%

MSCI Emerging Markets Small Cap Growth Index-N3

12.02%

5.59%

1.38%

1.89%

1.94%

 

 

 

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 Fund’s predecessor, for the periods before the Fund’s 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 Partnership’s 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 Partnership’s performance has been restated to reflect estimated expenses of the Fund. The returns for the periods prior to August 21, 2014, reflect fee waivers and/or reimbursements without which performance would have been lower.

 

2

The Morgan Stanley Capital International Emerging Markets Small Cap Index-Net (MSCI Emerging Markets Small Cap Index-N) is a market capitalization-weighted index designed to measure equity market performance of small cap stocks in emerging markets. Data is in U.S. dollars and is calculated with net dividend reinvestment. Source: Morgan Stanley Capital International Inc.

 


10

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

EQUITY SECURITIES — 95.8%

FAR EAST — 60.5%

China — 20.6%

               

A-Living Services Co., Ltd. — H1

    91,250     $ 315,006  

Changzhou Xingyu Automotive Lighting Systems Co., Ltd. — A

    24,900       339,521  

China Resources Cement Holdings, Ltd.

    672,914       856,654  

CIFI Holdings Group Co., Ltd.

    1,056,000       893,066  

GDS Holdings, Ltd. — ADR**

    14,173       731,043  

Hangzhou Tigermed Consulting Co., Ltd. — A

    33,748       305,954  

Jiangsu Hengli Hydraulic Co., Ltd. — A

    115,520       825,060  

Jinxin Fertility Group, Ltd.1**

    408,000       545,585  

Li Ning Co., Ltd.

    116,592       349,374  

Ping An Healthcare and Technology Co., Ltd.1**

    109,100       795,957  

Shanghai M&G Stationery, Inc. — A

    40,900       286,183  

Silergy Corp.

    15,000       475,364  

SITC International Holdings Co., Ltd.

    247,000       301,131  

Times China Holdings, Ltd.

    435,000       867,510  

Times Neighborhood Holdings, Ltd.**

    485,432       302,137  

Xinyi Glass Holdings, Ltd.

    978,000       1,295,248  

Yantai Jereh Oilfield Services Group Co., Ltd. — A

    248,800       1,320,133  

Yihai International Holding, Ltd.

    47,157       276,565  

Zhejiang Dingli Machinery Co., Ltd. — A

    96,098       986,406  

Zoomlion Heavy Industry Science and Technology Co., Ltd. — H

    903,400       757,055  
              12,824,952  

India — 13.5%

               

Aarti Surfactants, Ltd.2,3**

    2,704       0  

Aavas Financiers, Ltd.**

    26,052       723,073  

AU Small Finance Bank, Ltd.1

    51,721       581,931  

Bharat Forge, Ltd.

    44,606       301,933  

Cholamandalam Investment and Finance Co., Ltd.

    269,029       1,151,450  

Colgate-Palmolive India, Ltd.

    26,290       538,815  

Embassy Office Parks REIT

    74,600       442,302  

Godrej Properties, Ltd.**

    29,060       402,364  

Gujarat Gas, Ltd.

    194,589       647,602  

ICICI Lombard General Insurance Co., Ltd.1

    21,963       426,717  

IndiaMart InterMesh, Ltd.1**

    20,831       602,927  

Indraprastha Gas, Ltd.

    141,154       846,689  

PI Industries, Ltd.

    22,406       453,876  

Trent, Ltd.

    76,446       564,578  

Voltas, Ltd.

    79,989       738,836  
              8,423,093  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Taiwan — 10.9%

               

Accton Technology Corp.

    83,000     $ 465,157  

Airtac International Group

    29,000       451,296  

Andes Technology Corp.

    138,000       607,666  

Eclat Textile Co., Ltd.

    44,000       591,520  

Genius Electronic Optical Co., Ltd.

    42,000       822,431  

Parade Technologies, Ltd.

    89,584       1,837,881  

Realtek Semiconductor Corp.

    75,000       587,951  

Vanguard International Semiconductor Corp.

    176,000       465,584  

Voltronic Power Technology Corp.

    13,000       310,071  

Win Semiconductors Corp.

    31,000       304,033  

Wiwynn Corp.

    16,509       349,709  
              6,793,299  

Vietnam — 4.2%

               

FPT Corp.

    416,308       1,204,504  

Military Commercial Joint Stock Bank

    805,374       903,645  

Nam Long Investment Corp.

    453,537       538,236  
              2,646,385  

Malaysia — 3.5%

               

Carlsberg Brewery Malaysia BHD

    95,000       682,802  

Dialog Group BHD

    1,061,799       895,540  

Heineken Malaysia BHD

    95,300       631,839  
              2,210,181  

Thailand — 2.6%

               

Amata Corp PCL — NVDR

    1,065,600       715,054  

WHA Corp PCL — NVDR

    7,063,400       914,944  
              1,629,998  

South Korea — 1.7%

               

Koh Young Technology, Inc.

    6,719       612,957  

RFHIC Corp.

    14,880       474,148  
              1,087,105  

Indonesia — 1.5%

               

PT Bank Tabungan Pensiunan Nasional Syariah Tbk**

    2,967,700       908,534  

Singapore — 1.0%

               

Sea, Ltd. — ADR**

    15,622       628,317  

Sri Lanka — 0.5%

               

John Keells Holdings PLC

    311,933       288,242  

Cambodia — 0.5%

               

NagaCorp, Ltd.

    164,403       286,935  

Total FAR EAST

            37,727,041  
                 

SOUTH AMERICA — 13.1%

               

Brazil — 12.4%

               

Afya, Ltd. — A**

    23,175       628,506  

Arco Platform, Ltd. — A**

    6,754       298,527  

Azul SA — ADR**

    16,798       718,954  

Banco BMG SA — Pref.1

    195,200       475,056  

Bradespar SA — Pref.

    31,500       299,754  

Construtora Tenda SA

    67,100       503,579  

 

 

Notes to Financial Statements are an integral part of this Schedule.
11

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

Grupo SBF SA**

    75,800     $ 662,899  

LOG Commercial Properties e Participacoes SA

    85,400       689,110  

Lojas Renner SA

    23,970       334,818  

Movida Participacoes SA

    161,500       767,614  

Notre Dame Intermedica Participacoes SA

    30,015       509,241  

Petro Rio SA**

    42,400       348,459  

Raia Drogasil SA

    11,000       305,278  

Randon SA Implementos e Participacoes — Pref.

    94,600       315,122  

Rumo SA**

    49,400       320,516  

Sul America SA

    37,100       552,622  
              7,730,055  

Argentina — 0.7%

               

Globant SA**

    4,195       444,880  

Total SOUTH AMERICA

            8,174,935  
                 

EUROPE — 10.3%

               

Russia — 4.4%

               

Aeroflot PJSC

    337,411       562,657  

Detsky Mir PJSC1

    582,472       938,468  

Globaltrans Investment PLC — SP GDR

    66,509       588,605  

TCS Group Holding PLC — GDR

    29,723       639,045  
              2,728,775  

Greece — 2.1%

               

Hellenic Petroleum SA

    47,324       465,543  

JUMBO SA

    40,329       839,151  
              1,304,694  

Poland — 1.3%

               

CD Projekt SA

    7,115       524,168  

Dino Polska SA1**

    8,404       318,979  
              843,147  

United Kingdom — 1.0%

               

KAZ Minerals PLC

    91,847       646,508  

Turkey — 1.0%

               

Pegasus Hava Tasimaciligi AS**

    41,911       608,692  

Czech Republic — 0.5%

               

Moneta Money Bank AS1

    81,204       304,470  

Total EUROPE

            6,436,286  
                 

NORTH AMERICA — 4.0%

               

Canada — 2.0%

               

B2Gold Corp.

    316,347       1,269,237  

Mexico — 2.0%

               

Bolsa Mexicana de Valores SAB de CV

    197,500       434,328  

Grupo Aeroportuario del Centro Norte SAB de CV — ADR

    7,410       444,155  

Qualitas Controladora SAB de CV

    78,600       331,070  
              1,209,553  

Total NORTH AMERICA

            2,478,790  

 

 

 

Number of
Shares

   

Value
(Note A)

 

MIDDLE EAST — 3.6%

               

United Arab Emirates — 1.6%

               

Network International Holdings PLC1**

    117,935     $ 1,001,356  

Saudi Arabia — 1.5%

               

Leejam Sports Co. JSC

    21,899       473,438  

United International Transportation Co.

    49,207       478,782  
              952,220  

Pakistan — 0.5%

               

United Bank, Ltd.

    298,900       317,496  

Total MIDDLE EAST

            2,271,072  
                 

AFRICA — 3.3%

               

South Africa — 2.3%

               

Clicks Group, Ltd.

    25,216       461,957  

Imperial Logistics, Ltd.

    112,796       471,124  

Kumba Iron Ore, Ltd.

    16,767       499,263  
              1,432,344  

Egypt — 1.0%

               

Commercial International Bank Egypt SAE — GDR

    122,003       622,215  

Total AFRICA

            2,054,559  
                 

CENTRAL AMERICA — 1.0%

               

Panama — 1.0%

               

Copa Holdings SA — A

    5,893       636,915  

Total CENTRAL AMERICA

            636,915  

Total EQUITY SECURITIES (Cost $49,720,109)

            59,779,598  

 

               

TOTAL INVESTMENTS (COST $49,720,109)

    95.8 %   $ 59,779,598  

Other Assets In Excess Of Liabilities

    4.2 %     2,627,848  

Net Assets

    100.0 %   $ 62,407,446  

 

1

144A — This security was purchased pursuant to Rule 144A of the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At December 31, 2019, these securities amounted to $6,306,452 or 10.1% of net assets. These 144A securities have not been deemed illiquid, unless otherwise noted.

2

Pursuant to procedures adopted by Driehaus Mutual Funds’ (the “Trust”) Board of Trustees, this security has been determined to be illiquid by Driehaus Capital Management LLC, the Fund’s investment adviser.

3

Investments categorized as Level 3 pricing (See Note A in the Notes to Financial Statements).

**

Non-income producing security

 

ADR — American Depository Receipt

GDR — Global Depository Receipt

NVDR — Non-Voting Depository Receipt

REIT — Real Estate Investment Trust

SP GDR — Sponsored Global Depository Receipt

 

Notes to Financial Statements are an integral part of this Schedule.
12

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Regional Weightings*

 

Asia/Far East Ex-Japan

60.5%

South America

13.1%

Eastern Europe

7.2%

North America

4.0%

Middle East

3.6%

Africa

3.3%

Western Europe

3.1%

Central America

1.0%

 

 

Top Ten Holdings*

 

Parade Technologies, Ltd.

2.9%

Yantai Jereh Oilfield Services Group Co., Ltd. — A

2.1%

Xinyi Glass Holdings, Ltd.

2.1%

B2Gold Corp.

2.0%

FPT Corp.

1.9%

Cholamandalam Investment and Finance Co., Ltd.

1.8%

Network International Holdings PLC

1.6%

Zhejiang Dingli Machinery Co., Ltd. — A

1.6%

Detsky Mir PJSC

1.5%

WHA Corp PCL — NVDR

1.5%

 

 

 

*

All percentages are stated as a percent of net assets at December 31, 2019

 

Notes to Financial Statements are an integral part of this Schedule.
13

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Industry

Percent of
Net Assets

Air Freight & Logistics

0.8%

Airlines

4.0%

Auto Components

3.1%

Beverages

2.1%

Capital Markets

0.7%

Chemicals

0.7%

Commercial Banks

6.9%

Commercial Services & Supplies

1.0%

Communications Equipment

0.7%

Computers & Peripherals

0.6%

Construction & Engineering

1.2%

Construction Materials

1.4%

Consumer Finance

1.8%

Diversified Consumer Services

1.5%

Diversified Financial Services

0.8%

Electrical Equipment

0.5%

Electronic Equipment, Instruments & Components

3.2%

Energy Equipment & Services

3.5%

Entertainment

1.8%

Food & Staples Retailing

1.7%

Food Products

0.4%

Gas Utilities

2.4%

Health Care Providers & Services

1.7%

Health Care Technology

1.3%

 

 

Industry

Percent of
Net Assets

Hotels, Restaurants & Leisure

1.2%

Household Durables

0.8%

Industrial Conglomerates

0.5%

Information Technology Services

2.8%

Insurance

2.1%

Life Sciences Tools & Services

0.5%

Machinery

5.3%

Marine

0.5%

Metals & Mining

4.4%

Multiline Retail

1.4%

Oil, Gas & Consumable Fuels

1.3%

Personal Products

0.9%

Real Estate Investment Trust

0.7%

Real Estate Management & Development

8.5%

Road & Rail

3.5%

Semiconductors & Semiconductor Equipment

8.6%

Software

0.7%

Specialty Retail

3.9%

Textiles, Apparel & Luxury Goods

1.5%

Thrifts & Mortgage Finance

1.2%

Trading Companies & Distributors

1.0%

Transportation Infrastructure

0.7%

Other Assets in Excess of Liabilities

4.2%

TOTAL

100.0%

 

 

Notes to Financial Statements are an integral part of this Schedule.
14

 

 

 

Driehaus International Small Cap Growth Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus International Small Cap Growth Fund (“Fund”) returned 30.41% for the year ended December 31, 2019. The Fund’s benchmark, the Morgan Stanley Capital International (“MSCI”) All Country World ex USA Small Cap Growth Index (“Benchmark”), returned 24.61%.

 

Virtually all global indices closed the year near all-time highs. This is a sharp contrast to December of 2018 when markets plunged amidst concerns that the end of the economic cycle was finally here.

 

As the year unfolded, recessionary fears continued to percolate driven by the US-China trade war escalation, the ongoing Brexit saga and various other perceived geopolitical tensions. The narrower manufacturing economy began to slow amidst these trade concerns, a sharp manufacturing inventory correction and slower Chinese growth. Yet, economic data remained generally sound (particularly in services related sectors) and global stock markets powered ahead.

 

From a sector perspective, 2019 key contributors to performance versus the Benchmark were the Fund’s holdings in the information technology and financials sectors. From a geographical perspective, holdings in Japan and Hong Kong contributed positively to the performance of the Fund compared to the Benchmark.

 

Li Ning Company Limited (Ticker: 2331-HK) was the most significant contributor to the Fund’s returns for the year. The Hong Kong based company is a successful turnaround story in a very attractive China Sportswear market, with the potential to become a premium fashion brand. We believe that the company’s margin profile will continue to improve based on changes in the company’s distribution channel mix, its recent successful product introductions (which are driving better selling terms with the wholesale channel), and an increase in the company’s percentage of in-house production. Moreover, China Li Ning, the company’s more premium fashion brand and new store project is increasingly attracting social media vibe and interest amongst the younger population.

 

PUMA SE (Ticker: PUMA) also made significant contributions to the Fund’s return during 2019. PUMA is a global footwear and apparel sportswear brand that continues its push toward a successful brand turnaround. This effort seems to be coming to fruition with the company experiencing consistent market share gains and margin improvement in the growing sportswear market. It appears that relevant social media and marketing strategies, an improved product offering, and a successful re-introduction to the Basketball category in 2018 has led to improved consumer demand and global market share gains throughout 2018 and 2019, with notable strength in North America and China.

 

For 2019, security selection in the communication services and materials sectors detracted from the Fund’s performance versus the Benchmark. At the country level, while the United Kingdom and Sweden both contributed positively to Fund’s absolute performance, these positions detracted from the Fund’s performance versus the Benchmark.

 

The most significant detractor from returns for the year was Ubisoft Entertainment SA (Ticker: UBI-FR). Ubisoft is a leading global video game publishing studio. Ubisoft shares declined sharply in October following poor consumer reception to new game launches, which led to management delaying future product launches and a significant reduction of management’s full year revenue and earnings guidance.

 

CIMC Enric Holdings Limited (Ticker: 3899-HK) was also a notable detractor from the Fund in 2019. CIMC Enric is a China-based producer of natural gas storage equipment. Amid the ongoing US-China trade tensions, China’s demand for natural gas decelerated, and the company’s volume growth was disappointing relative to initial expectations.

 

We believe growth likely will start 2020 at a sluggish pace, before picking up as we approach mid-year as companies begin to normalize global inventory re-stocking and capital expenditures. We nonetheless are acutely aware that key risks exist, including geopolitical and trade tensions, increased populism and political polarization, a potential re-escalation of the trade war, continued soft capital expenditures and manufacturing, and Brexit uncertainties.

 

On a relative basis, international stocks appear historically attractive, and we believe that they could disproportionately benefit from any rebound in cyclical activities. In addition, free cash flow yields as compared to bond yields seem to be at reasonable levels historically. If the global economy does not have an acceleration as we expect, we remain optimistic that our flexible approach to growth will continue to enable us to identify companies experiencing fundamental inflections.

 


15

 

 

 

As always, we thank you for investing alongside us in the Driehaus International Small Cap Growth Fund and would like to express our gratitude for your continued confidence in our management capabilities.

 

Sincerely,

 

Daniel Burr

David Mouser

Ryan Carpenter

Portfolio Manager

Portfolio Manager

Assistant Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index description.

 


16

 

 

 

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 over the last 10 fiscal year periods, with all dividends and capital gains reinvested, with the indicated index (and dividends reinvested) for the same period.

 

Average Annual Total Returns as of 12/31/19

1 Year

3 Years

5 Years

10 Years

Driehaus International Small Cap Growth Fund (DRIOX)1

30.41%

15.29%

10.10%

9.67%

MSCI AC World ex USA Small Cap Growth Index-N2

24.61%

10.82%

7.64%

7.27%

 

 

 

1

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-Net (MSCI AC World ex USA Small Cap Growth Index-N) is a market capitalization-weighted index designed to measure equity market performance in 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 and is calculated with net dividend reinvestment. Source: Morgan Stanley Capital International Inc.

 


17

 

 

 

Driehaus International Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

EQUITY SECURITIES — 93.7%

EUROPE — 52.7%

United Kingdom — 17.1%

               

Ashmore Group PLC

    533,271     $ 3,659,024  

Aveva Group PLC

    31,335       1,932,548  

Balfour Beatty PLC

    788,088       2,728,776  

Clinigen Group PLC

    202,784       2,483,294  

ConvaTec Group PLC1

    1,266,502       3,329,236  

Cranswick PLC

    37,171       1,669,135  

Croda International PLC

    38,731       2,626,735  

Electrocomponents PLC

    94,442       847,669  

Endava PLC — SP ADR**

    44,528       2,075,005  

Greggs PLC

    122,652       3,733,466  

Intermediate Capital Group PLC

    122,399       2,610,305  

Serco Group PLC**

    1,904,279       4,083,805  

Spirax-Sarco Engineering PLC

    22,790       2,683,698  

Stock Spirits Group PLC

    439,251       1,201,491  

Subsea 7 SA

    163,067       1,949,345  

The Weir Group PLC

    154,161       3,082,444  

Vesuvius PLC

    377,140       2,497,814  

WH Smith PLC

    78,565       2,705,765  
              45,899,555  

Germany — 6.4%

               

Duerr AG

    68,269       2,326,430  

Hornbach Holding AG & Co. KGaA

    17,816       1,288,987  

Puma SE

    32,653       2,503,458  

Rheinmetall AG

    10,742       1,233,854  

Scout24 AG1

    44,039       2,912,057  

TAG Immobilien AG

    102,047       2,536,581  

TeamViewer AG**

    123,056       4,400,477  
              17,201,844  

France — 6.2%

               

Coface SA

    294,983       3,629,796  

Constellium SE**

    288,439       3,865,083  

Edenred

    24,400       1,261,739  

JCDecaux SA

    43,156       1,330,260  

Teleperformance

    9,341       2,277,884  

Ubisoft Entertainment SA**

    19,143       1,322,295  

Virbac SA**

    10,723       2,844,632  
              16,531,689  

Italy — 4.6%

               

Amplifon SpA

    67,018       1,927,472  

Autogrill SpA

    239,898       2,510,654  

DiaSorin SpA

    13,756       1,780,642  

Leonardo SpA

    368,185       4,315,797  

Piaggio & C SpA

    554,655       1,709,694  
              12,244,259  

Denmark — 3.4%

               

Ascendis Pharma AS — ADR**

    9,628       1,339,447  

GN Store Nord AS

    27,570       1,296,589  

Netcompany Group AS1**

    64,719       3,079,613  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Royal Unibrew AS

    35,916     $ 3,288,690  
              9,004,339  

Netherlands — 3.1%

               

Argenx SE**

    11,565       1,862,854  

ASM International NV

    22,947       2,577,837  

BE Semiconductor Industries NV

    44,095       1,704,446  

OCI NV**

    99,469       2,092,029  
              8,237,166  

Switzerland — 2.2%

               

Galenica AG1

    47,271       2,923,300  

Softwareone Holding AG**

    14,685       375,546  

Tecan Group AG

    9,687       2,722,529  
              6,021,375  

Luxembourg — 2.0%

               

B&M European Value Retail SA

    606,756       3,292,013  

Befesa SA1

    51,686       2,203,105  
              5,495,118  

Sweden — 1.8%

               

Elekta AB — B

    82,880       1,091,487  

Getinge AB — B

    106,120       1,971,406  

Tele2 AB — B

    123,603       1,792,744  
              4,855,637  

Finland — 1.8%

               

Huhtamaki OYJ

    62,410       2,896,832  

Tokmanni Group Corp.

    128,141       1,813,953  
              4,710,785  

Russia — 1.2%

               

Globaltrans Investment PLC — SP GDR

    120,195       1,063,726  

X5 Retail Group NV — GDR

    64,487       2,224,802  
              3,288,528  

Belgium — 1.1%

               

Barco NV

    12,104       2,973,389  

Spain — 1.0%

               

Masmovil Ibercom SA**

    118,563       2,705,072  

Turkey — 0.8%

               

Migros Ticaret AS**

    538,898       2,194,001  

Total EUROPE

            141,362,757  
                 

FAR EAST — 25.0%

               

Japan — 17.6%

               

CKD Corp.

    137,152       2,320,053  

Fujitec Co., Ltd.

    82,350       1,348,310  

Harmonic Drive Systems, Inc.

    61,728       2,993,940  

Hitachi High-Technologies Corp.

    29,033       2,068,155  

Kobe Bussan Co., Ltd.

    56,186       1,939,142  

Lasertec Corp.

    40,906       2,093,207  

M&A Capital Partners Co., Ltd.**

    49,678       2,025,434  

Minebea Mitsumi, Inc.

    109,454       2,293,744  

Nichias Corp.

    62,330       1,597,617  

Nihon Unisys, Ltd.

    61,118       1,926,549  

 

 

Notes to Financial Statements are an integral part of this Schedule.
18

 

 

 

Driehaus International Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

PALTAC Corp.

    19,346     $ 932,981  

SCSK Corp.

    56,705       2,959,066  

SG Holdings Co., Ltd.

    53,823       1,218,578  

Shimadzu Corp.

    104,800       3,317,951  

Square Enix Holdings Co., Ltd.

    77,368       3,866,442  

Sugi Holdings Co., Ltd.

    44,731       2,371,272  

TechnoPro Holdings, Inc.

    31,250       2,200,198  

THK Co., Ltd.

    42,223       1,153,356  

Tokyo Tatemono Co., Ltd.

    243,141       3,824,288  

United Arrows, Ltd.

    84,755       2,410,317  

Yokogawa Electric Corp.

    124,360       2,207,818  
              47,068,418  

Taiwan — 2.5%

               

Eclat Textile Co., Ltd.

    114,028       1,532,951  

Giant Manufacturing Co., Ltd.

    361,824       2,570,921  

Hiwin Technologies Corp.

    141,132       1,322,951  

Win Semiconductors Corp.

    143,000       1,402,475  
              6,829,298  

Australia — 1.9%

               

Megaport, Ltd.**

    379,153       2,857,596  

NEXTDC, Ltd.**

    494,087       2,281,452  
              5,139,048  

China — 1.7%

               

Beijing Chunlizhengda Medical Instruments Co., Ltd. — H

    170,691       1,004,348  

CIMC Enric Holdings, Ltd.

    2,103,632       1,255,328  

Li Ning Co., Ltd.

    736,820       2,207,916  
              4,467,592  

South Korea — 1.3%

               

Douzone Bizon Co., Ltd.

    28,168       1,972,941  

Koh Young Technology, Inc.

    16,173       1,475,422  
              3,448,363  

Total FAR EAST

            66,952,719  
                 

NORTH AMERICA — 9.1%

               

Canada — 8.2%

               

Boardwalk REIT

    102,647       3,630,647  

CAE, Inc.

    160,276       4,243,417  

CCL Industries, Inc. — B

    28,750       1,224,789  

Empire Co., Ltd. — A

    47,493       1,114,040  

Kelt Exploration, Ltd.**

    552,924       2,073,651  

Kinaxis, Inc.**

    27,604       2,126,181  

Morneau Shepell, Inc.

    100,427       2,613,244  

Parkland Fuel Corp.

    134,363       4,936,628  
              21,962,597  

Mexico — 0.9%

               

Alsea SAB de CV**

    510,208       1,344,634  

Grupo Cementos de Chihuahua SAB de CV

    196,386       1,048,535  
              2,393,169  

Total NORTH AMERICA

            24,355,766  
                 

 

 

 

Number of
Shares

   

Value
(Note A)

 

SOUTH AMERICA — 3.3%

               

Brazil — 2.3%

               

Rumo SA**

    337,872     $ 2,192,174  

Sul America SA

    260,635       3,882,280  
              6,074,454  

Uruguay — 1.0%

               

Arcos Dorados Holdings, Inc. — A

    345,649       2,799,757  

Total SOUTH AMERICA

            8,874,211  
                 

MIDDLE EAST — 2.0%

               

United Arab Emirates — 1.1%

               

Network International Holdings PLC1**

    345,556       2,934,027  

Israel — 0.9%

               

Nice, Ltd. — SP ADR**

    15,352       2,381,863  

Total MIDDLE EAST

            5,315,890  
                 

CENTRAL AMERICA — 0.9%

               

Panama — 0.9%

               

Copa Holdings SA — A

    22,990       2,484,759  

Total CENTRAL AMERICA

            2,484,759  
                 

AFRICA — 0.7%

               

South Africa — 0.7%

               

Clicks Group, Ltd.

    105,830       1,938,806  

Total AFRICA

            1,938,806  

Total EQUITY SECURITIES (Cost $207,367,162)

            251,284,908  

 

               

TOTAL INVESTMENTS (COST $207,367,162)

    93.7 %   $ 251,284,908  

Other Assets In Excess Of Liabilities

    6.3 %     16,943,783  

Net Assets

    100.0 %   $ 268,228,691  

 

1

144A — This security was purchased pursuant to Rule 144A of the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. At December 31, 2019, these securities amounted to $17,381,338 or 6.5% of net assets. These 144A securities have not been deemed illiquid.

**

Non-income producing security

 

ADR — American Depository Receipt

GDR — Global Depository Receipt

REIT — Real Estate Investment Trust

SP ADR — Sponsored American Depository Receipt

SP GDR — Sponsored Global Depository Receipt

 

Notes to Financial Statements are an integral part of this Schedule.
19

 

 

 

Driehaus International Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Regional Weightings*

 

Western Europe

50.7%

Japan

17.6%

North America

9.1%

Asia/Far East Ex-Japan

7.4%

South America

3.3%

Eastern Europe

2.0%

Middle East

2.0%

Central America

0.9%

Africa

0.7%

 

 

Top Ten Holdings*

 

Parkland Fuel Corp.

1.8%

TeamViewer AG

1.6%

Leonardo SpA

1.6%

CAE, Inc.

1.6%

Serco Group PLC

1.5%

Sul America SA

1.4%

Square Enix Holdings Co., Ltd.

1.4%

Constellium SE

1.4%

Tokyo Tatemono Co., Ltd.

1.4%

Greggs PLC

1.4%

 

 

 

*

All percentages are stated as a percent of net assets at December 31, 2019

 

Notes to Financial Statements are an integral part of this Schedule.
20

 

 

 

Driehaus International Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Industry

Percent of
Net Assets

Aerospace & Defense

3.2%

Air Freight & Logistics

0.5%

Airlines

0.9%

Automobiles

0.6%

Beverages

1.7%

Biotechnology

1.2%

Building Products

0.6%

Capital Markets

3.1%

Chemicals

1.8%

Commercial Services & Supplies

2.8%

Construction & Engineering

1.0%

Construction Materials

0.4%

Containers & Packaging

1.5%

Distributors

0.3%

Diversified Telecommunication Services

1.0%

Electronic Equipment, Instruments & Components

4.4%

Energy Equipment & Services

0.7%

Entertainment

1.9%

Food & Staples Retailing

4.4%

Food Products

0.6%

Health Care Equipment & Supplies

3.9%

Health Care Providers & Services

1.8%

Hotels, Restaurants & Leisure

3.9%

 

 

Industry

Percent of
Net Assets

Industrial Conglomerates

0.5%

Information Technology Services

5.6%

Insurance

2.8%

Interactive Media & Services

1.1%

Leisure Equipment & Products

1.0%

Life Sciences Tools & Services

1.9%

Machinery

8.7%

Media

0.5%

Metals & Mining

1.4%

Multiline Retail

1.9%

Oil, Gas & Consumable Fuels

2.6%

Pharmaceuticals

1.1%

Professional Services

2.6%

Real Estate Investment Trust

1.4%

Real Estate Management & Development

2.4%

Road & Rail

1.2%

Semiconductors & Semiconductor Equipment

3.5%

Software

5.9%

Specialty Retail

2.4%

Textiles, Apparel & Luxury Goods

2.3%

Wireless Telecommunication Services

0.7%

Other Assets in Excess of Liabilities

6.3%

TOTAL

100.0%

 

 

Notes to Financial Statements are an integral part of this Schedule.
21

 

 

 

Driehaus Micro Cap Growth Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus Micro Cap Growth Fund (“Fund”) returned 33.89% for the year ended December 31, 2019. This return outperformed the Fund’s benchmark, the Russell Microcap® Growth Index (the “Benchmark”), which returned 23.33% for the same period.

 

A year ago, in the December quarter of 2018, equities were in a near free fall. The average US stock was in a cyclical bear market, as it seemed that the market was convinced the Federal Reserve was hiking interest rates too aggressively, which many investors perceived to be a major policy mistake. One year later the policy backdrop has brightened considerably. The Federal Reserve’s dovish actions over the course of 2019 appears to have successfully re-steepened the yield curve and helped stabilize economic conditions, kicking recessionary concerns far down the road. The US-China trade conflict even saw some thawing, as both sides have signed a Phase 1 agreement. As a result, from October to December, equities enjoyed a steady advance to new highs for most of the major averages. In October, the S&P 500 and the Nasdaq Indices made new all-time highs, and the small cap Russell 2000 Index similarly reached a new high in November. Micro caps, after lagging since the summer of 2018, surged, outperforming all other market cap ranges during the last three months of the year.

 

The Federal Reserve’s dovish policy pivot, better economic data and reduced odds of a recession fueled strength and certainly boosted micro caps as they materially outperformed large caps in the fourth quarter. This current advance, which is broad in terms of market cap, style and sector leadership is potentially a powerful signal as we enter the new year of 2020. The US market has impressively emerged out of a two-year consolidation and appears to be in a healthy position to sustain its advance. We believe that the equity outlook for the year ahead is supported by the potential for stable to even improved economic and earnings growth compared to 2019. Other potential positive factors include an accommodative monetary policy, sustained low inflation and interest rates, continued strong consumer spending, services growth and potentially improved manufacturing data which should in turn drive capital expenditure growth. Importantly, it is our belief that all these variables provide a constructive environment for smaller cap equities to continue their recent outperformance versus large caps.

 

We see a healthy US consumer enjoying robust labor markets, increasing wages and rising overall wealth, which should support consumer spending growth. Services (non-manufacturing) remains strong in the US and together with consumer spending makes up most of the US economy and offsets the relatively smaller manufacturing and export related sides of the economy, both of which have been weak but should see improvement in 2020.

 

For the year 2019, key contributors to performance versus the Benchmark were the Fund’s selection of holdings in the health care and information technology sectors.

 

Reata Pharmaceuticals, Inc. (Ticker: RETA) was the top contributor to Fund performance for the year. Reata is a development stage drug company focused on diseases associated with metabolic dysfunction. In October of 2019 the company released high level details from a phase 3 study in patients with Friedrick’s Ataxia, indicating the study had succeeded. Shares of the stock rallied over 100%.

 

Cardlytics, Inc. (Ticker: CDLX) also contributed to the Fund’s performance for the period. The company uses purchase intelligence from banking rewards programs to provide relevant and measurable advertising outcomes. Cardlytics, Inc. was a top contributor as the stock reacted positively to a strong third quarter report, in which billings growth accelerated and 2019 guidance was significantly increased.

 

During the period, the two sectors that detracted the most value from Fund performance versus the Benchmark were selections within the industrials and materials sectors.

 

The holding that detracted the most from the Fund’s return during the period was QuinStreet (Ticker: QNST). The company is a leading internet performance marketing company. The stock declined 20% as fiscal year 2019 (June) guidance was reduced on the December quarter 2018 report. Guidance was cut due to weakness in refinancing activity and restructuring at an education client.

 

Fluidigm Corporation (Ticker: FLDM) was also a detractor to the Fund’s returns for the period. Fluidigm is a commercial stage life sciences tools company, commercializing products that quantify and characterize biological constituents for researchers. In August, Fluidigm reported second quarter operating results below guidance and consensus expectations and gave September quarter guidance below expectations, driven by lumpiness in orders from their growth product line.

 


22

 

 

 

The market environment appears brighter as economic and earnings conditions have incrementally improved and as the concerns about monetary policy and trade policy have ebbed. There are certainly a handful of market risks, which we are monitoring carefully but on balance, the outlook into the new year is attractive.

 

We continue to see broad fundamental strength within health care (biotech, medical devices, life science tools and diagnostics) as many companies with innovative products continue to gain market share. Within technology, software, information technology services and ecommerce remain robust as the mega-trends of cloud adoption and digitalization are multi-year in nature. Within consumer, financials, industrials and other cyclicals, we see positive and incremental opportunities as these groups experience improving fundamentals.

 

Thank you for investing alongside us in the Driehaus Micro Cap Growth Fund. We appreciate your continued confidence in our management capabilities.

 

Sincerely,

 

Jeff James

Michael Buck

Lead Portfolio Manager

Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index description.

 


23

 

 

 

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 over the last 10 fiscal year periods (which includes performance of the Predecessor Limited Partnership), 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 12/31/19

1 Year

3 Years

5 Years

Since Inception (11/18/13 - 12/31/19)

10 Years

Driehaus Micro Cap Growth Fund (DMCRX)1

33.89%

20.02%

15.16%

15.01%

16.33%

Russell Microcap® Growth Index2

23.33%

7.28%

4.87%

5.85%

10.69%

 

 

 

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 Fund’s predecessors, for the periods before the Fund’s 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 Partnership’s 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 Partnership’s performance has been restated to reflect estimated expenses of the Fund. The returns for periods prior to November 18, 2016, 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.

 


24

 

 

 

Driehaus Micro Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

EQUITY SECURITIES — 99.4%

HEALTH CARE — 35.2%

Biotechnology — 18.8%

               

Allakos, Inc.**

    11,136     $ 1,061,929  

Apellis Pharmaceuticals, Inc.**

    59,865       1,833,066  

Argenx SE — ADR**

    30,148       4,839,357  

Castle Biosciences, Inc.**

    65,556       2,253,160  

Cytokinetics, Inc.**

    318,101       3,375,052  

Dicerna Pharmaceuticals, Inc.**

    160,729       3,540,860  

Eidos Therapeutics, Inc.**

    28,951       1,661,498  

Forty Seven, Inc.**

    33,926       1,335,667  

Global Blood Therapeutics, Inc.**

    51,087       4,060,906  

Immunovant, Inc.**

    97,569       1,546,469  

Merus NV**

    117,680       1,656,934  

Mirati Therapeutics, Inc.**

    15,766       2,031,607  

Momenta Pharmaceuticals, Inc.**

    70,470       1,390,373  

Natera, Inc.**

    62,272       2,097,944  

Orchard Therapeutics PLC — ADR**

    134,680       1,851,850  

Principia Biopharma, Inc.**

    49,309       2,701,147  

SpringWorks Therapeutics, Inc.**

    73,630       2,834,019  

Sutro Biopharma, Inc.**

    36,479       401,269  

Turning Point Therapeutics, Inc.**

    39,568       2,464,691  

Twist Bioscience Corp.**

    75,186       1,578,906  

Veracyte, Inc.**

    67,000       1,870,640  

Vericel Corp.**

    92,161       1,603,601  

Y-mAbs Therapeutics, Inc.**

    80,951       2,529,719  
              50,520,664  

Pharmaceuticals — 6.7%

               

Axsome Therapeutics, Inc.**

    49,469       5,113,116  

Collegium Pharmaceutical, Inc.**

    46,210       951,002  

MyoKardia, Inc.**

    75,013       5,467,323  

Odonate Therapeutics, Inc.**

    79,321       2,573,966  

Revance Therapeutics, Inc.**

    114,285       1,854,846  

Tricida, Inc.**

    54,716       2,064,982  
              18,025,235  

Health Care Equipment & Supplies — 5.4%

       

Alphatec Holdings, Inc.**

    225,569       1,600,412  

BioLife Solutions, Inc.**

    95,815       1,550,287  

OrthoPediatrics Corp.**

    99,865       4,692,656  

SI-BONE, Inc.**

    104,803       2,253,264  

Tactile Systems Technology, Inc.**

    28,630       1,932,811  

Tandem Diabetes Care, Inc.**

    29,445       1,755,216  

Vapotherm, Inc.**

    54,630       664,301  

ViewRay, Inc.**

    47,573       200,758  
              14,649,705  

Health Care Technology — 2.8%

       

Inspire Medical Systems, Inc.**

    77,198       5,728,864  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Phreesia, Inc.**

    64,247     $ 1,711,540  
              7,440,404  

Life Sciences Tools & Services — 1.0%

       

NeoGenomics, Inc.**

    89,309       2,612,288  

Health Care Providers & Services — 0.5%

       

Fulgent Genetics, Inc.**

    110,988       1,431,745  

Total HEALTH CARE

            94,680,041  
                 

INFORMATION TECHNOLOGY — 23.3%

       

Semiconductors & Semiconductor Equipment — 10.0%

Adesto Technologies Corp.**

    158,951       1,351,083  

FormFactor, Inc.**

    82,112       2,132,449  

Ichor Holdings, Ltd.**

    151,853       5,052,149  

Impinj, Inc.**

    66,235       1,712,837  

Inphi Corp.**

    50,161       3,712,917  

Silicon Motion Technology Corp. — ADR

    78,593       3,985,451  

SiTime Corp.**

    95,667       2,439,509  

SMART Global Holdings, Inc.**

    86,075       3,265,686  

Ultra Clean Holdings, Inc.**

    135,865       3,188,752  
              26,840,833  

Information Technology Services — 7.5%

       

ChaSerg Technology

               

Acquisition Corp. — A**

    185,248       2,002,531  

Endava PLC — SP ADR**

    113,964       5,310,722  

I3 Verticals, Inc. — A**

    137,433       3,882,482  

Limelight Networks, Inc.**

    469,670       1,916,254  

Perficient, Inc.**

    100,383       4,624,645  

Repay Holdings Corp.**

    171,569       2,513,486  
              20,250,120  

Software — 3.8%

               

Alteryx, Inc. — A**

    11,037       1,104,473  

Digital Turbine, Inc.**

    237,261       1,691,671  

Everbridge, Inc.**

    18,210       1,421,837  

Five9, Inc.**

    16,037       1,051,706  

SVMK, Inc.**

    71,099       1,270,539  

Telaria, Inc.**

    413,805       3,645,622  
              10,185,848  

Electronic Equipment, Instruments & Components — 1.5%

Knowles Corp.**

    62,025       1,311,829  

nLight, Inc.**

    131,544       2,667,712  
              3,979,541  

Communications Equipment — 0.5%

       

Infinera Corp.**

    175,939       1,396,956  

Total INFORMATION TECHNOLOGY

            62,653,298  
                 

CONSUMER DISCRETIONARY — 13.3%

       

Specialty Retail — 4.6%

               

Boot Barn Holdings, Inc.**

    113,075       5,035,230  

Hibbett Sports, Inc.**

    60,087       1,684,839  

Sonic Automotive, Inc. — A

    86,550       2,683,050  

Sportsman’s Warehouse Holdings, Inc.**

    257,705       2,069,371  

 

 

Notes to Financial Statements are an integral part of this Schedule.
25

 

 

 

Driehaus Micro Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

Stage Stores, Inc.

    109,149     $ 886,290  
              12,358,780  

Household Durables — 2.9%

               

Installed Building Products, Inc.**

    30,235       2,082,284  

Skyline Champion Corp.**

    142,038       4,502,605  

The Lovesac Co.**

    79,305       1,272,845  
              7,857,734  

Textiles, Apparel & Luxury Goods — 1.3%

       

Crocs, Inc.**

    83,951       3,516,707  

Internet & Catalog Retail — 1.1%

       

The Rubicon Project, Inc.**

    353,447       2,884,128  

Automobiles — 1.0%

               

Winnebago Industries, Inc.

    51,050       2,704,629  

Hotels, Restaurants & Leisure — 1.0%

       

Papa John’s International, Inc.

    42,395       2,677,244  

Leisure Equipment & Products — 0.9%

       

Callaway Golf Co.

    110,285       2,338,042  

Diversified Consumer Services — 0.5%

       

OneSpaWorld Holdings, Ltd.**

    76,223       1,283,595  

Total CONSUMER DISCRETIONARY

            35,620,859  
                 

INDUSTRIALS — 12.5%

               

Machinery — 5.0%

               

Chart Industries, Inc.**

    19,247       1,298,980  

Columbus McKinnon Corp.

    47,531       1,902,666  

Douglas Dynamics, Inc.

    25,716       1,414,380  

Federal Signal Corp.

    55,013       1,774,169  

Kadant, Inc.

    14,185       1,494,248  

Kornit Digital, Ltd.**

    35,371       1,210,749  

Meritor, Inc.**

    94,173       2,466,391  

SPX FLOW, Inc.**

    41,284       2,017,549  
              13,579,132  

Building Products — 1.7%

               

American Woodmark Corp.**

    12,494       1,305,748  

Gibraltar Industries, Inc.**

    38,852       1,959,695  

Patrick Industries, Inc.

    25,494       1,336,650  
              4,602,093  

Trading Companies & Distributors — 1.5%

       

H&E Equipment Services, Inc.

    64,704       2,163,055  

Rush Enterprises, Inc. — A

    42,630       1,982,295  
              4,145,350  

Commercial Services & Supplies — 1.1%

       

Casella Waste Systems, Inc. — A**

    32,976       1,517,885  

Knoll, Inc.

    51,918       1,311,449  
              2,829,334  

Construction & Engineering — 0.9%

       

Arcosa, Inc.

    56,655       2,523,980  

Road & Rail — 0.9%

               

Saia, Inc.**

    26,136       2,433,784  

Professional Services — 0.7%

               

ICF International, Inc.

    20,704       1,896,900  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Aerospace & Defense — 0.5%

               

Vectrus, Inc.**

    25,556     $ 1,310,001  

Electrical Equipment — 0.2%

               

Vicor Corp.**

    8,656       404,408  

Total INDUSTRIALS

            33,724,982  
                 

FINANCIALS — 8.0%

               

Insurance — 4.5%

               

BRP Group, Inc. — A**

    117,124       1,879,840  

eHealth, Inc.**

    32,210       3,094,737  

Goosehead Insurance, Inc. — A

    44,013       1,866,151  

Kinsale Capital Group, Inc.

    23,543       2,393,381  

Palomar Holdings, Inc.**

    59,828       3,020,716  
              12,254,825  

Thrifts & Mortgage Finance — 2.2%

       

Meta Financial Group, Inc.

    84,865       3,098,421  

NMI Holdings, Inc. — A**

    82,013       2,721,191  
              5,819,612  

Commercial Banks — 1.3%

               

TriState Capital Holdings, Inc.**

    58,334       1,523,684  

Triumph Bancorp, Inc.**

    52,099       1,980,804  
              3,504,488  

Total FINANCIALS

            21,578,925  
                 

CONSUMER STAPLES — 2.6%

               

Personal Products — 1.9%

               

BellRing Brands, Inc. — A**

    120,606       2,567,702  

elf Beauty, Inc.**

    161,548       2,605,769  
              5,173,471  

Food Products — 0.7%

               

Freshpet, Inc.**

    32,334       1,910,616  

Total CONSUMER STAPLES

            7,084,087  
                 

COMMUNICATION SERVICES — 2.6%

       

Media — 1.8%

               

Cardlytics, Inc.**

    77,383       4,864,295  

Interactive Media & Services — 0.8%

       

EverQuote, Inc. — A**

    63,482       2,180,607  

Total COMMUNICATION SERVICES

            7,044,902  
                 

MATERIALS — 1.3%

               

Metals & Mining — 0.9%

               

Constellium SE**

    177,989       2,385,053  

Paper & Forest Products — 0.4%

       

Boise Cascade Co.

    32,000       1,168,960  

Total MATERIALS

            3,554,013  
                 

 

 

Notes to Financial Statements are an integral part of this Schedule.
26

 

 

 

Driehaus Micro Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

ENERGY — 0.6%

               

Oil, Gas & Consumable Fuels — 0.6%

       

Scorpio Tankers, Inc.

    37,432     $ 1,472,575  

Total ENERGY

            1,472,575  

Total EQUITY SECURITIES (Cost $192,335,405)

            267,413,682  

 

               

TOTAL INVESTMENTS (COST $192,335,405)

    99.4 %   $ 267,413,682  

Other Assets In Excess Of Liabilities

    0.6 %     1,706,488  

Net Assets

    100.0 %   $ 269,120,170  

 

**

Non-income producing security

 

ADR — American Depository Receipt

SP ADR — Sponsored American Depository Receipt

 

 

Top Ten Holdings*

 

Inspire Medical Systems, Inc.

2.1 %

MyoKardia, Inc.

2.0 %

Endava PLC — SP ADR

2.0 %

Axsome Therapeutics, Inc.

1.9 %

Ichor Holdings, Ltd.

1.9 %

Boot Barn Holdings, Inc.

1.9 %

Cardlytics, Inc.

1.8 %

Argenx SE — ADR

1.8 %

OrthoPediatrics Corp.

1.7 %

Perficient, Inc.

1.7 %

 

 

*

All percentages are stated as a percent of net assets at December 31, 2019.

 

Notes to Financial Statements are an integral part of this Schedule.
27

 

 

 

Driehaus Micro Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Industry

Percent of
Net Assets

Aerospace & Defense

0.5%

Automobiles

1.0%

Biotechnology

18.8%

Building Products

1.7%

Commercial Banks

1.3%

Commercial Services & Supplies

1.1%

Communications Equipment

0.5%

Construction & Engineering

0.9%

Diversified Consumer Services

0.5%

Electrical Equipment

0.2%

Electronic Equipment, Instruments & Components

1.5%

Food Products

0.7%

Health Care Equipment & Supplies

5.4%

Health Care Providers & Services

0.5%

Health Care Technology

2.8%

Hotels, Restaurants & Leisure

1.0%

Household Durables

2.9%

Information Technology Services

7.5%

Insurance

4.5%

Interactive Media & Services

0.8%

 

 

Industry

Percent of
Net Assets

Internet & Catalog Retail

1.1%

Leisure Equipment & Products

0.9%

Life Sciences Tools & Services

1.0%

Machinery

5.0%

Media

1.8%

Metals & Mining

0.9%

Oil, Gas & Consumable Fuels

0.6%

Paper & Forest Products

0.4%

Personal Products

1.9%

Pharmaceuticals

6.7%

Professional Services

0.7%

Road & Rail

0.9%

Semiconductors & Semiconductor Equipment

10.0%

Software

3.8%

Specialty Retail

4.6%

Textiles, Apparel & Luxury Goods

1.3%

Thrifts & Mortgage Finance

2.2%

Trading Companies & Distributors

1.5%

Other Assets in Excess of Liabilities

0.6%

TOTAL

100.0%

 

 

Notes to Financial Statements are an integral part of this Schedule.
28

 

 

 

Driehaus Small Cap Growth Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus Small Cap Growth Fund (“Fund”) Investor class (DVSMX) returned 40.25% and Institutional class (DNSMX) returned 40.62% for the year ended December 31, 2019. This return outperformed the Fund’s benchmark, the Russell 2000® Growth Index (the “Benchmark”), which returned 28.48% for the same period.

 

A year ago, in the December quarter of 2018, equities were in a near free fall. The average US stock was in a cyclical bear market, and the market appeared convinced that the Federal Reserve was hiking interest rates too aggressively, which many investors considered a major policy mistake. One year later the policy backdrop has brightened considerably. The Federal Reserve’s dovish actions over the course of 2019 successfully re-steepened the yield curve and helped stabilize economic conditions, kicking recessionary concerns far down the road. The US-China trade conflict even saw some thawing, as both sides have signed a Phase 1 agreement. As a result, from October to December, equities enjoyed a steady advance to new highs for most of the major averages. In October, the S&P 500 and the Nasdaq Indices made new all-time highs and the small cap Russell 2000 Index then followed-on by reaching a new high in November.

 

The Federal Reserve’s dovish policy pivot, better economic data and reduced odds of a recession fueled strength and boosted small caps as they materially outperformed large caps in the fourth quarter. This recent advance, which has been broad in terms of market cap, style and sector leadership is potentially a powerful signal as we enter the new year of 2020. The US market has impressively emerged out of a two-year consolidation and appears to be in a healthy position to sustain its advance. We believe that the equity outlook for the year ahead is supported by the potential for stable to even improved economic and earnings growth compared to 2019. Other positive factors include an accommodative monetary policy, sustained low inflation and interest rates, continued strong consumer spending, services growth and potentially improved manufacturing data that should result in capital expenditure growth. Importantly, all these variables should provide a constructive environment for smaller cap equities to continue their recent outperformance versus large caps.

 

We see a healthy US consumer enjoying robust labor markets, increasing wages and rising overall wealth, which should support consumer spending growth. Services (non-manufacturing) remains strong in the US and together with consumer spending makes up most of the US economy and offsets the relatively smaller manufacturing and export related sides of the economy, both of which have been weak but should see improvement in 2020.

 

For the year 2019, key contributors to performance versus the Benchmark were the Fund’s selection of holdings in the health care and information technology services sectors.

 

Roku, Inc. (Ticker: ROKU) is an Over The Top (OTT) streaming platform company. In 2019, Roku’s streaming platform achieved critical scale as active accounts in the US on the platform grew 35%+ to over 36 million. In addition, 2019 marked the year where advertising budgets shifted from linear cable television to OTT streaming platforms at an accelerating rate resulting in Roku seeing a robust ad spending environment. Advertising on OTT platforms is still <5% of overall TV ad budgets, which presents a long runway for growth. Although we took some profits in 2019, we still maintain a smaller weighting in the stock.

 

Array BioPharma Inc. (Ticker: ARRY) also contributed to the Fund’s performance for the period. Array BioPharma is a commercial stage biopharma company developing therapies to treat genetically-defined cancers. In May, they announced updated clinical data in a subset of colorectal cancer that substantially improved the likelihood that they’d reach market in a greenfield indication. In June, Pfizer announced they were acquiring Array for a large premium (nearly 60%) and a market value of $11.4 billion.

 

During the period, the two sectors that detracted the most value from Fund performance versus the Benchmark were selections within the industrials and materials.

 

The holding that detracted the most from the Fund’s return during the period was Sarepta Therapeutics (Ticker: SRPT). Sarepta is a commercial stage drug company with a deep pipeline of genetic medicines. During 2019, Sarepta was dealt a setback when the FDA rejected the new drug application for their second muscular dystrophy drug. At the time, it was unclear what the reasoning was for the rejection, but it seemed possible that the rejection resulted from a potential conflict with FDA. Though we believed this to be unlikely, we sold SRPT for a loss in lieu of other ideas with less controversy.

 

Harsco Corporation (Ticker: HSC) was also a notable detractor to the Fund’s returns for the period. Harsco Corporation provides outsourced and on-site mill services to metal producing companies. During 2019, Harsco underwent a portfolio shift towards environmental services which was expected to be accretive to both margins and earnings. However, the

 


29

 

 

 

stock underperformed as synergies from the environmental services did not materialize fast enough while demand in other end markets deteriorated faster than expected. Due to these issues, we sold Harsco for a loss to focus on other ideas with more favorable end market outlooks.

 

The market environment appears brighter as economic and earnings conditions have incrementally improved and as the concerns about monetary policy and trade policy seem to have ebbed. There are certainly a handful of market risks, which we are monitoring carefully but on balance, the outlook into the new year is attractive.

 

We continue to see broad fundamental strength within health care (biotech, medical devices, life science tools and diagnostics) as many companies with innovative products continue to gain market share. Within technology, software, information technology services and e-commerce remain robust as the mega-trends of cloud adoption and digitalization are multi-year in nature. Within consumer, financials, industrials and other cyclicals, we see positive and incremental opportunities as these groups experience improving fundamentals.

 

Thank you for investing alongside us in the Driehaus Small Cap Growth Fund. We appreciate your continued confidence in our management capabilities.

 

Sincerely,

 

Jeff James

Michael Buck

Lead Portfolio Manager

Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index description.

 


30

 

 

 

Driehaus 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 over the last 10 fiscal year periods (which includes performance of the Predecessor Partnership), 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 12/31/19

1 Year

Since Inception (8/21/17 - 12/31/19)

3 Years

5 Years

10 Years

Driehaus Small Cap Growth Fund Investor Class (DVSMX)1

40.25%

25.55%

23.71%

16.19%

16.78%

Driehaus Small Cap Growth Fund Institutional Class (DNSMX)1

40.62%

25.87%

23.96%

16.33%

16.85%

Russell 2000® Growth Index2

28.48%

13.10%

12.49%

9.34%

13.01%

 

 

 

1

The Driehaus Small Cap Growth Fund (“the Fund”) performance shown above includes the performance of the Driehaus Institutional Small Cap, L.P. (the “Predecessor Partnership”), one of the Fund’s predecessors, for the periods before the Fund’s registration statement became effective. The Predecessor Partnership was managed by the same investment team with substantially the same investment objective, policies and philosophies as are followed by the Fund. The Fund succeeded to the Predecessor Partnership’s assets together with the assets of the Driehaus Institutional Small Cap Recovery Fund, L.P., Driehaus Small Cap Recovery Fund, L.P. and Driehaus Small Cap Investors, L.P. (together, the “Limited Partnerships”) on August 21, 2017. The investment portfolios of the Limited Partnerships were identical and therefore had similar performance. The performance of the Predecessor Partnership is shown here because it has been in operation the longest. The Predecessor 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 Partnership had been registered under the 1940 Act, its performance may have been adversely affected. The Predecessor Partnership’s performance has not been restated to reflect estimated expenses applicable to each class of shares of the Fund. The returns reflect fee waivers and/or reimbursements without which performance would have been lower.

 

2

The Russell 2000® Growth Index measures the performance of those Russell 2000® companies with higher price-to-book ratios and higher forecasted growth values. The performance data includes reinvested dividends. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index.

 


31

 

 

 

Driehaus Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

EQUITY SECURITIES — 99.8%

INFORMATION TECHNOLOGY — 25.9%

Semiconductors & Semiconductor Equipment — 14.9%

Advanced Energy Industries, Inc.**

    26,983     $ 1,921,190  

Enphase Energy, Inc.**

    91,468       2,390,059  

FormFactor, Inc.**

    41,664       1,082,014  

Ichor Holdings, Ltd.**

    87,177       2,900,379  

Inphi Corp.**

    39,925       2,955,248  

Lattice Semiconductor Corp.**

    93,100       1,781,934  

Power Integrations, Inc.

    18,465       1,826,373  

Silicon Laboratories, Inc.**

    10,601       1,229,504  

Silicon Motion Technology Corp. — ADR

    48,953       2,482,407  

SolarEdge Technologies, Inc.**

    28,701       2,729,178  

Tower Semiconductor, Ltd.**

    115,212       2,772,001  

Ultra Clean Holdings, Inc.**

    73,363       1,721,830  
              25,792,117  

Software — 5.2%

               

Alteryx, Inc. — A**

    6,228       623,236  

Bottomline Technologies (DE), Inc.**

    16,425       880,380  

Coupa Software, Inc.**

    4,471       653,884  

Everbridge, Inc.**

    12,581       982,324  

Five9, Inc.**

    18,994       1,245,627  

Globant SA**

    10,979       1,164,323  

Paylocity Holding Corp.**

    6,722       812,152  

RingCentral, Inc. — A**

    7,087       1,195,364  

Telaria, Inc.**

    159,698       1,406,939  
              8,964,229  

Information Technology Services — 4.8%

Endava PLC — SP ADR**

    60,946       2,840,084  

EPAM Systems, Inc.**

    8,028       1,703,220  

KBR, Inc.

    66,955       2,042,127  

Perficient, Inc.**

    37,210       1,714,265  
              8,299,696  

Electronic Equipment, Instruments & Components — 1.0%

Itron, Inc.**

    19,518       1,638,536  

Total INFORMATION TECHNOLOGY

            44,694,578  
                 

HEALTH CARE — 23.1%

               

Biotechnology — 11.5%

               

Allakos, Inc.**

    7,388       704,520  

Apellis Pharmaceuticals, Inc.**

    40,612       1,243,539  

Argenx SE — ADR**

    20,699       3,322,603  

Ascendis Pharma AS — ADR**

    14,638       2,036,439  

Blueprint Medicines Corp.**

    9,750       781,072  

Cytokinetics, Inc.**

    109,633       1,163,206  

Dicerna Pharmaceuticals, Inc.**

    38,748       853,618  

Eidos Therapeutics, Inc.**

    17,151       984,296  

Global Blood Therapeutics, Inc.**

    35,406       2,814,423  

Mirati Therapeutics, Inc.**

    10,511       1,354,447  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Orchard Therapeutics PLC — ADR**

    75,687     $ 1,040,696  

SpringWorks Therapeutics, Inc.**

    48,343       1,860,722  

Turning Point Therapeutics, Inc.**

    25,853       1,610,383  
              19,769,964  

Pharmaceuticals — 3.4%

               

Axsome Therapeutics, Inc.**

    8,887       918,560  

MyoKardia, Inc.**

    48,747       3,552,925  

Reata Pharmaceuticals, Inc. — A**

    3,943       806,067  

Revance Therapeutics, Inc.**

    37,468       608,106  
              5,885,658  

Health Care Technology — 2.8%

       

Inspire Medical Systems, Inc.**

    45,075       3,345,016  

Teladoc Health, Inc.**

    18,255       1,528,309  
              4,873,325  

Life Sciences Tools & Services — 2.3%

       

10X Genomics, Inc. — A**

    11,657       888,846  

NeoGenomics, Inc.**

    52,054       1,522,580  

Repligen Corp.**

    16,021       1,481,942  
              3,893,368  

Health Care Equipment & Supplies — 2.0%

       

SI-BONE, Inc.**

    74,463       1,600,955  

Tactile Systems Technology, Inc.**

    14,174       956,887  

Tandem Diabetes Care, Inc.**

    15,184       905,118  
              3,462,960  

Health Care Providers & Services — 1.1%

       

AMN Healthcare Services, Inc.**

    18,315       1,141,208  

Guardant Health, Inc.**

    10,601       828,362  
              1,969,570  

Total HEALTH CARE

            39,854,845  
                 

INDUSTRIALS — 19.0%

               

Commercial Services & Supplies — 3.6%

Clean Harbors, Inc.**

    24,943       2,138,862  

Knoll, Inc.

    30,381       767,424  

McGrath RentCorp

    18,281       1,399,228  

MSA Safety, Inc.

    7,006       885,278  

Tetra Tech, Inc.

    12,211       1,052,100  
              6,242,892  

Building Products — 3.5%

               

Armstrong World Industries, Inc.

    8,827       829,473  

Gibraltar Industries, Inc.**

    22,563       1,138,078  

JELD-WEN Holding, Inc.**

    35,079       821,199  

Trex Co., Inc.**

    27,138       2,439,163  

Universal Forest Products, Inc.

    16,679       795,588  
              6,023,501  

Machinery — 2.6%

               

Colfax Corp.**

    42,991       1,564,013  

Meritor, Inc.**

    35,028       917,383  

SPX Corp.**

    22,950       1,167,696  

 

 

Notes to Financial Statements are an integral part of this Schedule.
32

 

 

 

Driehaus Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

The Timken Co.

    14,797     $ 833,219  
              4,482,311  

Trading Companies & Distributors — 2.5%

       

Herc Holdings, Inc.**

    24,891       1,218,166  

SiteOne Landscape Supply, Inc.**

    25,634       2,323,722  

Univar Solutions, Inc.**

    33,297       807,119  
              4,349,007  

Professional Services — 2.2%

               

Exponent, Inc.

    14,617       1,008,719  

FTI Consulting, Inc.**

    25,785       2,853,368  
              3,862,087  

Construction & Engineering — 1.7%

       

Arcosa, Inc.

    40,152       1,788,772  

WillScot Corp.**

    62,999       1,164,852  
              2,953,624  

Electrical Equipment — 1.3%

               

Generac Holdings, Inc.**

    13,195       1,327,285  

Vicor Corp. **

    18,901       883,055  
              2,210,340  

Aerospace & Defense — 1.1%

               

Axon Enterprise, Inc.**

    11,447       838,836  

Mercury Systems, Inc.**

    14,157       978,390  
              1,817,226  

Road & Rail — 0.5%

               

Saia, Inc.**

    9,531       887,527  

Total INDUSTRIALS

            32,828,515  
                 

CONSUMER DISCRETIONARY — 18.5%

       

Specialty Retail — 5.1%

               

Aaron’s, Inc.

    13,221       755,051  

Bed Bath & Beyond, Inc.

    52,587       909,755  

Boot Barn Holdings, Inc.**

    57,625       2,566,041  

Carvana Co.**

    12,684       1,167,562  

Floor & Decor Holdings, Inc. — A**

    23,487       1,193,374  

Lithia Motors, Inc. — A

    10,090       1,483,230  

Murphy USA, Inc.**

    5,674       663,858  
              8,738,871  

Household Durables — 3.1%

               

Skyline Champion Corp.**

    79,024       2,505,061  

Tempur Sealy International, Inc.**

    20,699       1,802,055  

TopBuild Corp.**

    10,115       1,042,654  
              5,349,770  

Textiles, Apparel & Luxury Goods — 2.6%

       

Crocs, Inc.**

    76,271       3,194,992  

Deckers Outdoor Corp.**

    7,578       1,279,621  
              4,474,613  

Hotels, Restaurants & Leisure — 2.4%

       

Churchill Downs, Inc.

    10,691       1,466,805  

Eldorado Resorts, Inc.**

    15,283       911,478  

Papa John’s International, Inc.

    28,332       1,789,166  
              4,167,449  

 

 

 

Number of
Shares

   

Value
(Note A)

 

Leisure Equipment & Products — 2.1%

       

Callaway Golf Co.

    74,450     $ 1,578,340  

YETI Holdings, Inc.**

    58,102       2,020,788  
              3,599,128  

Auto Components — 1.0%

               

Visteon Corp.**

    20,557       1,780,031  

Distributors — 0.8%

               

Pool Corp.

    5,958       1,265,360  

Diversified Consumer Services — 0.7%

       

WW International, Inc.**

    32,996       1,260,777  

Automobiles — 0.7%

               

Winnebago Industries, Inc.

    23,621       1,251,441  

Total CONSUMER DISCRETIONARY

            31,887,440  
                 

FINANCIALS — 4.7%

               

Insurance — 2.2%

               

eHealth, Inc.**

    14,995       1,440,720  

Kinsale Capital Group, Inc.

    14,836       1,508,228  

RLI Corp.

    9,660       869,593  
              3,818,541  

Thrifts & Mortgage Finance — 0.9%

       

NMI Holdings, Inc. — A**

    44,065       1,462,077  

Commercial Banks — 0.8%

               

Triumph Bancorp, Inc.**

    37,201       1,414,382  

Capital Markets — 0.8%

               

Hamilton Lane, Inc. — A

    23,388       1,393,925  

Total FINANCIALS

            8,088,925  
                 

CONSUMER STAPLES — 3.4%

               

Personal Products — 1.8%

               

BellRing Brands, Inc. — A**

    41,475       883,003  

elf Beauty, Inc.**

    84,286       1,359,533  

Inter Parfums, Inc.

    11,786       856,960  
              3,099,496  

Food Products — 1.6%

               

Freshpet, Inc.**

    29,345       1,733,996  

The Simply Good Foods Co.**

    34,564       986,457  
              2,720,453  

Total CONSUMER STAPLES

            5,819,949  
                 

REAL ESTATE — 2.2%

               

Real Estate Investment Trust — 2.2%

       

Rexford Industrial Realty, Inc.

    37,983       1,734,684  

Ryman Hospitality Properties, Inc.

    24,998       2,166,327  

Total REAL ESTATE

            3,901,011  
                 

MATERIALS — 1.3%

               

Paper & Forest Products — 0.7%

       

Louisiana-Pacific Corp.

    40,096       1,189,648  

 

 

Notes to Financial Statements are an integral part of this Schedule.
33

 

 

 

Driehaus Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

 

Number of
Shares

   

Value
(Note A)

 

Metals & Mining — 0.6%

               

Constellium SE**

    84,677     $ 1,134,672  

Total MATERIALS

            2,324,320  
                 

ENERGY — 0.9%

               

Oil, Gas & Consumable Fuels — 0.9%

       

Euronav NV

    124,992       1,567,400  

Total ENERGY

            1,567,400  
                 

COMMUNICATION SERVICES — 0.8%

       

Entertainment — 0.8%

               

Roku, Inc.**

    10,244       1,371,672  

Total COMMUNICATION SERVICES

            1,371,672  

Total EQUITY SECURITIES (Cost $138,822,544)

            172,338,655  

 

               

TOTAL INVESTMENTS (COST $138,822,544)

    99.8 %   $ 172,338,655  

Other Assets In Excess Of Liabilities

    0.2 %     381,530  

Net Assets

    100.0 %   $ 172,720,185  

 

**

Non-income producing security

 

ADR — American Depository Receipt

SP ADR — Sponsored American Depository Receipt

 

 

Top Ten Holdings*

 

MyoKardia, Inc.

2.1 %

Inspire Medical Systems, Inc.

1.9 %

Argenx SE — ADR

1.9 %

Crocs, Inc.

1.9 %

Inphi Corp.

1.7 %

Ichor Holdings, Ltd.

1.7 %

FTI Consulting, Inc.

1.7 %

Endava PLC — SP ADR

1.6 %

Global Blood Therapeutics, Inc.

1.6 %

Tower Semiconductor, Ltd.

1.6 %

 

 

*

All percentages are stated as a percent of net assets at December 31, 2019.

 

Notes to Financial Statements are an integral part of this Schedule.
34

 

 

 

Driehaus Small Cap Growth Fund
Schedule of Investments
December 31, 2019

 

 

Industry

Percent of
Net Assets

Aerospace & Defense

1.1%

Auto Components

1.0%

Automobiles

0.7%

Biotechnology

11.5%

Building Products

3.5%

Capital Markets

0.8%

Commercial Banks

0.8%

Commercial Services & Supplies

3.6%

Construction & Engineering

1.7%

Distributors

0.8%

Diversified Consumer Services

0.7%

Electrical Equipment

1.3%

Electronic Equipment, Instruments & Components

1.0%

Entertainment

0.8%

Food Products

1.6%

Health Care Equipment & Supplies

2.0%

Health Care Providers & Services

1.1%

Health Care Technology

2.8%

Hotels, Restaurants & Leisure

2.4%

Household Durables

3.1%

 

 

Industry

Percent of
Net Assets

Information Technology Services

4.8%

Insurance

2.2%

Leisure Equipment & Products

2.1%

Life Sciences Tools & Services

2.3%

Machinery

2.6%

Metals & Mining

0.6%

Oil, Gas & Consumable Fuels

0.9%

Paper & Forest Products

0.7%

Personal Products

1.8%

Pharmaceuticals

3.4%

Professional Services

2.2%

Real Estate Investment Trust

2.2%

Road & Rail

0.5%

Semiconductors & Semiconductor Equipment

14.9%

Software

5.2%

Specialty Retail

5.1%

Textiles, Apparel & Luxury Goods

2.6%

Thrifts & Mortgage Finance

0.9%

Trading Companies & Distributors

2.5%

Other Assets in excess of Liabilities

0.2%

TOTAL

100.0%

 

 

Notes to Financial Statements are an integral part of this Schedule.
35

 

 

 

Statements of Assets and Liabilities

December 31, 2019

 

 

   

Driehaus
Emerging
Markets Growth
Fund

   

Driehaus
Emerging
Markets Small
Cap Growth Fund

 

ASSETS:

               

Investments, at cost

  $ 1,265,348,861     $ 49,720,109  

Investments, at fair value

  $ 1,713,221,621     $ 59,779,598  

Foreign currency, at fair value*

    11,054,710       3,769  

Cash and cash equivalents

    55,942,635       1,864,653  

Receivables:

               

Dividends

    3,096,239       168,068  

Investment securities sold

    11,108,854       746,131  

Fund shares sold

    7,530,330       458  

Foreign taxes

          822,516  

Net unrealized appreciation on unsettled foreign currency transactions

          1,153  

Prepaid expenses

    96,003       6,113  

TOTAL ASSETS

    1,802,050,392       63,392,459  

LIABILITIES:

               

Payables:

               

Investment securities purchased

    6,309,290       688,665  

Fund shares redeemed

    1,467,543       100,580  

Net unrealized depreciation on unsettled foreign currency transactions

    18        

Due to affiliates

    1,680,292       103,921  

Accrued foreign capital gains taxes

    465,848        

Audit and tax fees

    40,550       46,350  

Accrued expenses

    321,859       45,497  

TOTAL LIABILITIES

    10,285,400       985,013  

NET ASSETS

  $ 1,791,764,992     $ 62,407,446  

NET ASSETS CONSISTED OF THE FOLLOWING AT DECEMBER 31, 2019:

               

Paid-in capital

  $ 1,347,226,604     $ 97,787,630  

Total distributable earnings (deficit)

    444,538,388       (35,380,184 )

NET ASSETS

  $ 1,791,764,992     $ 62,407,446  

NET ASSETS

        $ 62,407,446  

SHARES OUTSTANDING (Unlimited shares authorized, no par value)

          4,338,628  

NET ASSET VALUE

        $ 14.38  

INVESTOR CLASS SHARES:

               

NET ASSETS

  $ 863,534,762        

SHARES OUTSTANDING (Unlimited shares authorized, no par value)

    21,843,712        

NET ASSET VALUE

  $ 39.53        

INSTITUTIONAL CLASS SHARES:

               

NET ASSETS

  $ 928,230,230        

SHARES OUTSTANDING (Unlimited shares authorized, no par value)

    23,510,289        

NET ASSET VALUE

  $ 39.48        

 

*

The cost of foreign currency was $11,037,080, $3,769, $1,779,117, $0 and $0, respectively.

 

Notes to Financial Statements are an integral part of this Statement.
36

 

 

 

Statements of Assets and Liabilities
December 31, 2019

 

 

 

Driehaus
International
Small Cap
Growth Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 
                       
  $ 207,367,162     $ 192,335,405     $ 138,822,544  
  $ 251,284,908     $ 267,413,682     $ 172,338,655  
    1,779,117              
    17,100,005       3,040,639       886,427  
                       
    708,660       17,829       60,682  
    1,232,607              
    209,912       38,962       273,917  
                 
    8,274              
    15,032       94,704       25,507  
    272,338,515       270,605,816       173,585,188  
                       
                       
    3,453,239       1,005,264       657,963  
    349,287       122,961       53,622  
                 
    217,588       274,335       82,415  
                 
    33,075       34,400       35,100  
    56,635       48,686       35,903  
    4,109,824       1,485,646       865,003  
  $ 268,228,691     $ 269,120,170     $ 172,720,185  
                       
  $ 213,611,895     $ 190,634,510     $ 138,034,521  
    54,616,796       78,485,660       34,685,664  
  $ 268,228,691     $ 269,120,170     $ 172,720,185  
  $ 268,228,691     $ 269,120,170        
    25,495,334       20,785,749        
  $ 10.52     $ 12.95        
                       
              $ 10,899,367  
                709,300  
              $ 15.37  
                       
              $ 161,820,818  
                10,461,560  
              $ 15.47  

 

 

Notes to Financial Statements are an integral part of this Statement.
37

 

 

 

Statements of Operations

For the Year Ended December 31, 2019

 

 

 

Driehaus
Emerging
Markets Growth
Fund

   

Driehaus
Emerging
Markets Small
Cap Growth Fund

 

INVESTMENT INCOME (LOSS):

               

Income:

               

Dividends*

  $ 37,123,437     $ 1,307,099  

Total income

    37,123,437       1,307,099  

Expenses:

               

Investment advisory fee

    16,837,477       764,508  

Administration fee

    864,084       129,187  

Professional fees

    346,971       13,579  

Audit and tax fees

    73,904       94,798  

Federal and state registration fees

    55,500       21,500  

Custodian fees

    355,420       49,598  

Transfer agent fees

    400,812       56,687  

Trustees’ fees

    395,245       17,302  

Chief compliance officer fees

    20,000       20,000  

Reports to shareholders

    138,267       2,619  

Interest expense

          4,169  

Shareholder services fees (Investor Class)

    1,791,565        

Miscellaneous

    189,083       21,948  

Total expenses

    21,468,328       1,195,895  

Investment advisory fees recoupment (reimbursement)

          (227,780 )

Transfer agent fees waived

           

Fees paid indirectly

    (133,804 )     (5,598 )

Net expenses

    21,334,524       962,517  

Net investment income (loss)

    15,788,913       344,582  

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS:

               

Net realized gain (loss) from security transactions**

    72,926,655       10,044,306  

Net realized foreign exchange gain (loss)

    (1,240,561 )     (83,115 )

Net change in unrealized foreign exchange gain (loss)

    91,561       (30,468 )

Net change in unrealized appreciation (depreciation) on investments

    281,757,076       10,304,435  

Net realized and unrealized gain (loss) on investment transactions

    353,534,731       20,235,158  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 369,323,644     $ 20,579,740  
 

 

 

*

Dividends are net of $3,715,611, $119,317, $414,938, $0 and $2,587 non-reclaimable foreign taxes withheld, respectively.

 

**

Net realized gain (loss) from security transactions are net of $899,232, $193,061, $0, $0 and $0 foreign capital gains tax withheld, respectively.

 

Notes to Financial Statements are an integral part of this Statement.
38

 

 

 

Statements of Operations
For the Year Ended December 31, 2019

 

 

 

Driehaus
International
Small Cap
Growth Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 
                       
                       
  $ 4,759,807     $ 264,321     $ 365,345  
    4,759,807       264,321       365,345  
                       
    2,525,272       3,140,853       961,297  
    257,812       231,156       171,041  
    52,356       52,093       33,264  
    53,857       47,915       46,845  
    25,000       23,000       38,000  
    44,332       38,949       27,625  
    50,224       52,806       90,067  
    60,955       64,914       39,197  
    20,000       20,000       20,000  
    11,955       14,636       11,487  
                 
                18,045  
    40,977       43,424       30,227  
    3,142,740       3,729,746       1,487,095  
                71,454  
                (12,000 )
    (15,079 )     (148,122 )     (40,946 )
    3,127,661       3,581,624       1,505,603  
    1,632,146       (3,317,303 )     (1,140,258 )
                       
    18,229,406       50,822,845       21,736,831  
    (72,440 )            
    3,313              
    46,112,742       21,885,605       30,538,084  
    64,273,021       72,708,450       52,274,915  
  $ 65,905,167     $ 69,391,147     $ 51,134,657  
 

 

 

Notes to Financial Statements are an integral part of this Statement.
39

 

 

 

Statements of Changes in Net Assets

 

 

   

Driehaus
Emerging
Markets
Growth Fund

   

Driehaus
Emerging
Markets Small
Cap Growth
Fund

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

 

INCREASE (DECREASE) IN NET ASSETS:

                               

Operations:

                               

Net investment income (loss)

  $ 15,788,913     $ 13,091,970     $ 344,582     $ (651,909 )

Net realized gain (loss) on investment transactions

    71,686,094       (44,556,639 )     9,961,191       (7,135,511 )

Net change in unrealized gain (loss) on investment transactions

    281,848,637       (260,680,098 )     10,273,967       (45,204,627 )

Net increase (decrease) in net assets resulting from operations

    369,323,644       (292,144,767 )     20,579,740       (52,992,047 )

Distributions from distributable earnings to shareholders:

                               

Fund

                (255,325 )      

Investor Class Shares

    (7,060,076 )     (33,373,513 )            

Institutional Class Shares

    (9,417,880 )     (29,571,288 )            

Total distribution to shareholders

    (16,477,956 )     (62,944,801 )     (255,325 )      

Capital share transactions:

                               

Proceeds from shares sold:

                               

Fund

                10,428,657       46,460,249  

Investor Class Shares

    102,153,849       248,502,111              

Institutional Class Shares

    247,854,903       435,408,153              

Reinvestment of distributions:

                               

Fund

                209,523        

Investor Class Shares

    6,761,528       32,164,851              

Institutional Class Shares

    6,842,565       25,064,735              

Cost of shares redeemed:

                               

Fund

                (58,228,599 )     (174,964,581 )

Investor Class Shares

    (215,941,727 )     (560,155,804 )            

Institutional Class Shares

    (154,953,413 )     (159,370,078 )            

Redemption fees:

                               

Fund

                20,320       3,515  

Investor Class Shares

    53,415       47,011              

Institutional Class Shares

    46,979       29,188              

Net increase (decrease) in net assets derived from capital share transactions

    (7,181,901 )     21,690,167       (47,570,099 )     (128,500,817 )

Total increase (decrease) in net assets

    345,663,787       (333,399,401 )     (27,245,684 )     (181,492,864 )

NET ASSETS:

                               

Beginning of period

  $ 1,446,101,205     $ 1,779,500,606     $ 89,653,130     $ 271,145,994  

End of period

  $ 1,791,764,992     $ 1,446,101,205     $ 62,407,446     $ 89,653,130  
 

 

 

Notes to Financial Statements are an integral part of this Statement.
40

 

 

 

Statements of Changes in Net Assets

 

 

 

Driehaus
International
Small Cap
Growth Fund

   

Driehaus Micro
Cap
Growth Fund

   

Driehaus Small
Cap
Growth Fund

 
 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

 
                                               
                                               
  $ 1,632,146     $ (647,474 )   $ (3,317,303 )   $ (4,596,602 )   $ (1,140,258 )   $ (600,193 )
    18,156,966       14,971,674       50,822,845       57,475,280       21,736,831       (9,010,176 )
    46,116,055       (62,120,561 )     21,885,605       (31,956,231 )     30,538,084       (6,057,156 )
    65,905,167       (47,796,361 )     69,391,147       20,922,447       51,134,657       (15,667,525 )
                                               
    (1,976,543 )     (30,824,444 )     (33,768,834 )     (72,862,388 )            
                            (640,385 )     (209,521 )
                            (9,268,936 )     (3,384,429 )
    (1,976,543 )     (30,824,444 )     (33,768,834 )     (72,862,388 )     (9,909,321 )     (3,593,950 )
                                               
                                               
    44,599,170       75,278,152       68,729,193       114,618,353              
                            7,758,179       11,673,140  
                            57,398,808       108,943,026  
                                               
    1,754,974       28,587,722       29,366,777       65,764,404              
                            640,385       209,521  
                            9,197,963       3,384,429  
                                               
    (60,484,970 )     (132,180,063 )     (129,214,201 )     (186,474,543 )            
                            (7,175,856 )     (3,748,523 )
                            (67,276,279 )     (10,289,299 )
                                               
    406       4,036       9,243       105,720              
                            1,112       2,471  
                            17,340       44,745  
    (14,130,420 )     (28,310,153 )     (31,108,988 )     (5,986,066 )     561,652       110,219,510  
    49,798,204       (106,930,958 )     4,513,325       (57,926,007 )     41,786,988       90,958,035  
                                               
  $ 218,430,487     $ 325,361,445     $ 264,606,845     $ 322,532,852     $ 130,933,197     $ 39,975,162  
  $ 268,228,691     $ 218,430,487     $ 269,120,170     $ 264,606,845     $ 172,720,185     $ 130,933,197  
 

 

 

Notes to Financial Statements are an integral part of this Statement.
41

 

 

 

Driehaus Emerging Markets Growth Fund — Investor Class

Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 31.80     $ 39.64     $ 27.98     $ 26.52     $ 29.63  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss)

    0.30 ^     0.26 ^     0.11 ^     0.03       0.06  

Net realized and unrealized gain (loss)

    7.76       (6.73 )     11.78       1.54       (3.17 )

Total income (loss) from investment operations

    8.06       (6.47 )     11.89       1.57       (3.11 )

LESS DISTRIBUTIONS:

                                       

Dividends from net investment income

    (0.33 )     (0.16 )     (0.23 )     (0.11 )      

Distributions from capital gains

          (1.21 )                  

Total distributions

    (0.33 )     (1.37 )     (0.23 )     (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

  $ 39.53     $ 31.80     $ 39.64     $ 27.98     $ 26.52  

Total Return

    25.34 %     (16.26 )%     42.52 %     5.88 %     (10.49 )%

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (in 000’s)

  $ 863,535     $ 791,656     $ 1,266,365     $ 1,335,873     $ 1,362,421  

Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets

    1.41 %     1.38 %     1.54 %     1.65 %     1.65 %

Ratio of net expenses to average net assets

    1.40 %#     1.37 %#     1.53 %#     1.63 %#     1.64 %#

Ratio of net investment income (loss) to average net assets

    0.85 %#     0.69 %#     0.33 %#     0.11 %#     0.22 %#

Portfolio turnover

    167 %     218 %     176 %     232 %     257 %

 

^

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 Growth Fund —Institutional Class
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the period
July 17, 2017
through
December 31,
2017

 

Net asset value, beginning of period

  $ 31.76     $ 39.61     $ 34.85  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss)

    0.38 ^     0.32       0.12 ^

Net realized and unrealized gain (loss)

    7.75       (6.71 )     4.92  

Total income (loss) from investment operations

    8.13       (6.39 )     5.04  

LESS DISTRIBUTIONS:

                       

Dividends from net investment income

    (0.41 )     (0.25 )     (0.28 )

Distributions from capital gains

          (1.21 )      

Total distributions

    (0.41 )     (1.46 )     (0.28 )

Redemption fees added to paid-in capital

    0.00 ~     0.00 ~     0.00 ~

Net asset value, end of period

  $ 39.48     $ 31.76     $ 39.61  

Total Return

    25.60 %     (16.08 )%     14.47 %**

RATIOS/SUPPLEMENTAL DATA

                       

Net assets, end of period (in 000’s)

  $ 928,230     $ 654,445     $ 513,135  

Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets

    1.20 %     1.17 %     1.17 %*

Ratio of net expenses to average net assets

    1.19 %#     1.16 %#     1.16 %*#

Ratio of net investment income (loss) to average net assets

    1.07 %#     0.89 %#     0.71 %*#

Portfolio turnover

    167 %     218 %     176 %**

 

*

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.
43

 

 

 

Driehaus Emerging Markets Small Cap Growth Fund
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 10.80     $ 14.21     $ 10.66     $ 11.85     $ 13.21  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss)

    0.06       (0.04 )^     0.02 ^     (0.03 )^     (0.05 )^

Net realized and unrealized gain (loss)

    3.58       (3.37 )     3.53       (1.14 )     (1.31 )

Total income (loss) from investment operations

    3.64       (3.41 )     3.55       (1.17 )     (1.36 )

LESS DISTRIBUTIONS:

                                       

Dividends from net investment income

    (0.06 )                 (0.02 )      

Distributions from capital gains

                             

Total distributions

    (0.06 )                 (0.02 )      

Redemption fees added to paid-in capital

    0.00 ~     0.00 ~     0.00 ~     0.00 ~     0.00 ~

Net asset value, end of period

  $ 14.38     $ 10.80     $ 14.21     $ 10.66     $ 11.85  

Total Return

    33.71 %     (24.00 )%     33.30 %     (9.97 )%     (10.22 )%

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (in 000’s)

  $ 62,407     $ 89,653     $ 271,146     $ 261,387     $ 432,718  

Ratio of expenses before reimbursements, waivers and fees paid indirectly and recoupments, if any, to average net assets

    1.80 %∞     2.27 %∞     1.82 %     1.75 %     1.69 %∞

Ratio of net expenses to average net assets

    1.45 %+#∞     2.26 %#∞     1.80 %#     1.73 %#     1.68 %#∞

Ratio of net investment income (loss) to average net assets

    0.52 %+#     (0.30 )%#     0.15 %#     (0.26 )%#     (0.39 )%#

Portfolio turnover

    220 %     207 %     243 %     240 %     306 %

 

^

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 Fund’s 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 Fund’s operating expense cap of 1.45% of average daily net assets from November 1, 2018 until October 31, 2021.

 

#

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 0.01% for the year ended December 31, 2019, and less than 0.005% for the years ended December 31, 2018 and 2015. The interest expense is from utilizing the line of credit (see Note E in the Notes to Financial Statements).

 

Notes to Financial Statements are an integral part of this Schedule.
44

 

 

 

Driehaus International Small Cap Growth Fund
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 8.13     $ 11.39     $ 9.33     $ 10.08     $ 9.20  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss)

    0.06       (0.02 )^     (0.04 )     (0.02 )     (0.02 )^

Net realized and unrealized gain (loss)

    2.41       (1.92 )     3.88       (0.61 )     1.17  

Total income (loss) from investment operations

    2.47       (1.94 )     3.84       (0.63 )     1.15  

LESS DISTRIBUTIONS:

                                       

Dividends from net investment income

    (0.01 )                       (0.03 )

Distributions from capital gains

    (0.07 )     (1.32 )     (1.78 )     (0.12 )     (0.24 )

Total distributions

    (0.08 )     (1.32 )     (1.78 )     (0.12 )     (0.27 )

Redemption fees added to paid-in capital

    0.00 ~     0.00 ~     0.00 ~     0.00 ~     0.00 ~

Net asset value, end of period

  $ 10.52     $ 8.13     $ 11.39     $ 9.33     $ 10.08  

Total Return

    30.41 %     (16.92 )%     41.44 %     (6.22 )%     12.58 %

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (in 000’s)

  $ 268,229     $ 218,430     $ 325,361     $ 270,401     $ 341,249  

Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets

    1.24 %     1.50 %     1.73 %     1.72 %     1.71 %

Ratio of net expenses to average net assets

    1.24 %#     1.49 %#     1.71 %#     1.70 %#     1.70 %#

Ratio of net investment income (loss) to average net assets

    0.65 %#     (0.21 )%#     (0.44 )%#     (0.15 )%#     (0.19 )%#

Portfolio turnover

    96 %     118 %     143 %     151 %     251 %

 

^

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.
45

 

 

 

Driehaus Micro Cap Growth Fund
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 11.11     $ 14.44     $ 12.65     $ 10.74     $ 11.25  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss)

    (0.16 )     (0.19 )     (0.18 )^     (0.11 )^     (0.14 )^

Net realized and unrealized gain (loss)

    3.90       0.55       3.26       2.02       0.08  

Total income (loss) from investment operations

    3.74       0.36       3.08       1.91       (0.06 )

LESS DISTRIBUTIONS:

                                       

Dividends from net investment income

    (0.02 )                        

Distributions from capital gains

    (1.88 )     (3.69 )     (1.29 )           (0.45 )

Total distributions

    (1.90 )     (3.69 )     (1.29 )           (0.45 )

Redemption fees added to paid-in capital

    0.00 ~     0.00 ~     0.00 ~     0.00 ~     0.00 ~

Net asset value, end of period

  $ 12.95     $ 11.11     $ 14.44     $ 12.65     $ 10.74  

Total Return

    33.89 %     3.88 %     24.30 %     17.78 %     (0.55 )%

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of period (in 000’s)

  $ 269,120     $ 264,607     $ 322,533     $ 396,590     $ 282,178  

Ratio of expenses before reimbursements, waivers and fees paid indirectly and recoupments, if any, to average net assets

    1.48 %     1.44 %∞     1.45 %∞     1.48 %     1.53 %

Ratio of net expenses to average net assets

    1.43 %#     1.42 %#∞     1.43 %#∞     1.44 %+#     1.52 %+#

Ratio of net investment income (loss) to average net assets

    (1.32 )%#     (1.19 )%#     (1.33 )%#     (1.00 )%+#     (1.21 )%+#

Portfolio turnover

    165 %     156 %     177 %     180 %     183 %

 

^

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 Fund’s 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 Fund’s operating expense cap of 1.70% of average daily net assets until November 17, 2016.

 

#

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, 2018 and 2017. The interest expense is from utilizing the line of credit (see Note E in the Notes to Financial Statements).

 

Notes to Financial Statements are an integral part of this Schedule.
46

 

 

 

Driehaus Small Cap Growth Fund — Investor Class
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the period
August 21, 2017
through
December 31,
2017

 

Net asset value, beginning of period

  $ 11.66     $ 11.62     $ 10.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss)

    (0.13 )     (0.12 )^     (0.04 )^

Net realized and unrealized gain (loss)

    4.81       0.48       1.86  

Total income (loss) from investment operations

    4.68       0.36       1.82  

LESS DISTRIBUTIONS:

                       

Dividends from net investment income

                 

Distributions from capital gains

    (0.97 )     (0.33 )     (0.20 )

Total distributions

    (0.97 )     (0.33 )     (0.20 )

Redemption fees added to paid-in capital

    0.00 ~     0.01        

Net asset value, end of period

  $ 15.37     $ 11.66     $ 11.62  

Total Return

    40.25 %     3.33 %     18.18 %**

RATIOS/SUPPLEMENTAL DATA

                       

Net assets, end of period (in 000’s)

  $ 10,899     $ 7,538     $ 1,344  

Ratio of expenses before reimbursements, waivers and fees paid indirectly to average net assets

    1.59 %     2.57 %     7.86 %*

Ratio of net expenses to average net assets

    1.17 %+#     1.18 %+#     1.20 %*+

Ratio of net investment income (loss) to average net assets

    (0.95 )%+#     (0.87 )%+#     (0.94 )%*+

Portfolio turnover

    206 %     193 %     66 %**

 

*

Annualized

 

**

Not Annualized

 

^

Net investment loss per share has been calculated using the average share 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 Fund’s commencement of operations, August 21, 2017. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual operating expenses for the Investor Class (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed the Investor Class’s operating expense cap of 1.20% of average daily net assets until August 20, 2020.

 

#

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.
47

 

 

 

Driehaus Small Cap Growth Fund — Institutional Class
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the period
August 21, 2017
through
December 31,
2017

 

Net asset value, beginning of period

  $ 11.70     $ 11.63     $ 10.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss)

    (0.10 )     (0.08 )^     (0.03 )^

Net realized and unrealized gain (loss)

    4.84       0.47       1.86  

Total income (loss) from investment operations

    4.74       0.39       1.83  

LESS DISTRIBUTIONS:

                       

Dividends from net investment income

                 

Distributions from capital gains

    (0.97 )     (0.33 )     (0.20 )

Total distributions

    (0.97 )     (0.33 )     (0.20 )

Redemption fees added to paid-in capital

    0.00 ~     0.01        

Net asset value, end of period

  $ 15.47     $ 11.70     $ 11.63  

Total Return

    40.62 %     3.59 %     18.28 %**

RATIOS/SUPPLEMENTAL DATA

                       

Net assets, end of period (in 000’s)

  $ 161,821     $ 123,395     $ 38,631  

Ratio of expenses before reimbursements, waivers and fees paid indirectly and recoupments, if any, to average net assets

    0.89 %     1.04 %     1.48 %*

Ratio of net expenses to average net assets

    0.92 %+#     0.93 %+#     0.95 %*+

Ratio of net investment income (loss) to average net assets

    (0.70 )%+#     (0.62 )%+#     (0.69 )%*+

Portfolio turnover

    206 %     193 %     66 %**

 

*

Annualized

 

**

Not Annualized

 

^

Net investment loss per share has been calculated using the average share 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 Fund’s commencement of operations, August 21, 2017. The Adviser contractually agreed to waive its investment advisory fee or absorb other operating expenses to the extent necessary to ensure that total annual operating expenses for the Institutional Class (other than interest, taxes, brokerage commissions and other portfolio transaction expenses, capital expenditures, and extraordinary expenses) would not exceed the Institutional Class’s operating expense cap of 0.95% of average daily net assets until August 20, 2020.

 

#

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.
48

 

 

 

Driehaus Mutual Funds

Notes to Financial Statements

 

 

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

The Driehaus Mutual Funds (the “Trust”) is an open-end registered management investment company under the Investment Company Act of 1940, as amended, organized as a Delaware statutory trust, with eight 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 amended as of June 4, 2015, and may issue an unlimited number of full and fractional units of beneficial interest (shares) without par value. The five series (“Funds” or each a “Fund”) included in this report are as follows:

 

Fund

Commencement of Operations

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 Micro Cap Growth Fund**

11/18/13

Driehaus Small Cap Growth Fund

08/21/17

 

 

*

Effective as of the close of business on February 28, 2020, the Driehaus Emerging Markets Growth Fund will be closed to new investors.

 

**

On September 29, 2017, the Driehaus Micro Cap Growth Fund was closed to new investors.

 

The Driehaus Emerging Markets Growth Fund and Driehaus Small Cap Growth Fund each offer two classes of shares, designated as Institutional Class and Investor Class. Each class of shares represents an interest in the same portfolio of investments of the respective Fund and voting privileges with respect to the Fund in general. Each class of shares has exclusive voting rights with respect to any matters involving only that class. The classes of each Fund pay pro rata the costs of management of that Fund’s portfolio, including the management fee. Each class of a Fund bears the cost of its own transfer agency and shareholder servicing arrangements, and any other class-specific expenses, which will result in differing expenses by class.

 

The investment objective of each Fund is to maximize capital appreciation.

 

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 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.

 

Driehaus Small Cap Growth Fund seeks to achieve its objective by investing primarily in equity securities of U.S. small capitalization companies.

 

The Funds, which are investment companies within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, Financial Services-Investment Companies.

 

Cash is held at U.S. financial institutions, and at times, may exceed the amount insured by the U.S. Federal Deposit Insurance Corporation. The Funds consider highly liquid investments, with maturities of ninety days or less when purchased to be cash equivalents, and such investments may include money market mutual fund investments. All such investments are categorized in Level 1 of the fair value hierarchy.

 

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. Equity certificates are valued at the last sale price of the underlying security as of the close of the primary exchange. Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from an independent pricing service. In addition, if quotations are not

 


49

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

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 U.S. 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 Trust’s Board of Trustees (the “Board”). 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 or Level 3 in the hierarchy described below.

 

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 December 31, 2019 is as follows:

 

Fund

 

Total
Value at
December 31,
2019

   

Level 1
Quoted
Price

   

Level 2
Significant
Observable
Inputs

   

Level 3
Significant
Unobservable
Inputs

 

Driehaus Emerging Markets Growth Fund

                               

Investments in Securities*

  $ 1,713,221,621     $ 1,713,221,621     $     $  
                                 

Driehaus Emerging Markets Small Cap Growth Fund

                               

Equity Securities:

                               

Africa

  $ 2,054,559     $ 2,054,559     $     $  

Central America

    636,915       636,915              

Europe

    6,436,286       4,935,161       1,501,125        

Far East

    37,727,041       35,618,892       2,108,149       0  

Middle East

    2,271,072       2,271,072              

North America

    2,478,790       2,478,790              

South America

    8,174,935       8,174,935              

Total Investments

  $ 59,779,598     $ 56,170,324     $ 3,609,274     $ 0  
                                 

Driehaus International Small Cap Growth Fund

                               

Investments in Securities*

  $ 251,284,908     $ 251,284,908     $     $  
                                 

Driehaus Micro Cap Growth Fund

                               

Investments in Securities*

  $ 267,413,682     $ 267,413,682     $     $  
                                 

Driehaus Small Cap Growth Fund

                               

Investments in Securities*

  $ 172,338,655     $ 172,338,655     $     $  

 

 

*

See Schedule of Investments for industry and/or country breakout.

 


50

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

At December 31, 2019, the Driehaus Emerging Markets Small Cap Growth Fund held a Level 3 investment in Aarti Surfactants, Ltd. The shares were received as part of a spin-off in mid-September, 2019, but were not trading as of year-end and were valued at $0.

 

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. The Funds’ investment income, expenses (other than class-specific expenses) and unrealized and realized gains and losses are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

 

Forward Foreign Currency Contracts

 

The Funds may use forward foreign currency contracts to hedge foreign currency exposure in the portfolio. A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers.

 

The fair value of a forward foreign currency contract fluctuates with changes in currency exchange rates. Outstanding forward foreign currency contracts are valued daily at current market rates and the resulting change in fair value is recorded as net change in unrealized appreciation or depreciation on the Statements of Operations. When a forward foreign currency contract is settled, the Funds record a realized gain or loss equal to the difference between the value at the time the forward foreign currency contract was opened and the value at the time it was settled. A forward foreign currency contract may involve market risk in excess of the unrealized gain or loss reflected on the Statements of Assets and Liabilities. In addition, the Funds could be exposed to credit risk if the counterparties are unable or unwilling to meet the terms of the contracts or market risk if the value of the foreign currency changes unfavorably. As of December 31, 2019, the Funds had no outstanding forward foreign currency contracts.

 

Foreign Currency Spot Contracts

 

The Funds enter into foreign currency spot contracts to facilitate transactions in foreign currency denominated securities. These spot contracts are typically open for 2 to 5 days, depending on the settlement terms of the underlying security transaction. On December 31, 2019, the Funds had foreign currency spot contracts outstanding under which they are obligated to exchange currencies at specified future dates. The net unrealized appreciation or depreciation on spot contracts is reflected as Net unrealized appreciation or depreciation on unsettled foreign currency transactions in the Statements of Assets and Liabilities.

 

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. A Fund’s equity certificates are not subject to any master netting agreement.

 


51

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

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 (the “Code”) and has 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 2019, 2018, 2017 and 2016 remain open to Federal and state audit. As of December 31, 2019, management has evaluated the application of these standards to each Fund, and has determined that no provision for income tax is required in each Fund’s 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 Statements 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 United States Generally Accepted Accounting Principles (“U.S. GAAP”).

 

For the year ended December 31, 2019, reclassifications were recorded to distributable earnings (deficit) and paid-in capital for any permanent tax differences. These reclassifications relate primarily to foreign currency losses, sales of passive foreign investment companies (“PFIC”), net operating losses and foreign capital gain taxes paid. Results of operations and net assets were not affected by these reclassifications.

 

   

Driehaus
Emerging
Markets
Growth
Fund

   

Driehaus
Emerging
Markets
Small Cap
Growth Fund

   

Driehaus
International
Small Cap
Growth
Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 

Distributable earnings (deficit)

  $     $     $     $ 1,817,658     $ 1,106,394  

Paid-in capital

                      (1,817,658 )     (1,106,394 )

 

Accumulated capital losses represent net capital loss carryovers that may be available for an unlimited period to offset future realized capital gains and thereby reduce future capital gains distributions. Capital loss carryover retains the character of the original loss. The following table shows the amounts of capital loss carryover, if any, by each of the applicable Funds as of December 31, 2019:

 

   

Unlimited Period of Net Capital Loss Carryover

 

Fund

 

Short-Term

   

Long- Term

   

Accumulated
Capital Loss
Carryover

 

Driehaus Emerging Markets Small Cap Growth Fund

  $ 45,337,455     $     $ 45,337,455  

 

During the year ended December 31, 2019, Driehaus Emerging Markets Small Cap Growth Fund utilized $9,103,909 of capital loss carryforwards.

 


52

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

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 following tax year. For the year ended December 31, 2019, the following qualified late-year losses were deferred and recognized on January 1, 2020:

Fund

 

Late-Year
Ordinary Loss
Deferral

   

Total Capital
Loss Deferral

   

Total

 

Driehaus Emerging Markets Growth Fund

  $ 187,752     $     $ 187,752  

Driehaus Emerging Markets Small Cap Growth Fund

                 

Driehaus International Small Cap Growth Fund

                 

Driehaus Micro Cap Growth Fund

                 

Driehaus Small Cap Growth Fund

                 

 

Distributions to Shareholders

 

The tax character of distributions paid during the fiscal year ended December 31, 2019 was as follows:

Distributions paid from:

 

Driehaus
Emerging
Markets
Growth
Fund

   

Driehaus
Emerging
Markets
Small Cap
Growth Fund

   

Driehaus
International
Small Cap
Growth
Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 

Ordinary income

  $ 15,701,188     $ 255,325     $ 343,991     $     $  

Net long-term capital gain

    776,768             1,632,552       33,768,834       9,909,321  

Total distributions paid

  $ 16,477,956     $ 255,325     $ 1,976,543     $ 33,768,834     $ 9,909,321  

 

The tax character of distributions paid during the fiscal year ended December 31, 2018 was as follows:

 

Distributions paid from:

 

Driehaus
Emerging
Markets
Growth
Fund

   

Driehaus
Emerging
Markets
Small Cap
Growth Fund

   

Driehaus
International
Small Cap
Growth
Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 

Ordinary income

  $ 8,970,853     $     $ 5,657,722     $ 22,348,104     $ 1,454,358  

Net long-term capital gain

    53,973,948             25,166,722       50,514,284       2,139,592  

Total distributions paid

  $ 62,944,801     $     $ 30,824,444     $ 72,862,388     $ 3,593,950  

 


53

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

As of December 31, 2019, the components of net assets on a tax basis were as follows:

   

Driehaus
Emerging
Markets
Growth
Fund

   

Driehaus
Emerging
Markets
Small Cap
Growth Fund

   

Driehaus
International
Small Cap
Growth
Fund

   

Driehaus
Micro Cap
Growth
Fund

   

Driehaus
Small Cap
Growth
Fund

 

Undistributed ordinary income

  $     $ 246,959     $ 1,663,136     $     $  

Undistributed long-term capital gain

    7,126,649             9,929,217       5,257,541       2,747,088  

Accumulated earnings

  $ 7,126,649     $ 246,959     $ 11,592,353     $ 5,257,541     $ 2,747,088  

Paid-in capital

    1,347,226,604       97,787,630       213,611,895       190,634,510       138,034,521  

Accumulated capital and other losses

    (187,752 )     (45,337,455 )                  

Unrealized appreciation (depreciation) on foreign currency

    31,152       (32,620 )     1,409              

Unrealized appreciation on investments

    437,568,339       9,742,932       43,023,034       73,228,119       31,934,101  

Other temporary differences

                            4,475  

Net assets

  $ 1,791,764,992     $ 62,407,446     $ 268,228,691     $ 269,120,170     $ 172,720,185  

 

The differences between book-basis and tax-basis unrealized appreciation are attributable primarily to the tax deferral of losses on wash sales and PFIC mark-to-market.

The aggregate cost of investments and the composition of unrealized appreciation and depreciation on investments and net unrealized appreciation and/or depreciation on derivatives for Federal income tax purposes as of December 31, 2019, were as follows:

Fund

 

Basis

   

Gross
Appreciation

   

Gross
Depreciation

   

Net
Appreciation/
Depreciation

 

Driehaus Emerging Markets Growth Fund

  $ 1,275,653,282     $ 461,880,529     $ (24,312,190 )   $ 437,568,339  

Driehaus Emerging Markets Small Cap Growth Fund

  $ 50,036,666     $ 10,711,507     $ (968,575 )   $ 9,742,932  

Driehaus International Small Cap Growth Fund

  $ 208,261,874     $ 50,602,205     $ (7,579,171 )   $ 43,023,034  

Driehaus Micro Cap Growth Fund

  $ 194,185,563     $ 76,500,551     $ (3,272,432 )   $ 73,228,119  

Driehaus Small Cap Growth Fund

  $ 140,404,554     $ 34,425,408     $ (2,491,307 )   $ 31,934,101  

 

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.

 

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. GAAP, 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.

 


54

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Indemnifications

 

Under the Trust’s 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.

 

B. INVESTMENT ADVISORY FEES, TRANSACTIONS WITH AFFILIATES, AND ADMINISTRATIVE FEES

 

Richard H. Driehaus is Chairman of Driehaus Capital Management LLC (“DCM” or the “Adviser”), a registered investment adviser, and of Driehaus Securities LLC (“DS LLC”), an entity that was registered as a broker-dealer and served as the distributor of the Funds through December 31, 2019. As of December 31, 2019, Richard H. Driehaus held substantial, non-controlling interests in certain Funds.

 

DCM serves as the Funds’ investment adviser. In return for its services to the Funds, DCM receives monthly fees. Driehaus Micro Cap Growth Fund pays the Adviser a monthly fee computed and accrued daily at an annual rate of 1.25% of the Fund’s average daily net assets. Driehaus Small Cap Growth Fund pays the Adviser a monthly fee computed and accrued daily at an annual rate of 0.60% of the Fund’s average daily net assets. Driehaus Emerging Markets Small Cap Growth Fund pays the Adviser a monthly fee computed and accrued daily at the annual rate of 1.15% of the Fund’s average daily net assets. Driehaus International Small Cap Growth Fund pays the Adviser a monthly fee computed and accrued daily at an annual rate of 1.00% of the Fund’s average daily net assets. Driehaus Emerging Markets Growth Fund pays the Adviser a monthly fee computed and accrued daily at an annual rate of 1.05% on the first $1.5 billion and 0.75% in excess of $1.5 billion of the Fund’s average daily net assets.

 

DCM entered into a contractual agreement to cap Driehaus Emerging Markets Small Cap Growth Fund’s annual operating expenses (other than interest, taxes, brokerage commissions, dividends and interest on short sales and other portfolio transaction expenses and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) at 1.45% of average daily net assets until October 31, 2021. DCM is entitled to recoupment for previously waived fees and reimbursed expenses to the extent that the Fund’s expense ratio remains below the operating expense cap in place at the time of the waiver and the current operating expense cap for a period not to exceed three years from the date on which the waiver or reimbursement was made. For the year ended December 31, 2019, DCM waived fees for Driehaus Emerging Markets Small Cap Growth Fund totaling $227,780 under this agreement.

 

DCM has entered into a contractual agreement to cap Driehaus Small Cap Growth Fund’s annual operating expenses (other than interest, taxes, brokerage commissions, dividends and interest on short sales and other portfolio transaction expenses and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) at 1.20% of average daily net assets for the Investor Class and 0.95% of average daily net assets for the Institutional Class until August 20, 2020. For a period of three years subsequent to the Fund’s commencement of operations on August 21, 2017, DCM is entitled to recoupment of previously waived fees and reimbursed expenses to the extent that the expense ratio of each share class remains below the respective operating expense cap in place at the time of the waiver and the current operating expense cap for a period not to exceed three years from the date on which the waiver or reimbursement was made. For the year ended December 31, 2019, DCM waived fees for the Investor Class shares of the Driehaus Small Cap Growth Fund totaling $31,856 and recouped fees for the Institutional Class shares of the Driehaus Small Cap Growth Fund totaling $103,310 under this agreement.

 

The table below indicates the amount of fees available for potential recoupment by DCM in future periods:

 

Year Ended December 31

 

Driehaus
Emerging
Markets
Small Cap
Growth Fund

   

Driehaus
Small Cap
Growth
Fund

 

2020

  $     $ 9,050  

2021

      34,917  

2022

    227,780       31,856  

Total

  $ 227,780     $ 75,823  

 


55

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The amounts incurred and payable to DCM during the year ended December 31, 2019 are as follows:

Fund

 

Advisory Fees

   

Advisory Fees
Payable/(Receivable)
(included in Due
to affiliate/(Due
from affiliate))

 

Driehaus Emerging Markets Growth Fund

  $ 16,837,477     $ 1,490,823  

Driehaus Emerging Markets Small Cap Growth Fund

    764,508       59,068  

Driehaus International Small Cap Growth Fund

    2,525,272       217,588  

Driehaus Micro Cap Growth Fund

    3,140,853       274,335  

Driehaus Small Cap Growth Fund

    961,297       82,415  

 

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 year ended December 31, 2019, these arrangements reduced the expenses of Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Micro Cap Growth Fund and Driehaus Small Cap Growth Fund by $133,804 (0.6%), $5,598 (0.5%), $15,079 (0.5%), $148,122 (4.0%) and $40,946 (2.8%), respectively.

 

The Funds are permitted to purchase or sell securities from or to certain affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by the fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each transaction is effected at the current market price to minimize trading costs, where permissible. For the year ended December 31, 2019, the Funds engaged in purchases and sales of securities, pursuant to Rule 17a-7 of the 1940 Act, as follows:

 

Fund

 

Purchases

   

Sales

   

Net Realized
Gain (Loss)

 

Driehaus Micro Cap Growth Fund

  $     $ 560,821     $ (54,736 )

 

Certain officers of the Trust are also officers of DCM and DS LLC. The Funds pay a portion of the Chief Compliance Officer’s salary and bonus. No other officers received compensation from the Funds. The Independent Trustees are compensated for their services to the Trust and such compensation is reflected as Trustees’ fees in the Statements of Operations.

BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) serves as the Funds’ administrative and accounting agent. In compensation for these services, BNY Mellon earns the greater of a monthly minimum fee or a monthly fee based upon average daily net assets. BNY Mellon has agreed to waive a portion of its monthly fee for administrative services for the first two years of operations for Driehaus Small Cap Growth Fund. For the year ended December 31, 2019, BNY Mellon waived $0 for Driehaus Small 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 services for the first two years of operations for Driehaus Small Cap Growth Fund. For the year ended December 31, 2019, BNY Mellon waived $12,000 for Driehaus Small Cap Growth Fund.

For the year ended December 31, 2019, DS LLC, an affiliate registered broker-dealer, served as the Funds’ distributor. DS LLC did not earn any compensation from the Funds for these services. DS LLC was replaced as the Funds’ distributor by Foreside Financial Services, LLC (“Foreside” or the “Distributor”), an unaffiliated registered broker-dealer effective January 1, 2020. Foreside will similarly not receive any compensation from the Funds for these services. Prior to the Funds’ appointment of Foreside, DS LLC was a party to a Fee Reimbursement Agreement (“Agreement”) with the Driehaus Emerging Markets Growth Fund and the Driehaus Small Cap Growth Fund. The Agreement with DS LLC was terminated on December 31, 2019, and the Adviser entered into the Agreement with the Driehaus Emerging Markets Growth Fund and the Driehaus Small Cap Growth Fund effective January 1, 2020. Under these Agreements, the Funds

 


56

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

reimbursed DS LLC and will reimburse the Adviser for certain fees paid by each entity to intermediaries who provide shareholder administrative and/or sub-transfer agency services to the Funds. Currently, the amount to be reimbursed will not exceed 0.25% of the average daily net assets held by such intermediaries.

 

The amounts incurred and payable to DS LLC during the year ended December 31, 2019 are as follows:

 

Fund

 

Shareholder
Services Fees

   

Accrued
Shareholder Services
Fees (included in
Due to affiliate)

 

Driehaus Emerging Markets Growth Fund

  $ 1,791,565     $ 189,469  

Driehaus Small Cap Growth Fund

    18,045        

 

C. INVESTMENT TRANSACTIONS

 

The aggregate purchases and sales of investment securities, other than short-term obligations and options, for the year ended December 31, 2019 were as follows:

 

Fund

 

Purchases

   

Sales

 

Driehaus Emerging Markets Growth Fund

  $ 2,572,408,244     $ 2,550,322,459  

Driehaus Emerging Markets Small Cap Growth Fund

    139,131,838       185,132,441  

Driehaus International Small Cap Growth Fund

    230,209,447       256,946,791  

Driehaus Micro Cap Growth Fund

    415,732,958       483,794,871  

Driehaus Small Cap Growth Fund

    324,505,307       332,234,459  

 

D. CAPITAL SHARE TRANSACTIONS

 

For the years ended December 31, 2019 and 2018, transactions in capital shares (authorized shares unlimited) were as follows:

 

   

Driehaus Emerging
Markets Growth Fund

   

Driehaus Emerging Markets
Small Cap Growth Fund

   

Driehaus International
Small Cap Growth Fund

 
   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

 

Fund

                                               

Shares issued

                874,262       3,442,832       4,710,527       6,768,601  

Shares reinvested

                14,891             169,235       3,560,115  

Shares redeemed

                (4,849,550 )     (14,229,116 )     (6,242,924 )     (12,040,667 )

Net increase (decrease)

                (3,960,397 )     (10,786,284 )     (1,363,162 )     (1,711,951 )
                                                 

Investor Class

                                               

Shares issued

    2,872,532       6,511,231                          

Shares reinvested

    172,532       1,023,706                          

Shares redeemed

    (6,094,234 )     (14,592,102 )                        

Net increase (decrease)

    (3,049,170 )     (7,057,165 )                        
                                                 

Institutional Class

                                               

Shares issued

    7,006,838       11,261,606                          

Shares reinvested

    174,824       798,753                          

Shares redeemed

    (4,277,922 )     (4,408,218 )                        

Net increase (decrease)

    2,903,740       7,652,141                          

Total net increase (decrease)

    (145,430 )     594,976                          

 

 


57

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

   

Driehaus Micro Cap
Growth Fund

   

Driehaus Small Cap
Growth Fund

 
   

2019

   

2018

   

2019

   

2018

 

Fund

                               

Shares issued

    5,178,977       6,979,421              

Shares reinvested

    2,292,488       6,239,529              

Shares redeemed

    (10,513,427 )     (11,725,708 )            

Net increase (decrease)

    (3,041,962 )     1,493,242              
                                 

Investor Class

                               

Shares issued

                526,045       802,721  

Shares reinvested

                42,020       18,657  

Shares redeemed

                (505,115 )     (290,721 )

Net increase (decrease)

                62,950       530,657  
                                 

Institutional Class

                               

Shares issued

                3,970,530       7,683,576  

Shares reinvested

                599,613       300,304  

Shares redeemed

                (4,651,842 )     (762,745 )

Net increase (decrease)

                (81,699 )     7,221,135  

Total net increase (decrease)

                (18,749 )     7,751,792  

 

E. LINE OF CREDIT

 

The Funds, together with other funds in the Trust, obtained a committed line of credit in the amount of $50,000,000. The line of credit is available primarily to meet large, unexpected shareholder redemptions 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%, or 1.75%, whichever is greater. There is a commitment fee of 0.10% of the excess of the $50,000,000 committed amount over the sum of the average daily balance of any loans, which is allocated amongst all funds that have access to the line. Driehaus Emerging Markets Small Cap Growth Fund utilized the line of credit during the periods January 1, 2019 to January 3, 2019 and February 25, 2019 to February 28, 2019. For the period January 1, 2019 to January 3, 2019, the average daily loan balance outstanding on days where borrowings existed was $5,000,000 and the weighted average interest rate was 4.00%. For the period February 25, 2019 to February 28, 2019, the average daily loan balance outstanding on days where borrowings existed was $6,000,000 and the weighted average interest rate was 4.00%. The interest expense, which is included on the Statements of Operations, was $4,169 for Driehaus Emerging Markets Small Cap Growth Fund.

 

F. 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.

 

G. 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 and reflected in the Statements of Changes in Net Assets.

 

H. SUBSEQUENT EVENTS

 

Events or transactions that occurred after the date of this report through the date the report was issued have been evaluated for potential impact to the financial statements. Effective January 1, 2020, Foreside Financial Services, LLC replaced DS LLC as the Funds’ distributor.

 


58

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Micro Cap Growth Fund, and Driehaus Small Cap Growth Fund and the Board of Trustees of the Driehaus Mutual Funds

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of Driehaus Emerging Markets Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus International Small Cap Growth Fund, Driehaus Micro Cap Growth Fund, and Driehaus Small Cap Growth Fund, (collectively referred to as the “Funds”), (five of the funds constituting the Driehaus Mutual Funds (the “Trust”)), including the schedules of investments, as of December 31, 2019, and the related statements of operations and changes in net assets, and the financial highlights for each of the periods indicated in the table below and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (five of the funds constituting the Driehaus Mutual Funds) at December 31, 2019, and the results of their operations, changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.

 

Individual fund constituting
the Driehaus Mutual Funds

Statement of operations

Statement of changes
in net assets

Financial highlights

Driehaus Emerging Markets Growth Fund

 

Driehaus Emerging Markets Small Cap Growth Fund

 

Driehaus International Small Cap Growth Fund

 

Driehaus Micro Cap Growth Fund

For the year ended December 31, 2019

For each of the two years in the period ended December 31, 2019

For each of the five years in the period ended December 31, 2019

Driehaus Small Cap Growth Fund

For the year ended December 31, 2019

For each of the two years in the period ended December 31, 2019

For each of the two years in the period ended December 31, 2019 and the period from August 21, 2017 (commencement of operations) through December 31, 2017

 

Basis for Opinion

 

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on each of the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform,

 


59

 

 

 

Report of Independent Registered Public Accounting Firm — (Continued)

 

 

an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more Driehaus investment companies since 2002.

Chicago, Illinois
February 21, 2020

 


60

 

 

 

Interested and Independent Trustees of the Trust

 

 

The following table sets forth certain information with respect to the Trustees of the Trust as of December 31, 2019:

 

Name, Address
and Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length
of Time
Served

Number of
Portfolios
in Trust
Overseen
by Trustee

Principal Occupation(s)
During Past 5 Years

Other Directorships
Held by Trustee
During the Past 5 Years

Interested Trustee:*

         

Stephen J. Kneeley 25 East Erie Street Chicago, IL 60611 YOB: 1963

Trustee and President

Since 2018

 

Since 2017

8

President and Chief Executive Officer of the Adviser since January 2018; Interim President and Interim Chief Executive Officer of Adviser from March 2017 to December 2017; Chief Executive Officer, Context Asset Management, L.P. from 2014 to 2016.

Chairman of Board of Trustees, Context Capital Funds from 2014 to 2017; and Trustee, Copeland Trust from 2010 to 2017.

Independent Trustees:

         

Daniel F. Zemanek c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611 YOB: 1942

Trustee and Chairperson

Since 1996

 

Since 2014

8

Retired; President of Ludan, Inc. (real estate development services specializing in senior housing) from April 2008 to December 2014.

None.

Theodore J. Beck c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611 YOB: 1952

Trustee

Since 2012

8

Retired; President and Chief Executive Officer, National Endowment for Financial Education, 2005 to July 2018.

None.

Francis J. Harmon c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611 YOB: 1942

Trustee

Since 1998

8

Consultant, Great Lakes Advisors, Inc. since January 2020; Relationship Manager, Great Lakes Advisors, Inc. through December 2019.

None.

Dawn M. Vroegop c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611 YOB: 1966

Trustee

Since 2012

8

Private Investor.

Independent Trustee, Brighthouse Funds Trust I since December 2000 and Brighthouse Funds Trust II since May 2009.

Christopher J. Towle, CFA c/o Driehaus Capital Management LLC 25 East Erie Street Chicago, IL 60611 YOB: 1957

Trustee

Since 2016

8

Retired; Partner, Portfolio Manager, Director of High Yield and Convertible Securities, Lord Abbett & Co. 1987 to 2014.

Independent Trustee, Brighthouse Funds Trust I and Brighthouse Funds Trust II, each from April 2018 to August 2019.

 

 

*

Mr. Kneeley became a Trustee on March 6, 2018. Mr. Kneeley is an “interested person” of the Trust and the Adviser, as defined in the 1940 Act, because he is an officer of the Adviser.

 


61

 

 

 

Officers of the Trust

 

 

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 M. Kurinsky
25 East Erie Street Chicago, IL 60611
YOB: 1972

Vice President and Treasurer

Since January 2019

Chief Financial Officer and Treasurer of the Adviser and Driehaus Securities LLC since January 2019; Treasurer, Secretary and Chief Legal Officer of the Keeley Funds, Inc. through December 2018; President and Chief Operating Officer of Keeley-Teton Advisors, LLC from March 2017 to December 2018; Treasurer and Secretary of Joley Corp. and Keeley Holdings, Inc. through February 2017; Secretary, Treasurer, Chief Financial Officer and General Counsel of Keeley Asset Management Corp. through February 2017; Secretary, Treasurer, Chief Financial Officer and General Counsel of Keeley Investment Corp. through February 2017.

Janet L. McWilliams
25 East Erie Street Chicago, IL 60611
YOB: 1970

Assistant Vice President and Chief Legal Officer

Since 2007

Since 2012

General Counsel and Secretary of the Adviser and Driehaus Securities LLC since 2012.

Anne S. Kochevar*
25 East Erie Street Chicago, IL 60611
YOB: 1963

Chief Compliance Officer and Anti-Money Laundering Compliance Officer

Since 2019

Anti-Money Laundering Compliance Officer of Driehaus Securities LLC since 2019; Chief Compliance Officer of the Adviser and Driehaus Securities LLC since 2019; Chief Compliance Officer of Confluence Investment Management from January 2018 to June 2019; and Chief Compliance Officer of Henderson Global Investors U.S. from November 2014 to January 2018.

William H. Wallace, III 301 Bellevue Parkway Wilmington, DE 19809 YOB: 1969

Secretary

Since 2015

Vice President and Manager, The Bank of New York Mellon since 2010.

Christine V. Mason
301 Bellevue Parkway
Wilmington, DE 19809
YOB: 1956

Assistant Secretary

Since 2015

Vice President and Manager, The Bank of New York Mellon since March 2018; and Senior Specialist, The Bank of New York Mellon from 2013 to March 2018.

Christina E.H. Jacobs
25 East Erie Street
Chicago, IL 60611
YOB: 1985

Assistant Secretary

Since January 2019

Senior Attorney of the Adviser since January 2019; Senior Attorney, Aegon USA Investment Management, LLC from December 2014 to January 2019; Head of Corporate Strategy and Support, Aegon USA Investment Management, LLC from April 2015 to January 2017.

 

 

*

Ms. Kochevar became Chief Compliance Officer and Anti-Money Laundering Compliance Officer on July 1, 2019, succeeding Michael R. Shoemaker.

 

The Statement of Additional Information for Driehaus Mutual Funds contains more detail about the Trust’s Trustees and officers and is available upon request, without charge. For further information, please call 1-800-560-6111.

 


62

 

 

 

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 December 31, 2019.

 

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 expenses 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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s 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 Emerging Markets Growth Fund — Investor Class

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,089.00

$7.63

Hypothetical (5% return before expenses)

$1,000

$1,017.90

$7.38

 

Driehaus Emerging Markets Growth Fund — Institutional Class

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,090.50

$6.32

Hypothetical (5% return before expenses)

$1,000

$1,019.16

$6.11

 

Driehaus Emerging Markets Small Cap Growth Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,113.40

$7.72

Hypothetical (5% return before expenses)

$1,000

$1,017.90

$7.38

 


63

 

 

 

Fund Expense Examples (unaudited) — (Continued)

 

 

Driehaus International Small Cap Growth Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,117.20

$6.56

Hypothetical (5% return before expenses)

$1,000

$1,019.00

$6.26

 

Driehaus Micro Cap Growth Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,044.60

$7.58

Hypothetical (5% return before expenses)

$1,000

$1,017.80

$7.48

 

Driehaus Small Cap Growth Fund – Investor Class

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,046.30

$6.19

Hypothetical (5% return before expenses)

$1,000

$1,019.16

$6.11

 

Driehaus Small Cap Growth Fund – Institutional Class

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019*

Actual

$1,000

$1,047.30

$4.90

Hypothetical (5% return before expenses)

$1,000

$1,020.42

$4.84

 

*

Expenses are equal to the Fund’s 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 (184), then divided by 365 to reflect the half-year period. These amounts exclude the reduction in expenses for fees paid indirectly and may differ from the Fund’s annualized expense ratio shown in the Financial Highlights.

 

Driehaus Emerging Markets Growth Fund – Investor Class

1.45%

Driehaus Emerging Markets Growth Fund – Institutional Class

1.20%

Driehaus Emerging Markets Small Cap Growth Fund

1.45%

Driehaus International Small Cap Growth Fund

1.23%

Driehaus Micro Cap Growth Fund

1.47%

Driehaus Small Cap Growth Fund – Investor Class

1.20%

Driehaus Small Cap Growth Fund – Institutional Class

0.95%

 


64

 

 

 

Shareholder Information (unaudited)

 

 

TAX INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2019

 

We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements.

 

The Funds designate the following amounts as a long-term capital gain distribution:

 

Driehaus
Emerging
Markets
Growth
Fund

Driehaus
Emerging
Markets Small
Cap Growth
Fund

Driehaus
International
Small Cap
Growth
Fund

Driehaus
Micro Cap
Growth
Fund

Driehaus
Small Cap
Growth
Fund

$7,903,417

$—

$11,510,755

$39,026,375

$12,243,998

 

For taxable non-corporate shareholders, the following percentages of income and short-term capital gains represent qualified dividend income subject to the 15% rate category:

 

Driehaus
Emerging
Markets
Growth
Fund

Driehaus
Emerging
Markets Small
Cap Growth
Fund

Driehaus
International
Small Cap
Growth
Fund

Driehaus
Micro Cap
Growth
Fund

Driehaus
Small Cap
Growth
Fund

100.00%

100.00%

100.00%

0.00%

0.00%

 

For corporate shareholders, the following percentages of income and short-term capital gains qualified for the dividends-received deduction:

 

Driehaus
Emerging
Markets
Growth
Fund

Driehaus
Emerging
Markets Small
Cap Growth
Fund

Driehaus
International
Small Cap
Growth
Fund

Driehaus
Micro Cap
Growth
Fund

Driehaus
Small Cap
Growth
Fund

1.39%

0.00%

0.00%

0.00%

0.00%

 

 

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, 2019 is available without charge, upon request, by calling 1-800-560-6111. This information is also available on the Securities and Exchange Commission’s (“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 NPORT-EX. The Funds’ Form NPORT-EX is available electronically on the SEC’s website at http://www.sec.gov. Each Fund’s complete schedule of portfolio holdings is also available on the Fund’s website at http://www.driehaus.com.

 


65

 

 

 

Board Considerations in Connection with the Annual Review of the Investment Advisory Agreement for Equity Funds

 

 

The Board of Trustees of Driehaus Mutual Funds (the “Trust”), including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) (the “Independent Trustees”), approved the renewal of the investment advisory agreement (the “Agreement”) with Driehaus Capital Management LLC (the “Adviser”) for Driehaus Emerging Markets Growth Fund (“DREGX/DIEMX”), Driehaus International Small Cap Growth Fund (“DRIOX”), Driehaus Micro Cap Growth Fund (“DMCRX”), Driehaus Emerging Markets Small Cap Growth Fund (“DRESX”) and Driehaus Small Cap Growth Fund (“DVSMX/DNSMX”) (DREGX, DRIOX, DMCRX, DRESX and DVSMX/DNSMX are each a “Fund” and collectively, the “Funds”) on September 12, 2019 for an additional one-year term ending September 30, 2020. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the Agreement. The Board reviewed comprehensive materials received from the Adviser and from independent legal counsel. The Board also received extensive information throughout the year regarding performance and operating results of each Fund. The Independent Trustees held a conference call with their independent legal counsel on September [4], 2019 to review the materials provided in response to their request, and identified areas for further response by Fund management. Following receipt of further information from Fund management, the Independent Trustees, represented by independent legal counsel, met independent of Fund management to consider renewal of the Agreement for each Fund. After their consideration of all the information received, the Independent Trustees presented their findings and their recommendation to renew the Agreement at the Board meeting.

 

In connection with the contract review process, the Board considered the factors discussed below, among others. The Board also considered that the Adviser has managed each Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious adviser is in the best interests of each Fund. The Board considered, generally, that shareholders invested in each Fund, knowing that the Adviser managed the Fund and knowing the investment advisory fee schedule.

 

Nature, Quality and Extent of Services. The Board considered the nature, extent and quality of services provided under the Agreement, including portfolio management services and certain administrative services. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of the Adviser to attract and retain high-quality personnel, and the organizational depth of the Adviser. The Board also considered the Trust’s compliance with legal and regulatory requirements, as well as the Adviser’s handling of portfolio brokerage, and noted the Adviser’s process for evaluating best execution. The Board noted the Adviser’s role in overseeing the Funds’ other service providers, including the Adviser’s review of expenses. The Board considered the Adviser’s risk management strategies and the process developed by the Adviser for analyzing, reviewing and assessing risk exposure for the Funds. The Board also considered the Funds’ process for fair valuation of portfolio securities and noted the Board’s review of Fund valuation matters throughout the year.

 

The Board received and considered performance information provided for each Fund (and share class, as applicable), comparing it to the performance of a peer universe of funds (the “Performance Universe”) and a peer group of funds, as applicable, compiled by Broadridge Financial Solutions (“Broadridge”) using data from Lipper Analytical Services, Inc., an independent provider of mutual fund data (“Lipper”) and to each Fund’s primary benchmark index, as identified in reports to shareholders. The Board noted that the Adviser represented that, because the Funds’ performance can be volatile over shorter time periods, for Funds with longer performance records, it was also meaningful to analyze the performance over rolling time periods. The Board reviewed rolling performance for all the Funds for 1-year, 3-year and 5-year returns, as applicable, over the life of each Fund relative to its benchmark and noted that, in a majority of the time periods measured, each Fund outperformed its benchmark index. The Board also noted that the rolling performance information for Driehaus International Small Cap Growth Fund, Driehaus Emerging Markets Small Cap Growth Fund, Driehaus Micro Cap Growth Fund and Driehaus Small Cap Growth Fund included the performance of each Fund’s predecessor limited partnership. Because the predecessor limited partnerships did not operate as mutual funds and were not subject to certain investment and operational restrictions, the Board factored those differences into its evaluation of such Funds’ longer-term performance information. The Board also considered whether investment results were consistent with each Fund’s investment objective and policies.

 

As to the specific Funds, the Board considered that, as of June 30, 2019, Driehaus Emerging Markets Growth Fund’s (Investor Shares) performance was in the first quintile of its Performance Universe for the 5-year period and in the second quintile of its Performance Universe for the 1- and 3-year periods (the first quintile being the best performers and the fifth quintile being the worst performers). The Board noted that Driehaus Emerging Markets Growth Fund (Investor Shares) outperformed its benchmark index, the MSCI Emerging Markets Index, for the 1-, 3- and 5-year periods. The Board further noted that, as of June 30, 2019, Driehaus Emerging Markets Growth Fund’s (Institutional Shares) performance was in the first quintile of its Performance Universe for the since-inception period (the Fund’s

 


66

 

 

 

Institutional Shares inception date was July 17, 2017) and in the second quintile of its Performance Universe for the 1-year period and that Driehaus Emerging Markets Growth Fund (Institutional Shares) outperformed its benchmark index for the 1-year and since-inception periods.

 

The Board considered that, as of June 30, 2019, Driehaus International Small Cap Growth Fund’s performance was in the first quintile of its Performance Universe for the 5-year period and in the second quintile for the 1- and 3-year periods. The Board noted that Driehaus International Small Cap Growth Fund outperformed its benchmark index, the MSCI All Country World ex USA Small Cap Growth Index, for the 1-, 3- and 5-year periods.

 

The Board considered that, as of June 30, 2019, Driehaus Micro Cap Growth Fund’s performance was in the first quintile of its Performance Universe for the 3- and 5-year and since-inception periods (the Fund’s inception date was November 18, 2013) and in the second quintile for the 1-year period. In addition, the Board noted that Driehaus Micro Cap Growth Fund outperformed its benchmark index, the Russell Microcap Growth Index, for the 1-, 3- and 5-year and since-inception periods.

 

The Board considered that, as of June 30, 2019, Driehaus Emerging Markets Small Cap Growth Fund’s performance was in the second quintile of its Performance Universe for the since-inception period (the Fund’s inception date was August 22, 2011), in the fourth quintile for 1-year period and in the fifth quintile for the 3- and 5-year periods. In addition, the Board noted that Driehaus Emerging Markets Small Cap Growth Fund outperformed its benchmark index, the MSCI Emerging Markets Small Cap Index, for the 1-year and since-inception periods. The Board considered the Adviser’s statement that performance had been negatively impacted by the use of hedging techniques, which were discontinued as a principal investment strategy of the Fund effective November 1, 2018, and that year-to-date performance ranked in the first quintile. The Board also considered rolling relative performance, which for each period reviewed outperformed the benchmark.

 

The Board considered that, as of June 30, 2019, Driehaus Small Cap Growth Fund’s (Investor Shares and Institutional Shares) performance was in the first quintile of its Performance Universe for the 1-year and since-inception periods (the Fund’s inception date was August 21, 2017). The Board noted that Driehaus Small Cap Growth Fund (Investor Shares and Institutional Shares) outperformed its benchmark index, the Russell 2000 Growth Index, for the 1-year and since-inception periods.

 

As to the Funds in general, the Board concluded that the Adviser had consistently implemented its investment philosophy, and that over the long term, the investment philosophy produces value for shareholders.

 

On the basis of this evaluation and its ongoing review of investment results, the Board concluded that the nature, quality and extent of services provided by the Adviser supported renewal of the Agreement for each Fund.

 

Fees. The Board considered each Fund’s contractual management fee rate, operating expenses and total expense ratio as of December 31, 2018 as compared to peer expense group information based on data compiled by Broadridge using data from Lipper as of the most recent fiscal year end of each fund in the peer group (with the fifth quintile being the highest fee). The Board noted that Driehaus Small Cap Growth Fund’s (Investor Shares and Institutional Shares) contractual management fee rate was in the first quintile of its peer group, that Driehaus Emerging Markets Small Cap Growth Fund’s contractual management fee rate was in the third quintile of its peer group and equal to its peer group median, that Driehaus Emerging Markets Growth Fund’s (Investor Shares and Institutional Shares) contractual management fee rate was in the fourth quintile of its peer group and that Driehaus International Small Cap Growth Fund’s and Driehaus Micro Cap Growth Fund’s contractual management fee rates were in the fifth quintile of their respective peer group. The Board further noted that the Adviser had implemented a new advisory fee schedule for Driehaus International Small Cap Growth Fund, effective July 2, 2018, which lowered the Fund’s advisory fee rate to 1.00%. In addition, the Board noted that the Adviser implemented a new advisory fee schedule for Driehaus Emerging Markets Small Cap Growth Fund, effective November 1, 2018, which lowered the advisory fee rate to 1.15%, and that the Adviser implemented an expense reimbursement arrangement, effective the same date.

 

The Board also considered that for the fiscal year ended December 31, 2018, Driehaus Small Cap Growth Fund’s (Investor Shares) total expense ratio was in the first quintile of its peer group, Driehaus Small Cap Growth Fund’s (Institutional Shares) and Driehaus Emerging Markets Growth Fund’s (Investor Shares) total expense ratios were in the second quintile of their respective peer group, Driehaus International Small Cap Growth Fund’s and Driehaus Emerging Markets Growth Fund’s (Institutional Shares) total expense ratios were in the third quintile of their respective peer group and equal to each Fund’s peer group median, Driehaus Micro Cap Growth Fund’s total expense ratio was in the fourth quintile of its peer group and Driehaus Emerging Markets Small Cap Growth Fund’s total expense ratio was in the fifth quintile of its peer group. In addition, the Board considered the expense reimbursement arrangement with the Adviser for Driehaus Emerging Markets Small Cap Growth Fund and Driehaus Small Cap Growth Fund (Investor Shares and Institutional Shares). The Board noted the limited number of peers included in Driehaus Emerging Markets Small Cap Growth Fund’s peer group and that the Fund’s total expense ranking was in part driven by certain non-management expenses (including custodian and other non-management fee expenses).

 


67

 

 

 

The Board also considered the Funds’ advisory fee rates as compared to fees charged by the Adviser for similarly managed institutional accounts and sub-advised unaffiliated mutual funds, as applicable. With respect to institutional accounts and other mutual funds, the Board noted that the mix of services provided, the level of responsibility, the legal, reputational and regulatory risks and the resources required under the Agreement were significantly greater as compared to the Adviser’s obligations for managing the other accounts. In considering the reasonableness of the advisory fees, the Board took into account the Adviser’s substantial human and technological resources devoted to investing for the Funds, the relatively small amount of assets under management and the limited capacity of the investment style. In addition, the Board noted that the Adviser’s directed brokerage program had resulted in a total of approximately $367,000 in directed brokerage credits during calendar year 2018, which were used to reduce expenses of the Funds.

 

On the basis of the information reviewed, the Board concluded that the advisory fee schedule for each Fund was reasonable in light of the nature and quality of services provided by the Adviser.

 

Profitability. The Board reviewed information regarding revenues received by the Adviser under the Agreement from each Fund and discussed the Adviser’s methodology in allocating its costs to the management of the Funds. The Board considered the estimated costs to the Adviser of managing the Funds. The Board noted that Driehaus Micro Cap Growth Fund is currently closed to new investors in order to maintain assets at a level that the Adviser believes is prudent, which limits the Fund’s profitability to the Adviser. The Board also noted that the Funds do not have a Rule 12b-1 fee or shareholder service fee (except for Investor Shares of Driehaus Emerging Markets Growth Fund and Driehaus Small Cap Growth Fund), that the Adviser’s affiliate, Driehaus Securities LLC (“DS LLC”), serves as distributor of the Funds without compensation and that DS LLC provides compensation to intermediaries for distribution of Fund shares and for shareholder and administrative services to shareholders, the expense of which is reimbursed by the Adviser under an expense sharing arrangement with DS LLC, except for Driehaus Emerging Markets Growth Fund (Investor Shares) and Driehaus Small Cap Growth Fund (Investor Shares), which reimburse DS LLC under a Shareholder Services Plan (the “Plan”) for certain amounts paid for shareholder services covered under the Plan. The Board concluded that, based on the profitability calculated for the Trust as well as for the Funds individually (noting Driehaus Small Cap Growth Fund operated at a loss), the profitability was not excessive in light of the nature, extent and quality of the services provided to the Funds.

 

Economies of Scale. In considering the reasonableness of the advisory fee, the Board considered whether there are economies of scale with respect to the management of the Funds and whether the Funds benefit from any such economies of scale. Given the size of the Funds and the capacity constraints of their investment styles, as well as the fee reductions and waivers for certain of the Funds, the Board concluded that the advisory fee rates under the Agreement are reasonable and reflect an appropriate sharing of any such economies of scale.

 

Other Benefits to the Adviser and its Affiliates. The Board also considered the character and amount of other incidental benefits received by the Adviser and its affiliates. The Board also considered benefits to the Adviser related to soft dollar allocations. The Board concluded that advisory fees were reasonable in light of these fall-out benefits.

 

Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Agreement continue to be fair and reasonable and that the continuation of the Agreement is in the best interests of each Fund. No single factor was determinative in the Board’s analysis.

 


68

 

 

 

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DRH-AR2019

 

 

 

Beginning on May 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (https://www.driehaus.com/fund-resources), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a Fund electronically at any time by contacting your financial intermediary or, if you invest directly with a Fund, by calling 1-877-779-0079.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with a Fund, you can call 1-877-779-0079 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through a financial intermediary or all funds in the Driehaus Mutual Funds if you invest directly with a Fund.

 

 

Table of Contents

 

   

Portfolio Managers’ Letter, Performance Overview and Schedule of Investments:

 

Driehaus Active Income Fund

1

Driehaus Event Driven Fund

9

Driehaus Emerging Markets Opportunities Fund

15

Statements of Assets and Liabilities

21

Statements of Operations

22

Statements of Changes in Net Assets

24

Financial Highlights

26

Notes to Financial Statements

29

Report of Independent Registered Public Accounting Firm

47

Interested and Independent Trustees of the Trust

48

Officers of the Trust

49

Fund Expense Examples

50

Shareholder Information

52

Board Considerations in Connection with the Annual Review of the Investment Advisory Agreement

53

 

 

Driehaus Active Income Fund — Portfolio Managers’ Letter

 

Dear Fellow Shareholders,

 

The Driehaus Active Income Fund (“Fund”) returned 5.89% for the year ended December 31, 2019. This return compares to the Fund’s benchmark, the FTSE 3-Month T-Bill Index, which returned 2.25% for the same period and the Bloomberg Barclays US Aggregate Bond Index, which returned 8.72% for the year.

 

2019 was a year of broad ‘risk on’ in credit markets. Coming out of the final quarter of 2018, the Federal Reserve pivoted its stance on financial conditions, setting the stage for an accommodative backdrop throughout the year. This action in turn reignited the ‘reach for yield’ phenomenon, as investors’ appetite for yield (income) became seemingly insatiable. During the year, the option-adjusted spread (“OAS”) of the ICE BofA ML US High Yield Index tightened by 173 basis points from 533 to 360. The yield to maturity on the 10-year US Treasury Bond declined 77 basis points from 2.68% to 1.92% throughout the year as global central banks implemented accommodative policy and inflation expectations declined. Returns across corporate credit indexes were strongly positive for 2019 with the S&P/LSTA U.S. Leveraged Loan 100 Index returning 10.65% for the year, the BAML US Corporate (Investment Grade) Index returning 14.23% for the year and the BAML High Yield Index returning 14.41% during 2019. While 2019 was a strong year for risk assets in general, there was dispersion in the returns of certain sectors of the high yield universe including energy, retail, and telecommunications and across the credit quality spectrum, where CCC rated credit materially underperformed the high yield index.

 

The directional long strategy, which involves taking long positions in corporate debt or equity instruments with the anticipation of profiting from price movements and coupon collection in such assets, contributed the largest amount to performance. The returns on the directional long book were 18x greater than its losses. The Fund’s directional long book (81% of the fund on average) generated a 10% return on capital.

 

The capital structure arbitrage strategy, which is constructed to exploit potential price inefficiencies between two different securities of the same company, contributed to performance during the year, as gains on the long side of these positions were greater than the losses on the short side. This strategy has become an increasing area of opportunity throughout the year as the Fund has been able to exploit discrepancies in the pricing of various parts within capital structures.

 

Not surprisingly, in a year of risk on in financial markets, the Fund’s key detractors were composed of hedges. Portfolio hedges, composed of the interest rate hedge and the directional short category, were the most significant detractors for the year. Additionally, the volatility strategy, which was composed of broad market hedges with a limited risk budget, also detracted from performance. No other strategy meaningfully impacted 2019 performance.

 

Although the starting level of corporate spreads and global interest rates is lower than last year, we perceive the opportunity set for our absolute return mandate to be robust. Our process is based upon our belief that the corporate credit market provides consistent inefficiencies due primarily to the constrained mandates that dominate fund management within the asset class. We further believe that our ability to move across industry, ratings, duration, and asset classes allows us to systematically capitalize on these ongoing inefficiencies to provide risk-reduced yield and opportunities for capital appreciation.

 

Throughout 2019, we continued to improve our hedging process to maximize efficiency and lower the costs of such hedges on the portfolio. We did this primarily by increasing our allocation to short duration bonds (from 16% at December 31, 2018 to a peak of approximately 30% at October 31, 2019) and increasing our allocation to capital structure arbitrage. The result was muted volatility and limited drawdowns for the Fund, while maintaining steady income generation throughout the year.

 

Our objective in 2020, not surprisingly, is to continue to deliver performance that exceeds our absolute return mandate. The markets will bring new opportunities, threats, and uncertainties, and we will continue to adjust our portfolio construction in a manner that aims to deliver attractive risk adjusted returns. We will remain steadfast in our core philosophy and investment process, while continuing to refine and improve on the latter. We manage the Fund to deliver attractive risk-adjusted returns across a range of market paths and economic scenarios.

 

We continue to believe in our framework and processes and are optimistic about how we have positioned the Fund. The Fund’s returns over the last year were driven by our repeatable framework, which we believe is the foundation for 2020 and beyond.

 


1

 

 

 

As always, we thank you for investing alongside us in the Driehaus Active Income Fund and would like to express our gratitude for your continued confidence in our management capabilities.

 

Sincerely,

 

Thomas McCauley

Yoav Sharon

John Khym

Portfolio Manager

Portfolio Manager

Assistant Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index description.

 


2

 

 

 

Driehaus Active Income 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 $25,000 investment (minimum investment) in the Fund over the last 10 fiscal year periods (which includes performance of the Predecessor Fund), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.

 

Average Annual Total Returns as of 12/31/19

1 Year

3 Years

5 Years

10 Years

Driehaus Active Income Fund (LCMAX)1

5.89%

1.69%

1.91%

1.99%

FTSE 3-Month T-Bill Index2

2.25%

1.65%

1.05%

0.56%

Bloomberg Barclays U.S. Aggregate Bond Index3

8.72%

4.03%

3.05%

3.75%

 

 

 

1 The Driehaus Active Income Fund (the “Fund”) performance shown above includes the performance of the Lotsoff Capital Management Active Income Fund (the “Predecessor Fund”) for the periods before the Fund’s registration statement became effective. The Fund received the assets and liabilities of the Predecessor Fund on June 1, 2009 through a reorganization of the Predecessor Fund into the Fund. The Predecessor Fund was a nondiversified fund that was a series of another management investment company registered under the Investment Company Act of 1940, as amended. The Fund had no prior operating history prior to succeeding to the assets of the Predecessor Fund. The Fund has substantially similar investment objectives, strategies, and policies as the Predecessor Fund. Financial and performance information of the Fund includes the Predecessor Fund information.

 

2 The FTSE 3-Month T-Bill Index is designed to mirror the performance of the 3-month U.S. Treasury Bill. The FTSE 3-Month T-Bill Index is unmanaged and its returns reflect reinvestment of all distributions and changes in market prices.

 

3 The Bloomberg Barclays U.S. Aggregate Bond Index, an unmanaged index, represents securities that are SEC-registered, taxable and dollar denominated. This index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.

 


3

 

 

 

Driehaus Active Income Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

BANK LOANS — 19.25%

Computers — 2.43%

McAfee LLC

               

5.55% (3-Month USD Libor+375 basis points), 9/29/241,2

  $ 810,609     $ 815,169  

McAfee LLC

               

10.31% (3-Month USD Libor+850 basis points), 9/28/251,2

    4,963,636       5,008,309  
              5,823,478  

Distribution/Wholesale — 2.34%

Fossil Group, Inc.

               

8.20% (1-Month USD Libor+650 basis points), 9/26/241,2

    5,850,000       5,606,231  

Food — 1.69%

Bellring Brands LLC

               

6.70% (1-Month USD Libor+500 basis points), 10/21/241,2

    4,000,000       4,052,520  

Healthcare - Services — 1.98%

Heartland Dental LLC

               

5.45% (3-Month USD Libor+375 basis points), 4/30/251,2

    298,068       297,447  

Heartland Dental LLC

               

6.27% (3-Month USD Libor+375 basis points), 4/30/251,2

    6,721       6,707  

Tivity Health, Inc.

               

7.05% (3-Month USD Libor+525 basis points), 3/8/261,2

    4,433,735       4,445,928  
              4,750,082  

Insurance — 3.75%

Acrisure LLC

               

6.20% (3-Month USD Libor+425 basis points), 11/22/231,2

    2,246,698       2,256,527  

Asurion LLC

               

8.30% (3-Month USD Libor+650 basis points), 8/4/251,2

    6,628,049       6,724,984  
              8,981,511  

Internet — 0.14%

Hoya Midco LLC

               

5.30% (3-Month USD Libor+350 basis points), 6/30/241,2

    345,674       344,953  

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Investment Companies — 2.28%

Larchmont Resources LLC

               

8.89% (3-Month USD Libor+700 basis point Cash, 3-Month USD Libor+900 basis point PIK), 8/7/201,2,13

  $ 5,884,140     $ 5,457,540  

Media — 1.62%

iHeartCommunications, Inc.

               

5.69% (3-Month USD Libor+400 basis points), 5/1/261,2

    3,841,091       3,878,695  

Software — 3.02%

Blackboard, Inc.

               

7.91% (1-Month USD Libor+600 basis points), 6/30/241,2

    2,492,500       2,457,455  

Cerence, Inc.

               

7.78% (1-Month USD Libor+600 basis points), 10/1/241,2

    5,000,000       4,775,000  
              7,232,455  

Total BANK LOANS (Cost $46,264,909)

            46,127,465  
                 

CORPORATE BONDS — 53.27%

Aerospace & Defense — 2.41%

Bombardier, Inc. (Canada)

               

8.75%, 12/1/213,4

    2,500,000       2,742,187  

TransDigm, Inc.

               

5.50%, 11/15/273

    3,000,000       3,035,565  
              5,777,752  

Agriculture — 1.87%

Vector Group Ltd.

               

6.13%, 2/1/253,5

    4,560,000       4,486,132  

Banks — 3.93%

JPMorgan Chase & Co.

               

5.40% (3-Month USD Libor+347 basis points), 12/29/492,6,7

    3,915,000       3,941,037  

USB Realty Corp.

               

3.15% (3-Month USD Libor+115 basis points), 1/15/622,3,6,7

    6,335,000       5,471,856  
              9,412,893  

Beverages — 0.87%

Cott Holdings, Inc.

               

5.50%, 4/1/253

    2,000,000       2,090,247  

Chemicals — 1.38%

CVR Partners LP / CVR Nitrogen Finance Corp.

               

9.25%, 6/15/233

    3,160,000       3,305,018  

 

 

Notes to Financial Statements are an integral part of this Schedule.
4

 

 

 

Driehaus Active Income Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Commercial Services — 1.39%

Nielsen Finance LLC / Nielsen Finance Co.

               

5.00%, 4/15/223

  $ 3,309,000     $ 3,325,803  

Computers — 1.34%

NCR Corp.

               

6.38%, 12/15/235

    3,125,000       3,205,100  

Cosmetics/Personal Care — 3.00%

Avon International Operations, Inc.

               

7.87%, 8/15/223,5

    4,136,000       4,311,332  

Avon Products, Inc. (United Kingdom)

               

8.95%, 3/15/434

    2,250,000       2,874,375  
              7,185,707  

Diversified Financial Services — 1.21%

ILFC E-Capital Trust I

               

3.90%, 12/21/653,7,8

    1,906,000       1,510,505  

ILFC E-Capital Trust I

               

3.90%, 12/21/657,9

    1,750,000       1,386,875  
              2,897,380  

Energy-Alternate Sources — 0.44%

Enviva Partners LP / Enviva Partners Finance Corp.

               

6.50%, 1/15/263

    1,000,000       1,069,454  

Entertainment — 1.76%

Lions Gate Capital Holdings LLC

               

6.38%, 2/1/243,5

    4,070,000       4,220,929  

Insurance — 1.28%

               

Acrisure LLC / Acrisure Finance, Inc.

               

8.13%, 2/15/243,5

    2,818,000       3,058,851  

Internet — 4.90%

EIG Investors Corp.

               

10.88%, 2/1/245

    7,560,000       7,560,590  

Uber Technologies, Inc.

               

7.50%, 11/1/233

    4,000,000       4,181,667  
              11,742,257  

Investment Companies — 1.31%

Compass Group Diversified Holdings LLC

               

8.00%, 5/1/263,5

    2,868,000       3,131,498  

Iron/Steel — 1.32%

AK Steel Corp.

               

7.63%, 10/1/215

    3,150,000       3,178,596  

Media — 5.54%

Cumulus Media New Holdings, Inc.

               

6.75%, 7/1/263

    2,400,000       2,572,440  

GCI LLC

               

6.88%, 4/15/255

    3,500,000       3,665,782  

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

iHeartCommunications, Inc.

               

8.37%, 5/1/27

  $ 1,200,000     $ 1,327,128  

LCPR Senior Secured Financing DAC (Ireland)

               

6.75%, 10/15/273,4

    2,750,000       2,923,171  

Lee Enterprises, Inc.

               

9.50%, 3/15/223

    2,975,000       2,787,575  
              13,276,096  

Mining — 0.76%

Mountain Province Diamonds, Inc. (Canada)

               

8.00%, 12/15/223,4,5

    1,894,000       1,828,725  

Miscellaneous Manufacturing — 1.29%

LSB Industries, Inc.

               

9.63%, 5/1/233

    3,000,000       3,095,990  

Oil & Gas — 1.81%

Transocean Pontus Ltd. (Cayman Islands)

               

6.13%, 8/1/253,4,5

    4,227,500       4,346,398  

Oil & Gas Services — 1.52%

Archrock Partners LP / Archrock Partners Finance Corp.

               

6.00%, 10/1/22

    1,260,000       1,270,741  

Archrock Partners LP / Archrock Partners Finance Corp.

               

6.87%, 4/1/273

    2,000,000       2,118,580  

Archrock Partners LP / Archrock Partners Finance Corp.

               

6.25%, 4/1/283

    250,000       257,673  
              3,646,994  

Packaging & Containers — 0.90%

Ardagh Packaging Finance PLC / Ardagh Holdings USA, Inc. (Ireland)

               

6.00%, 2/15/253,4

    2,060,000       2,160,267  

Pharmaceuticals — 1.77%

HLF Financing Sarl LLC / Herbalife International, Inc.

               

7.25%, 8/15/263,5

    3,995,000       4,234,700  

Retail — 2.52%

CEC Entertainment, Inc.

               

8.00%, 2/15/22

    2,750,000       2,715,515  

PetSmart, Inc.

               

5.87%, 6/1/253

    3,250,000       3,320,011  
              6,035,526  

Software — 1.32%

Donnelley Financial Solutions, Inc.

               

8.25%, 10/15/24

    3,098,000       3,174,288  

 

 

Notes to Financial Statements are an integral part of this Schedule.
5

 

 

 

Driehaus Active Income Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Telecommunications — 5.11%

Consolidated Communications, Inc.

               

6.50%, 10/1/225

  $ 8,451,000     $ 7,711,538  

Gogo Intermediate Holdings LLC / Gogo Finance Co., Inc.

               

9.87%, 5/1/243

    3,500,000       3,707,867  

HC2 Holdings, Inc.

               

11.50%, 12/1/213,5

    872,000       824,040  
              12,243,445  

Trucking & Leasing — 2.32%

Fortress Transportation & Infrastructure Investors LLC

               

6.75%, 3/15/223,5

    5,320,000       5,559,400  

Total CORPORATE BONDS (Cost $126,995,314)

            127,689,446  
                 

COMMON STOCKS — 0.40%

Banks — 0.25%

Kearny Financial Corp

    43,451       600,928  

Telecommunications — 0.15%

               

Consolidated Communications Holdings, Inc

    91,265       354,108  

Total COMMON STOCKS (Cost $1,080,663)

            955,036  
                 

CONVERTIBLE PREFERRED STOCKS — 0.00%

Auto Manufacturers — 0.00%

General Motors Corp. Senior Convertible Preferred Escrow - B

               

5.25%, 3/6/34*10,11,12

    475,000        

General Motors Corp. Senior Convertible Preferred Escrow - C

               

6.25% 12/15/12*10,11,12

    11,790,650        
               

Total CONVERTIBLE PREFERRED STOCKS (Cost $—)

             
                 

PREFERRED STOCKS — 3.27%

Banks — 3.27%

GMAC Capital Trust I

               

7.70% (3-Month USD Libor+579 basis points), 2/15/405,7

    301,161       7,845,244  

Total PREFERRED STOCKS (Cost $7,972,857)

            7,845,244  
                 

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

PRIVATE STOCK — 0.49%

Investment Companies — 0.49%

Larchmont Resources LLC*10,12

    7,824     $ 1,173,600  

Total PRIVATE STOCK (Cost $977,968)

            1,173,600  
                 

PURCHASED PUT OPTIONS — 0.03%

Fossil Group, Inc. Exercise Price: $7.00, Notional Amount: $633,500, Expiration Date: March 20, 2020*

    905       76,925  

Total PURCHASED PUT OPTIONS (Premiums paid $105,920)

            76,925  

 

TOTAL INVESTMENTS (Cost $183,397,631)

    76.71 %   $ 183,867,716  

Other Assets less Liabilities

    23.29 %     55,815,994  

Net Assets

    100.00 %   $ 239,683,710  
                 

INVESTMENT SECURITIES SOLD SHORT — (2.58)%

CORPORATE BONDS — (2.11)%

Healthcare - Services — (1.90)%

               

DaVita, Inc.

               

5.13%, 7/15/24

  $ (2,000,000 )     (2,050,617 )

Hadrian Merger Sub, Inc.

               

8.50%, 5/1/263

    (2,440,000 )     (2,506,719 )
              (4,557,336 )

Software — (0.21)%

Blackboard, Inc.

               

10.38%, 11/15/243

    (500,000 )     (498,750 )

Total CORPORATE BONDS (Proceeds $4,735,612)

            (5,056,086 )
                 

COMMON STOCKS — (0.47)%

Agriculture — (0.16)%

Vector Group Ltd.

    (28,500 )     (381,615 )

Investment Companies — (0.15)%

Compass Diversified Holdings

    (15,000 )     (372,900 )

Pharmaceuticals — (0.16)%

Herbalife Nutrition Ltd.*

    (8,000 )     (381,360 )

Total COMMON STOCKS (Proceeds $1,060,751)

            (1,135,875 )

 

TOTAL INVESTMENT SECURITIES SOLD SHORT (Proceeds $5,796,363)

    (2.58 )%   $ (6,191,961 )

 

USD LIBOR — U.S. Dollar London Interbank Offered Rate.

 

*

Non-income producing security.

 

Notes to Financial Statements are an integral part of this Schedule.
6

 

 

 

Driehaus Active Income Fund
Schedule of Investments
December 31, 2019

 

 

1

Bank loans in which the Fund invests pay interest at rates which are periodically predetermined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as the London Inter-Bank Offered Rate (“LIBOR”), (ii) the prime rate offered by one or more United States banks or (iii) the certificate of deposit rate. Certain bank loans are subject to a LIBOR floor that establishes a minimum LIBOR rate. The interest rate shown reflects the rate in effect at December 31, 2019. Bank loans generally are subject to mandatory and/or optional repayment. As a result, the actual remaining maturity may be substantially less than the stated maturities shown.

 

2

Floating rate security. Rates disclosed as of December 31, 2019.

 

3

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by Driehaus Mutual Funds’ (the “Trust”) Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total value of these securities is $82,672,412, which represents 34% of Net Assets.

 

4

Foreign security denominated in U.S. dollars and traded in the U.S.

 

5

All or a portion of this security is pledged as collateral for short sales or derivatives transactions.

 

6

Perpetual security. Maturity date shown is the next call date or final legal maturity date, whichever comes first.

 

7

Variable rate security. Rates disclosed as of December 31, 2019.

 

8

The coupon rate equals 155 basis points plus the highest of the LIBOR 3 Month, the Constant Maturity Treasury 10 year rate, and the Constant Maturity Treasury 30 year rate, with a maximum of 12.95%.

 

9

The coupon rate equals 155 basis points plus the highest of the LIBOR 3 Month, the Constant Maturity Treasury 10 year rate, and the Constant Maturity Treasury 30 year rate, with a maximum of 14.5%.

 

10

Pursuant to procedures adopted by the Trust’s Board of Trustees, this security has been determined to be illiquid by Driehaus Capital Management LLC (the “Adviser”), investment adviser to the Fund.

 

11

Security is in default.

 

12

Security valued at fair value as determined in good faith by the Adviser, in accordance with procedures established by, and under the general supervision of, the Trust’s Board of Trustee. The security is valued using significant unobservable inputs.

 

13

Security has the ability to pay in kind (“PIK”) or pay income in cash. When applicable separate rates of such payments are disclosed.

 

Percentages are stated as a percent of net assets.

 

Security Type

Percent of Total
Net Assets

Bank Loans

19.25%

Corporate Bonds

53.27%

Common Stocks

0.40%

Convertible Preferred Stocks

0.00%

Preferred Stocks

3.27%

Private Stock

0.49%

Purchased Put Options

0.03%

Total Investments

76.71%

Other Assets less Liabilities

23.29%

Total Net Assets

100.00%

 

Percentages are stated as a percent of net assets.

 

Notes to Financial Statements are an integral part of this Schedule.
7

 

 

 

Driehaus Active Income Fund
Schedule of Investments
December 31, 2019

 

 

FUTURES CONTRACTS

 

Counterparty

Futures Contracts

 

Number of
Contracts
(Short)

   

Expiration
Date

   

Notional
Amount

   

Value at
December 31,
2019

   

Unrealized
Appreciation/
(Depreciation)

 

Goldman Sachs

U.S. 5 Year Treasury Note

(77)

March 31, 2020

  $ (9,166,429 )   $ (9,132,924 )   $ 33,505  

Goldman Sachs

U.S. 10 Year Treasury Note

(47)

March 20, 2020

    (6,089,694 )     (6,035,829 )     53,865  

Goldman Sachs

U.S. Treasury Long Bond

(10)

March 20, 2020

    (1,592,711 )     (1,559,063 )     33,648  

TOTAL FUTURES CONTRACTS

  $ (16,848,834 )   $ (16,727,816 )   $ 121,018  

 

Notes to Financial Statements are an integral part of this Schedule.
8

 

 

 

Driehaus Event Driven Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus Event Driven Fund (“Fund”) returned 19.53% for the year ended December 31, 2019. This return is in comparison to the performance of the Fund’s benchmark, the S&P 500 Index (the “Benchmark”), which returned 31.49% for the same period, and the FTSE 3-Month T-Bill Index, an additional index against which the Fund’s performance may be compared, which returned 2.25%.

 

As financial markets completed the final year of the decade, activity in the event-driven investing category remained robust. Interestingly, while 2019 marked the fourth highest year of deal activity, it was predominantly driven by ‘mega deal’ volume1. Nearly a quarter of all merger and acquisition (M&A) activity was generated by 21 deals greater than $20 Billion. While traditional merger arbitrage activity was more concentrated in the past year, the broader range of event driven investing pushed forward at a healthy clip. With $1.8 trillion of cash piles on corporate balance sheets, companies continue to be opportunistic in implementing value unlocking actions. As a consequence of the Federal Reserve’s financial easing pivot to start the year, management teams became highly incentivized to capitalize on the extended window of historically low global rates. This manifested itself in a slew of corporate actions including M&A, refinancing, recapitalizations, and restructurings.

 

Within the Fund, the equity catalyst driven strategy, which seeks to place event driven trades that are expressed predominantly through equity issues, was the largest contributor for the Fund during 2019. Throughout the year, a whole range of events across the multi-strategy catalyst spectrum yielded fruitful investments. The Fund capitalized on idiosyncratic catalysts across a handful of industries, particularly in healthcare and financials. Additionally, a few select corporate spins and takeovers contributed to the category’s return.

 

The bond with catalyst positions, which are event driven investments that are expressed predominantly through bond issues, were the second most significant long exposure contributors to performance during the year. The strategy saw contributions across select credits that addressed their capital allocation programs during the year, through a combination of dividend cuts, debt paydowns, and refinancing activity. As we head into 2020, this strategy type composes nearly 40% of the Fund’s assets, and given our perceived opportunity set for continued corporate credit actions at this point in the cycle, we anticipate allocation to this strategy will remain healthy.

 

Risk arbitrage trades, which strive to capture valuation discrepancies between similar securities, also contributed to performance for the year. The Fund continued to utilize a selective approach to risk arbitrage, focusing on situations that had a line of sight to deal closure, and avoided deals with cross border regulatory risk. The Fund’s exposure in the category included cash tenders with high probabilities of success, M&A with reputable and repeat buyers, and exposures that were strengthened by (downside) valuation support.

 

Portfolio hedges detracted the most from Fund returns during the year. Sector Exchange Traded Funds (ETF’s) in the healthcare and financials space were used to hedge the Fund’s long single security exposures in the select industries and detracted from our equity catalyst driven holdings contribution. Portfolio hedges typically utilize sector or market ETFs, as well as options or futures. These securities are generally used to hedge unwanted exposures, such as to the equity market, foreign currencies or credit risks, or to help dampen market volatility. Portfolio hedges are established at the security, industry, asset class, or market level depending on our strongest risk adjusted profile.

 

Within the Fund, we seek volatility below that of the Benchmark. In 2019, Fund volatility was 7.78% versus Benchmark volatility of 12.47%. The Fund’s 100-day volatility (at December 31, 2019) was limited to 47% of the Benchmark’s volatility. Additionally, we also seek to provide some diversification from the Benchmark. For 2019, the Fund’s correlation to the Benchmark was 0.43.

 

As the Fund enters 2020, our focus remains committed to capitalizing on what we believe to be our repeatable process for investment ideas and trade structures. The Fund leverages unique areas of expertise to execute a multi-strategy approach to event driven investing. The result of this approach is a portfolio comprised of what we view to be the best risk-adjusted, idiosyncratic opportunities across the event driven universe. This process factors in the probability of success associated with individual value unlocking catalysts. Coupled with flexible structuring that capitalizes on a multi-strategy approach to investing, the Fund seeks to hedge exposures that are non-core to its investment thesis. Consequently, a collection of idiosyncratic catalysts is constructed which produces a portfolio that strives to be uncorrelated to broader markets while providing downside protection during periods of market duress.

 

 

1

Source: Citigroup and Deal Logic

 


9

 

 

 

During 2019, the Fund achieved a downside capture of 30.59%. Notably, during days when the S&P500 drawdowns eclipsed 50 basis points & 100 basis points the Fund’s downside capture was even lower, declining to 27.7% & 21.1% respectively. Importantly, the Fund produced its 2019 return profile on muted volatility, finishing the year at 7.8%. A strong return profile with minimal volatility, coupled with an emphasis on drawdown protection, produced a Sharpe ratio of 2.22 for the year.

 

As we head to 2020, we view the opportunity set across the catalyst spectrum to remain strong, and the Fund continues to implement our investment philosophy and process to ensure that we deploy capital into the areas that offer what we perceive to be the most compelling risk adjusted returns.

 

As always, we thank you for investing alongside us in the Driehaus Event Driven Fund and appreciate your continued confidence in our management capabilities.

 

Sincerely,

 

Michael Caldwell

Tom McCauley

Yoav Sharon

Portfolio Manager

Portfolio Manager

Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index descriptions.

 


10

 

 

 

Driehaus Event Driven 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.

 

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 26, 2013 (the date of the Fund’s inception), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.

 

Cumulative Total Returns as of 12/31/19

1 Year

3 Years

5 Years

Since Inception
(8/26/13 - 12/31/19)

Driehaus Event Driven Fund (DEVDX)1

19.53%

6.18%

4.70%

4.22%

S&P 500 Index2

31.49%

15.27%

11.70%

13.32%

FTSE 3-Month T-Bill Index3

2.25%

1.65%

1.05%

0.83%

 

 

 

1 The returns for the periods prior to March 1, 2014, reflect fee waivers and/or reimbursements without which performance would have been lower.

 

2 The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group. It is a market-weighted index, with each stock’s weight in the index proportionate to its market value.

 

3 The FTSE 3-Month T-Bill Index is designed to mirror the performance of the 3-month U.S. Treasury Bill. The FTSE 3-Month T-Bill Index is unmanaged and its returns reflect reinvestment of all distributions and changes in market prices.

 


11

 

 

 

Driehaus Event Driven Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

BANK LOANS — 10.46%

Distribution/Wholesale — 2.69%

Fossil Group, Inc.

               

8.20% (1-Month USD Libor+650 basis points), 9/26/241,2

  $ 1,950,000     $ 1,868,744  

Insurance — 3.36%

Asurion LLC

               

8.30% (3-Month USD Libor+650 basis points), 8/4/251,2

    2,300,000       2,333,637  

Media — 1.66%

NEP Group, Inc.

               

8.80% (3-Month USD Libor+700 basis points), 10/19/261,2

    1,269,676       1,152,231  

Software — 2.75%

Cerence, Inc.

               

7.78% (1-Month USD Libor+600 basis points), 10/1/241,2

    2,000,000       1,910,000  

Total BANK LOANS (Cost $7,222,398)

            7,264,612  
                 

CORPORATE BONDS — 28.71%

Agriculture — 3.23%

Vector Group Ltd.

               

6.13%, 2/1/253,4

    2,281,000       2,244,050  

Banks — 3.36%

USB Realty Corp.

               

3.15% (3-Month USD Libor+115 basis points), 1/15/623,4,5,6

    2,698,000       2,330,397  

Cosmetics/Personal Care — 3.68%

Avon Products, Inc. (United Kingdom)

               

8.95%, 3/15/437

    2,000,000       2,555,000  

Diversified Financial Services — 2.59%

ILFC E-Capital Trust I

               

3.90%, 12/21/653,4,6,8

    2,269,000       1,798,183  

Internet — 2.67%

EIG Investors Corp.

               

10.87%, 2/1/24

    1,850,000       1,850,144  

Lodging — 2.47%

Arrow Bidco LLC

               

9.50%, 3/15/243,4

    1,785,000       1,718,063  

Pharmaceuticals — 1.37%

HLF Financing Sarl LLC / Herbalife International, Inc.

               

7.25%, 8/15/263

    900,000       954,000  

Retail — 1.42%

CEC Entertainment, Inc.

               

8.00%, 2/15/22

    1,000,000       987,460  

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Telecommunications — 7.92%

Consolidated Communications, Inc.

               

6.50%, 10/1/224

  $ 3,377,000     $ 3,081,512  

HC2 Holdings, Inc.

               

11.50%, 12/1/213,4

    2,558,500       2,417,783  
              5,499,295  

Total CORPORATE BONDS (Cost $19,881,492)

            19,936,592  
                 

CONVERTIBLE CORPORATE BONDS — 2.17%

Pharmaceuticals — 1.17%

Cytokinetics, Inc.

               

4.00%, 11/15/26

    700,000       815,500  

Telecommunications — 1.00%

Gogo, Inc.

               

6.00%, 5/15/22

    560,000       694,400  

Total CONVERTIBLE CORPORATE BONDS (Cost $1,319,749)

            1,509,900  
                 

COMMON STOCKS — 48.48%

Advertising — 0.96%

Clear Channel Outdoor Holdings, Inc.*

    232,972       666,300  

Banks — 3.99%

HarborOne Bancorp, Inc.4

    124,593       1,369,277  

Kearny Financial Corp.4

    101,547       1,404,395  
              2,773,672  

Biotechnology — 11.29%

Aptose Biosciences, Inc. (Canada)*,7

    157,219       891,432  

Argenx SE ADR (Netherlands)*4,7

    13,028       2,091,255  

BELLUS Health, Inc. (Canada)*7

    25,991       197,532  

Blueprint Medicines Corp.*7 .

    6,628       530,969  

Ideaya Biosciences, Inc.*9

    150,637       1,129,777  

Medicines Co./The*7

    16,000       1,359,040  

Orchard Therapeutics plc ADR (United Kingdom)*

    119,163       1,638,491  
              7,838,496  

Healthcare - Products — 3.11%

Alphatec Holdings, Inc.*

    84,079       596,540  

SI-BONE, Inc.*4

    66,292       1,425,278  

ViewRay, Inc.*

    32,567       137,433  
              2,159,251  

Healthcare - Services — 0.44%

Vapotherm, Inc.*

    25,141       305,715  

Holding Companies-Diversified — 3.90%

Diamond Eagle Acquisition Corp.*4

    117,000       1,262,430  

 

 

Notes to Financial Statements are an integral part of this Schedule.
12

 

 

 

Driehaus Event Driven Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Healthcare Merger Corp.*

    140,000     $ 1,449,000  
              2,711,430  

Insurance — 4.31%

FGL Holdings (Bermuda)

    280,825       2,990,786  

Pharmaceuticals — 15.20%

Allergan PLC

    12,669       2,421,933  

Ascendis Pharma A/S ADR (Denmark)*4

    9,659       1,343,760  

Cytokinetics, Inc.*4

    153,763       1,631,425  

Merus NV (Netherlands)*

    88,356       1,244,052  

MyoKardia, Inc.*4

    32,749       2,386,911  

Odonate Therapeutics, Inc.*,4

    38,529       1,250,266  

Sutro Biopharma, Inc.*

    16,946       186,406  

Trevi Therapeutics, Inc.*

    23,962       89,858  
              10,554,611  

Savings & Loans — 0.99%

OceanFirst Financial Corp.4

    26,937       687,971  

Telecommunications — 4.29%

Consolidated Communications Holdings, Inc.

    161,919       628,246  

HC2 Holdings, Inc.*

    60,025       130,254  

Zayo Group Holdings, Inc.*4 .

    64,150       2,222,797  
              2,981,297  

Total COMMON STOCKS (Cost $30,960,903)

            33,669,529  
                 

CONVERTIBLE PREFERRED STOCKS — 0.00%

Auto Manufacturers — 0.00%

General Motors Corp. Senior Convertible Preferred Escrow - B

               

5.25%, 3/6/34*9,10,11

    25,000        

General Motors Corp. Senior Convertible Preferred Escrow - C

               

7.25%, 4/15/41*9,10,11

    162,750        
               

Total CONVERTIBLE PREFERRED STOCKS (Cost $1,877)

             
                 

PRIVATE PREFERRED STOCK — 0.59%

Biotechnology — 0.59%

14ner Oncology, Inc. Private Equity9,11

    550,000       412,500  

Total PRIVATE PREFERRED STOCK (Cost $550,000)

            412,500  
                 

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

WARRANTS — 0.32%

AdaptHealth Corp.*

    69,352     $ 126,568  

Diamond Eagle Acquisition Corp.4

    39,000       94,770  

X4 Pharmaceuticals, Inc.*9,11

    5,547        

Total WARRANTS (Cost $121,220)

            221,338  

 

TOTAL INVESTMENTS (Cost $60,057,639)

    90.73 %   $ 63,014,471  

Other Assets less Liabilities

    9.27 %     6,440,558  

Net Assets

    100.00 %   $ 69,455,029  
 

INVESTMENT SECURITIES SOLD SHORT — (22.61)%

CORPORATE BONDS — (1.54)%

Healthcare - Services — (1.54)%

Hadrian Merger Sub, Inc. 8.50%, 5/1/263

  $ (1,041,000 )     (1,069,465 )

Total CORPORATE BONDS (Proceeds $994,837)

            (1,069,465 )
                 

COMMON STOCKS — (1.59)%

Pharmaceuticals — (1.49)%

AbbVie, Inc

    (10,971 )     (971,372 )

Herbalife Nutrition Ltd.*

    (1,306 )     (62,257 )
              (1,033,629 )

Agriculture — (0.10)%

Vector Group Ltd.

    (5,278 )     (70,673 )

Total COMMON STOCKS (Proceeds $849,006)

            (1,104,302 )
                 

EXCHANGE-TRADED FUNDS — (19.48)%

iShares Nasdaq Biotechnology ETF

    (32,760 )     (3,947,908 )

SPDR S&P Biotech ETF

    (80,260 )     (7,633,528 )

SPDR S&P Regional Banking ETF

    (33,415 )     (1,946,424 )

Total EXCHANGE-TRADED FUNDS (Proceeds $11,383,240)

            (13,527,860 )

 

TOTAL INVESTMENT SECURITIES SOLD SHORT (Proceeds $13,227,083)

    (22.61 )%   $ (15,701,627 )

 

ADR – American Depositary Receipt

 

USD Libor – U.S. Dollar London Interbank Offered Rate.

 

*

Non-income producing security.

 

1

Bank loans in which the Fund invests pay interest at rates which are periodically predetermined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the lending rate offered by one or more major European banks, such as the London Inter-Bank Offered Rate (“LIBOR”),

 

Notes to Financial Statements are an integral part of this Schedule.
13

 

 

 

Driehaus Event Driven Fund
Schedule of Investments
December 31, 2019

 

 

(ii) the prime rate offered by one or more United States banks or (iii) the certificate of deposit rate. Certain bank loans are subject to a LIBOR floor that establishes a minimum LIBOR rate. The interest rate shown reflects the rate in effect at December 31, 2019. Bank loans generally are subject to mandatory and/or optional repayment. As a result, the actual remaining maturity may be substantially less than the stated maturities shown.

 

2

Floating rate security. Rates disclosed as of December 31, 2019.

 

3

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by Driehaus Mutual Funds’ (the “Trust”) Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total value of these securities is $10,393,011, which represents 15% of Net Assets.

 

4

All or a portion of this security is pledged as collateral for short sales or derivatives transactions.

 

5

Perpetual security. Maturity date shown is the next call date or final legal maturity date, whichever comes first.

 

6

Variable rate security. Rates disclosed as of December 31, 2019.

 

7

Foreign security denominated in U.S. dollars and traded in the U.S.

 

8

The coupon rate equals 155 basis points plus the highest of the LIBOR 3 Month, the Constant Maturity Treasury 10 year rate, and the Constant Maturity Treasury 30 year rate, with a maximum of 12.95%.

 

9

Pursuant to procedures adopted by the Trust’s Board of Trustees, this security has been determined to be illiquid by Driehaus Capital Management LLC (the “Adviser”), investment adviser to the Fund.

 

10

Security is in default.

 

11

Security valued at fair value as determined in good faith by the Adviser, in accordance with procedures established by, and under the general supervision of, the Trust’s Board of Trustee. The security is valued using significant unobservable inputs.

 

Percentages are stated as a percent of net assets.

 

Security Type

Percent of Total
Net Assets

Bank Loans

10.46%

Corporate Bonds

28.71%

Convertible Corporate Bonds

2.17%

Common Stocks

48.48%

Convertible Preferred Stocks

0.00%

Private Preferred Stock

0.59%

Warrants

0.32%

Total Investments

90.73%

Other Assets less Liabilities

9.27%

Total Net Assets

100.00%

 

Percentages are stated as a percent of net assets.

 

Notes to Financial Statements are an integral part of this Schedule.
14

 

 

 

Driehaus Emerging Markets Opportunities Fund — Portfolio Managers’ Letter

 

 

Dear Fellow Shareholders,

 

The Driehaus Emerging Markets Opportunities Fund (“Fund”), previously the Driehaus Multi-Asset Growth Economies Fund, returned 21.64% for the year ended December 31, 2019. The Fund outperformed both its primary Benchmark and secondary Benchmark for the year. The equally weighted 50% Morgan Stanley Capital International (“MSCI”) Emerging Markets Index and 50% JP Morgan Global Bond Index Emerging Markets Global Diversified (“Benchmark”), returned 16.06% for the year, while the MSCI Emerging Markets Index returned 18.42%.

 

Global macroeconomic data and indicators remained choppy through much of the fourth quarter of 2019. The period, however, was marked by an apparent easing of trade war risks and liquidity conditions, first hesitantly then more decisively. This began with an announcement early in the quarter that plans for an October 15th tariff increase by the U.S. had been suspended until December 15th in anticipation of agreement on a Phase 1 trade deal. Early December news that a deal was close to being finalized and the announcement of a signing scheduled for January 15th seemed to further sideline the trade war overhang.

 

We believe that the Fund benefited from its flexible mandate to invest across emerging markets assets. The Fund enjoyed a higher allocation to fixed income during the middle part of the year before again increasing its allocation to equities during the fourth quarter. Combining this flexible allocation with strong stock selection allowed the Fund to outperform the MSCI Emerging Markets Equity Index while having roughly 60% of the volatility of the MSCI Emerging Markets Index.

 

In 2019, equity security selection in the consumer discretionary and financial sectors contributed to the Fund’s return versus the Benchmark. From a country perspective, holdings in China and Brazil made key contributions to performance.

 

Alibaba Group Holding Ltd. Sponsored ADR (Ticker: BABA-US) was the most significant contributor to the Fund’s return. Alibaba is the largest ecommerce marketplace and cloud computing provider in China. The company posted strong results during its annual shopping holiday Single’s Day. Additionally, the secondary listing on the Hong Kong exchange seemed to be well-received by investors which further helped to drive new capital flows into the stock. Finally, the stock also benefitted from progress in the U.S./China trade war as the market began to discount the signing of the phase one trade agreement.

 

For 2019, stock selection within the utilities and industrials detracted from the Fund’s returns versus the Benchmark. At the country level, equity holdings in Argentina and Chile detracted from Fund performance. In addition to these positions, Argentine Government bonds were the most notable detractor from returns, which we attribute to the positions being held while political turmoil unfolded in Argentina.

 

The non-equity allocations in the Fund generally consist of sovereign bonds and derivatives, including purchased and written options on currencies, interest rate swaps and foreign currency forward contracts. These positions are primarily utilized to gain exposure to certain market segments, hedge against interest rate fluctuations and manage currency risk in the Fund’s equity holdings.

 

In 2019, the non-equity positions, in aggregate, contributed to the Fund’s return. From a country perspective, the top contributors were in Egypt and Mexico. Additionally, our long-standing allocation to Egyptian fixed income made the country a key contributor to the Fund’s returns. The country has enjoyed a very supportive macro backdrop the past few years with inflation falling from record highs, external balances improving and finally domestic demand now starting to recover.

 

An improving global activity backdrop is typically good for emerging markets and generally coincides with a benign U.S. dollar environment. We think that is still the right big picture view but are concerned with currencies in countries like Brazil who have cut interest rates significantly and have little remaining real rate support. We also are concerned by the fact that stronger global growth has, thus far, not resulted in any recovery in the euro which is usually needed for a broad emerging markets FX rally. We also see a much different starting point than we did three months ago, with emerging markets dollar bond spreads extremely tight, equities having rerated and currencies looking more fairly valued. We don’t see the scope for another beta rally in emerging markets like we have had since October 2019. These concerns pre-dated the outbreak of the coronavirus in China. While we cannot forecast the evolution of that issue, we do believe that it will make the post-Lunar New Year data hangover worse than it would have been otherwise. As a result, any sentiment toward a global demand recovery will likely remain tepid at best until coronavirus infections peak. Despite this uncertainty, we continue to look across emerging markets for the best relative value opportunities and the best prospects for earnings growth. We are encouraged by what we expect to be a broadly improving economic

 


15

 

 

 

environment as the year progresses and a lot to be excited about at the company level. We see much more going in the right direction in emerging markets right now than in the wrong direction and hope to capitalize on the opportunities provided.

 

We thank you for investing alongside us in the Driehaus Emerging Markets Opportunities Fund and express our gratitude for your continued confidence in our management capabilities.

 

Sincerely,

 

Richard Thies

Chad Cleaver

Lead Portfolio Manager

Portfolio Manager

 

Howard Schwab

Ayman Ahmed

Portfolio Manager

Assistant Portfolio Manager

 

 

Performance is historical and does not represent future results.

 

Please see the following performance overview page for index descriptions.

 


16

 

 

 

Driehaus Emerging Markets Opportunities 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.

 

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 April 10, 2017 (the date of the Fund’s inception), with all dividends and capital gains reinvested, with the indicated indices (and dividends reinvested) for the same period.

 

Cumulative Total Returns as of 12/31/19

1 Year

Since Inception
(4/10/17 - 12/31/19)

Driehaus Emerging Markets Opportunities Fund (DMAGX)1

21.64%

9.43%

MSCI EM/JP Morgan GBI Blended Index2

16.06%

6.97%

MSCI Emerging Markets Index-N3

18.42%

8.25%

 

 

 

1 Prior to January 29, 2020, the Driehaus Emerging Markets Opportunities Fund was known as the Driehaus Multi-Asset Growth Economies Fund. The returns for the period reflect fee waivers and/or reimbursements without which performance would have been lower.

 

2 The MSCI EM/JPMorgan GBI Blended Index is an equally weighted benchmark comprised of 50 percent by the Morgan Stanley Capital International Emerging Markets Index-Net (MSCI EM) and 50 percent by the JPMorgan Global Bond Index Emerging Markets Global Diversified (JPMorgan GBI). The MSCI EM is a market capitalization-weighted index designed to measure equity market performance in emerging markets and the JPMorgan GBI tracks debt instruments in the emerging markets. Source: Morgan Stanley Capital International Inc. and JPMorgan.

 

3 The Morgan Stanley Capital International Emerging Markets Index-Net (MSCI Emerging Markets Index-N) is a market capitalization-weighted index designed to measure equity market performance in emerging markets. Data is in U.S. dollars and is calculated with net dividend reinvestment. Source: Morgan Stanley Capital International Inc.

 


17

 

 

 

Driehaus Emerging Markets Opportunities Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

SOVEREIGN BONDS — 26.46%

Brazil — 3.40%

Brazil Notas do Tesouro Nacional Series F

               

10.00%, 1/1/291

  $ 1,850,000 1    $ 576,527  

Brazilian Government International Bond

               

4.63%, 1/13/282

    700,000       752,798  
              1,329,325  

China — 1.13%

China Government Bond

               

3.20%, 3/16/241

    1,200,000 1      174,662  

China Government Bond

               

3.54%, 8/16/281

    1,800,000 1      266,657  
              441,319  

Colombia — 0.99%

Colombian TES

               

7.25%, 10/18/341

    1,200,000,000 1      385,909  

Egypt — 5.03%

Egypt Government Bond

               

17.00%, 4/3/221

    22,500,000 1      1,483,274  

Egypt Government International Bond

               

8.70%, 3/1/492

    430,000       480,829  
              1,964,103  

Hungary — 1.33%

Hungary Government Bond

               

3.00%, 10/27/381

    150,000,000 1      519,594  

Indonesia — 2.66%

Indonesia Treasury Bond

               

8.37%, 9/15/261

    13,400,000,000 1      1,038,339  

Malaysia — 1.84%

Malaysia Government Bond

               

3.89%, 8/15/291

    2,800,000 1      716,944  

Mexico — 3.93%

Mexican Bonos

               

8.00%, 12/7/231

    100,000 1      550,915  

Mexican Bonos

               

8.50%, 11/18/381

    163,000 1      982,312  
              1,533,227  

Panama — 0.96%

Panama Government International Bond

               

7.13%, 1/29/262

    300,000       376,025  

Peru — 1.86%

Peruvian Government International Bond

               

6.95%, 8/12/311

    2,000,000 1      727,115  

South Africa — 0.95%

Republic of South Africa Government Bond

               

8.50%, 1/31/371

    5,900,000 1      373,050  

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Turkey — 1.42%

Turkey Government International Bond

               

7.62%, 4/26/292

  $ 500,000     $ 553,070  

Ukraine — 0.96%

Ukraine Government International Bond

               

7.37%, 9/25/322

    350,000       373,830  

Total SOVEREIGN BONDS (Cost $9,692,254)

            10,331,850  
                 

EQUITY SECURITIES — 68.09%

Argentina — 1.28%

Globant SA*2,3

    1,820       193,011  

MercadoLibre, Inc.*3

    534       305,416  
              498,427  

Brazil — 5.66%

Afya, Ltd.*2,3

    9,252       250,914  

Banco BMG SA4

    37,500       91,263  

Banco do Brasil SA

    34,398       451,662  

BR Properties SA*

    58,005       208,793  

Itau Unibanco Holding SA - SP ADR2

    27,038       247,398  

LOG Commercial Properties e Participacoes SA

    44,862       362,001  

Petroleo Brasileiro SA - ADR2,3

    14,217       226,619  

Sul America SA

    18,688       278,367  

XP, Inc. - A*2,3

    2,362       90,984  
              2,208,001  

Chile — 0.59%

Banco Santander Chile - ADR2

    10,011       230,954  

China — 19.83%

AIA Group, Ltd.

    37,725       396,020  

Aier Eye Hospital Group Co., Ltd. - A

    1       4  

Alibaba Group Holding, Ltd. - SP ADR*2,3

    5,454       1,156,793  

China International Capital Corp. Ltd. - H4

    105,600       203,549  

China Mobile, Ltd.

    16,500       138,695  

China Resources Land, Ltd.

    42,000       209,129  

Jinxin Fertility Group, Ltd.*4 .

    116,000       155,117  

Li Ning Co., Ltd.

    51,375       153,948  

Luxshare Precision Industry Co., Ltd.

    73,472       384,990  

Meituan Dianping- B*

    22,381       292,677  

MTR Corp., Ltd.

    65,287       385,825  

Ping An Healthcare and Technology Co., Ltd.*4

    54,100       394,695  

Ping An Insurance Group Co. of China, Ltd. - H

    47,671       563,441  

Shenzhou International Group Holdings, Ltd.

    25,468       372,266  

 

 

Notes to Financial Statements are an integral part of this Schedule.
18

 

 

 

Driehaus Emerging Markets Opportunities Fund
Schedule of Investments
December 31, 2019

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Sun Art Retail Group, Ltd.

    234,500     $ 284,386  

Sunac China Holdings, Ltd.

    59,000       352,457  

Sunny Optical Technology Group Co., Ltd.

    11,600       200,819  

Tencent Holdings, Ltd.

    22,144       1,067,372  

Wuxi Biologics Cayman, Inc.*4

    20,500       259,529  

Yantai Jereh Oilfield Services Group Co., Ltd. - A

    97,900       519,457  

ZTO Express Cayman, Inc. - ADR2,3

    10,680       249,378  
              7,740,547  

Colombia — 1.06%

Bancolombia SA - SP ADR2,3 .

    7,582       415,418  

Czech Republic — 0.99%

               

Moneta Money Bank AS4

    102,637       384,830  

France — 1.31%

L’Oreal SA

    1,732       512,897  

India — 8.13%

HDFC Bank, Ltd. - ADR2,3 . .

    9,528       603,789  

Hindustan Unilever, Ltd.

    15,386       414,514  

Housing Development Finance Corp., Ltd.

    9,115       308,083  

ICICI Bank, Ltd. - SP ADR2,3

    42,382       639,544  

ICICI Lombard General Insurance Co., Ltd.4

    15,288       297,029  

Kotak Mahindra Bank, Ltd.

    13,342       314,839  

Maruti Suzuki India, Ltd.

    1,873       193,356  

Reliance Industries, Ltd.

    19,084       404,803  
              3,175,957  

Indonesia — 1.03%

PT Bank Central Asia Tbk

    167,449       403,168  

Japan — 0.57%

LINE Corp. - SP ADR*2,3

    4,558       223,388  

Mexico — 1.89%

Fibra Uno Administracion SA de CV

    251,191       389,125  

Wal-Mart de Mexico SAB de CV

    121,179       347,050  
              736,175  

Philippines — 0.91%

BDO Unibank, Inc

    113,349       353,621  

Poland — 0.80%

CD Projekt SA

    4,243       312,586  

Russia — 4.24%

Gazprom PJSC - SP ADR2

    26,770       220,264  

LUKOIL PJSC - ADR2

    2,456       243,586  

MMC Norilsk Nickel PJSC - ADR2

    12,921       394,736  

Sberbank of Russia PJSC - SP ADR2

    29,886       491,326  

Tatneft PJSC - ADR2

    4,110       303,565  
              1,653,477  

 

 

 

Shares,
Principal
Amount, or
Number of
Contracts

   

Value

 

Singapore — 0.83%

Sea, Ltd. - ADR*2,3

    8,069     $ 324,535  

Slovenia — 0.83%

Nova Ljubljanska Banka dd GDR

    23,882       323,070  

South Africa — 1.58%

Capitec Bank Holdings, Ltd.

    2,358       243,474  

Clicks Group, Ltd.

    20,416       374,021  
              617,495  

South Korea — 5.71%

KB Financial Group, Inc.*

    7,615       313,766  

Korea Shipbuilding & Offshore Engineering Co., Ltd.*

    2,168       237,150  

Macquarie Korea Infrastructure Fund

    28,231       283,177  

Samsung Electro-Mechanics Co., Ltd.

    3,327       359,613  

Samsung Electronics Co., Ltd.

    16,314       787,169  

SK Hynix, Inc.*

    3,046       247,852  
              2,228,727  

Taiwan — 6.03%

Accton Technology Corp

    70,023       392,430  

Giant Manufacturing Co., Ltd.

    47,000       333,956  

Kindom Development Co., Ltd.

    365,000       388,414  

Taiwan Semiconductor Manufacturing Co., Ltd.

    112,432       1,241,452  
              2,356,252  

Thailand — 1.66%

Thai Beverage PCL

    389,070       257,451  

Tisco Financial Group PCL - NVDR

    118,291       391,950  
              649,401  

United Arab Emirates — 0.92%

Network International Holdings PLC*4

    42,395       359,984  

United States — 2.24%

Freeport-McMoRan, Inc.3

    17,753       232,919  

Liberty Media Corp.-Liberty Formula One - C*3

    4,347       199,810  

NIKE, Inc. - B3

    1,900       192,489  

NVIDIA Corp.3

    1,059       249,183  
              874,401  

Total EQUITY SECURITIES (Cost $20,444,152)

            26,583,311  

 

TOTAL INVESTMENTS (Cost $30,136,406)

    94.55 %     36,915,161  

Other Assets less Liabilities

    5.45 %     2,127,896  

Net Assets

    100.00 %   $ 39,043,057  

 

ADR – American Depositary Receipt

 

GDR – Global Depositary Receipt

 

Notes to Financial Statements are an integral part of this Schedule.
19

 

 

 

Driehaus Emerging Markets Opportunities Fund
Schedule of Investments
December 31, 2019

 

 

NVDR – Non-Voting Depository Receipt

 

PCL – Public Company Limited

 

PJSC – Public Joint Stock Company

 

PLC – Public Limited Company

 

SP ADR – Sponsored American Depositary Receipt

 

*

Non-income producing security.

 

1

Foreign security, par value shown in local currency.

 

2

Foreign security denominated in U.S. dollars and traded in the U.S.

 

3

All or a portion of this security is pledged as collateral for short sales or derivatives transactions.

 

4

Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by Driehaus Mutual Funds’ (the “Trust”) Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers. The total value of these securities is $2,145,996, which represents 5% of Net Assets.

 

Percentages are stated as a percent of net assets.

 

Security Type/Sector

Percent of Total
Net Assets

Sovereign Bonds

26.46%

Equity Securities

68.09%

Total Investments

94.55%

Other Assets less Liabilities

5.45%

Total Net Assets

100.00%

 

Percentages are stated as a percent of net assets.

 

INTEREST RATE SWAPS

 

CENTRALLY CLEARED SWAP CONTRACTS

 

Clearing Exchange

Notional
Amount

 

Fixed Rate

   

Floating
Rate Index

   

Payment
Frequency

   

Expiration
Date

   

Value/
Unrealized
Appreciation/
(Depreciation)

 

Chicago Mercantile Exchange

BRL 124,117,910

4.59%2

1- Day BRL BZDIOVRA2

Quarterly

1/4/2021

  $ (16,186 )

Chicago Mercantile Exchange

BRL 42,126,724

5.83%1

1- Day BRL BZDIOVRA1

Quarterly

1/2/2023

    34,005  

TOTAL CENTRALLY CLEARED SWAP CONTRACTS

  $ 17,819  

 

OTC SWAP CONTRACTS

 

Counterparty

Notional
Amount

 

Fixed Rate

   

Floating
Rate Index

   

Payment
Frequency

   

Expiration
Date

   

Value/
Unrealized
Appreciation/
(Depreciation)

 

JP Morgan

RUB 225,000,000

6.65%1

3-Months RUB MOSKP31

Quarterly

11/22/2024

  $ 8,313  

TOTAL OTC SWAP CONTRACTS

    8,313  

TOTAL INTEREST RATE SWAPS

  $ 26,132  

 

1

Fund Pays the floating rate and receives the fixed rate.

 

2

Fund Pays the fixed rate and receives the floating rate.

 

BRL – Brazilian Real

 

RUB – Russian Ruble

 

BZDIOVRA – Brazil Interbank Deposit Rate

 

MOSKP3 – NFEA MosPrime 3 Month Rate

 

Notes to Financial Statements are an integral part of this Schedule.
20

 

 

 

Statements of Assets and Liabilities

December 31, 2019

 

 

 

Driehaus
Active Income
Fund

   

Driehaus
Event Driven
Fund

   

Driehaus
Emerging
Markets
Opportunities
Fund

 

ASSETS:

                       

Investment securities, at fair value (cost $183,291,711, $59,936,419 and $30,136,406, respectively)

  $ 183,790,791     $ 62,793,133     $ 36,915,161  

Purchased options contracts, at fair value (premiums paid $105,920, $0 and $0, respectively)

    76,925              

Warrant securities, at fair value (cost $0, $121,220, and $0, respectively)

          221,338        

Foreign currency, at fair value (cost $0, $0 and $10,410, respectively)

                10,865  

Unrealized appreciation on open OTC swap contracts

                8,313  

Cash and cash equivalents

    43,742,162       6,675,510       1,265,374  

Collateral held at custodian for the benefit of brokers

    7,250,849       16,252,659       688,869  

Receivable for investment securities sold

    13,811,248       152,370       231,266  

Receivable for fund shares sold

    87,643       68,937        

Receivable for interest and dividends

    2,606,609       452,370       258,500  

Receivable for variation margin on futures contracts

    10,383              

Receivable for variation margin on centrally cleared swaps

                351  

Due from affiliate

                1,051  

Prepaid expenses

    31,048       13,904       7,029  

TOTAL ASSETS

    251,407,658       86,630,221       39,386,779  

LIABILITIES:

                       

Payable for investment securities sold short, at fair value (proceeds $5,796,363, $13,227,083 and $0, respectively)

    6,191,961       15,701,627        

Payable for fund shares redeemed

    3,154,052       38,019        

Payable for investment securities purchased

    1,879,761       1,289,710       280,963  

Payable to affiliate

    135,743       57,085        

Payable for interest and dividends on securities sold short

    89,756       14,747        

Accrued shareholder services plan fees

    68,371       5,372        

Accrued administration and accounting fees

    32,128       6,892       4,947  

Accrued expenses

    172,176       61,740       57,812  

TOTAL LIABILITIES

    11,723,948       17,175,192       343,722  

NET ASSETS

  $ 239,683,710     $ 69,455,029     $ 39,043,057  

SHARES OUTSTANDING (Unlimited shares authorized, no par value)

    25,698,497       6,014,407       3,269,016  

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE

  $ 9.33     $ 11.55     $ 11.94  

NET ASSETS CONSISTED OF THE FOLLOWING AT DECEMBER 31, 2019:

                       

Paid-in-capital

  $ 747,931,968     $ 70,421,491     $ 32,801,801  

Total distributable earnings (deficit)

    (508,248,258 )     (966,462 )     6,241,256  

NET ASSETS

  $ 239,683,710     $ 69,455,029     $ 39,043,057  
 

 

 

Notes to Financial Statements are an integral part of this Statement.
21

 

 

 

Statements of Operations

For the Year Ended December 31, 2019

 

 

 

Driehaus
Active Income
Fund

   

Driehaus
Event Driven
Fund

   

Driehaus
Emerging
Markets
Opportunities
Fund

 

INVESTMENT INCOME (LOSS):

                       

Interest income (net of $0, $0, and $35,433 of non-reclaimable foreign taxes withheld, respectively)

  $ 27,503,624     $ 2,489,995     $ 905,723  

Dividend income (net of $0, $0, and $79,578 of non-reclaimable foreign taxes withheld, respectively)

    1,292,712       137,217       478,890  

Total investment income

    28,796,336       2,627,212       1,384,613  

Expenses:

                       

Investment advisory fees

    2,660,954       620,645       330,930  

Shareholder services plan fees

    636,539       57,273        

Administration and fund accounting fees

    358,673       85,299       80,865  

Transfer agent fees and expenses

    187,617       53,602       33,914  

Trustees’ fees

    162,637       19,223       9,802  

Audit and tax fees

    60,556       60,556       76,437  

Reports to shareholders

    59,333       8,373       782  

Custody fees

    58,256       9,691       36,878  

Legal fees

    41,371       5,564       3,274  

Federal and state registration fees

    36,632       23,299       20,995  

Chief compliance officer fees

    20,000       20,000       20,000  

Dividends on short positions

    764,472       96,538        

Interest on short positions

    1,435,963       62,136        

Interest expense

    155,467       27,708        

Miscellaneous

    158,088       50,834       58,104  

Total expenses

    6,796,558       1,200,741       671,981  

Fees paid indirectly

    (16,985 )     (21,830 )     (600 )

Fees waived by Adviser

                (234,125 )

Net expenses

    6,779,573       1,178,911       437,256  

Net investment income (loss)

    22,016,763       1,448,301       947,357  

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

                       

Net realized gain (loss) on transactions from:

                       

Investments

    (21,662,555 )     4,678,492       208,507  

Purchased options contracts

    (618,552 )     (158,201 )     (91,403 )

Securities sold short

    (4,101,315 )     156,402        

Written options contracts

    154,020       16,273        

Futures contracts

    (4,872,340 )            

Swap contracts

                296,647  

Forward foreign currency contracts

          6,806       (60,511 )

Foreign currency

    (4 )     (390 )     (19,906 )

Net realized gain (loss) on investments

    (31,100,746 )     4,699,382       333,334  

Change in net unrealized appreciation (depreciation) on:

                       

Investments

    39,678,198       7,345,169       5,532,529  

Purchased options contracts

    (28,995 )     158,041       13,259  

Warrants

          100,118        

Securities sold short

    (1,670,956 )     (3,592,430 )      

Futures contracts

    1,973,234              

Swap contracts

                6,736  

Forward foreign currency contracts

          (232 )     58,783  

Foreign currency

                816  

Foreign currency translations

                2,115  

Net change in net unrealized appreciation (depreciation) on investments

    39,951,481       4,010,666       5,614,238  

Net realized and unrealized gain (loss) on investments

    8,850,735       8,710,048       5,947,572  

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 30,867,498     $ 10,158,349     $ 6,894,929  
 

 

 

Notes to Financial Statements are an integral part of this Statement.
22

 

 

 

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Statements of Changes in Net Assets

 

   

Driehaus Active
Income Fund

   

Driehaus Event
Driven Fund

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

 

Operations:

                               

Net investment income (loss)

  $ 22,016,763     $ 65,164,801     $ 1,448,301     $ 2,271,357  

Net realized gain (loss) on investments

    (31,100,746 )     (13,038,583 )     4,699,382       8,715,118  

Net change in unrealized appreciation (depreciation) on investments

    39,951,481       (54,923,960 )     4,010,666       (11,438,492 )

Net increase (decrease) in net assets resulting from operations

    30,867,498       (2,797,742 )     10,158,349       (452,017 )

Distributions from distributable earnings to shareholders

    (26,303,891 )     (61,286,044 )     (2,262,269 )     (1,805,482 )

Capital share transactions:

                               

Proceeds from shares sold

    79,909,192       409,022,218       36,050,717       24,110,692  

Reinvested distributions

    9,520,893       30,925,792       2,071,307       1,595,256  

Cost of shares redeemed

    (649,333,198 )     (1,115,111,267 )     (28,238,483 )     (137,420,790 )

Net increase (decrease) from capital transactions

    (559,903,113 )     (675,163,257 )     9,883,541       (111,714,842 )

Total increase (decrease) in net assets

    (555,339,506 )     (739,247,043 )     17,779,621       (113,972,341 )

NET ASSETS:

                               

Beginning of period

  $ 795,023,216     $ 1,534,270,259     $ 51,675,408     $ 165,647,749  

End of period

  $ 239,683,710     $ 795,023,216     $ 69,455,029     $ 51,675,408  

Capital share transactions in shares:

                               

Shares sold

    8,508,587       41,609,514       3,126,556       2,212,662  

Reinvested distributions

    1,024,936       3,181,505       181,217       163,616  

Shares redeemed

    (69,173,948 )     (115,102,939 )     (2,468,451 )     (12,552,010 )

Net increase (decrease)

    (59,640,425 )     (70,311,920 )     839,322       (10,175,732 )
 

 

Notes to Financial Statements are an integral part of this Statement.
24

 

 

 

Statements of Changes in Net Assets

 

 

 

Driehaus
Emerging
Markets
Opportunities
Fund

 
 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

 
               
  $ 947,357     $ 890,806  
    333,334       (2,333,064 )
    5,614,238       (4,311,453 )
    6,894,929       (5,753,711 )
    (443,723 )     (263,384 )
               
    10,925,869       1,507,595  
    443,412       263,384  
    (10,414,503 )     (7,300,204 )
    954,778       (5,529,225 )
    7,405,984       (11,546,320 )
               
  $ 31,637,073     $ 43,183,393  
  $ 39,043,057     $ 31,637,073  
               
    920,608       132,325  
    37,514       26,740  
    (873,645 )     (718,082 )
    84,477       (559,017 )
 

 

 

Notes to Financial Statements are an integral part of this Statement.
25

 

 

 

Driehaus Active Income Fund

Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 9.32     $ 9.86     $ 10.18     $ 9.95     $ 10.42  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss) 1

    0.43       0.46       0.35       0.32       0.38  

Net realized and unrealized gain (loss) on investments

    0.11       (0.57 )     (0.29 )     0.23       (0.49 )

Total from investment operations

    0.54       (0.11 )     0.06       0.55       (0.11 )

LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:

                                       

Net investment income

    (0.53 )     (0.43 )     (0.38 )     (0.32 )     (0.36 )

Net realized gain

                             

Total distributions

    (0.53 )     (0.43 )     (0.38 )     (0.32 )     (0.36 )

Net asset value, end of period

  $ 9.33     $ 9.32     $ 9.86     $ 10.18     $ 9.95  

Total Return

    5.89 %     (1.26 )%     0.59 %     5.63 %     (1.07 )%

SUPPLEMENTAL DATA AND RATIOS:

                                       

Net assets, end of period (in 000’s)

  $ 239,684     $ 795,023     $ 1,534,270     $ 2,274,827     $ 2,875,993  

Ratio of total expenses before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.40 %     1.10 %     1.18 %     1.38 %     1.05 %

Ratio of total expenses net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.40 %2     1.10 %2     1.17 %2     1.38 %2     1.05 %

Ratio of expenses (excluding dividends and interest on short positions and interest expense) before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    0.91 %     0.82 %     0.81 %     0.80 %     0.78 %

Ratio of expenses (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    0.91 %2     0.82 %2     0.81 %2     0.80 %2     0.78 %

Ratio of net investment income (including dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    4.55 %     4.70 %     3.53 %     3.20 %     3.69 %

Ratio of net investment income (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    5.04 %     4.99 %     3.89 %     3.78 %     3.96 %

Portfolio turnover rate

    84 %     74 %     89 %     115 %     76 %

 

1

Calculated based on average shares outstanding.

 

2

Such ratios are net of fees paid indirectly (see Note C in the Notes to Financial Statements).

 

Notes to Financial Statements are an integral part of this Schedule.
26

 

 

 

Driehaus Event Driven Fund
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the year
ended
December 31,
2017

   

For the year
ended
December 31,
2016

   

For the year
ended
December 31,
2015

 

Net asset value, beginning of period

  $ 9.99     $ 10.79     $ 10.34     $ 9.85     $ 10.01  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                                       

Net investment income (loss)1

    0.26       0.25       0.02       0.02       0.05  

Net realized and unrealized gain (loss) on investments

    1.69       (0.69 )     0.43       0.59       (0.15 )

Total from investment operations

    1.95       (0.44 )     0.45       0.61       (0.10 )

LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:

                                       

Net investment income

    (0.39 )     (0.36 )           (0.09 )     (0.06 )

Net realized gain

                             

Tax return of capital

                      (0.03 )      

Total distributions

    (0.39 )     (0.36 )           (0.12 )     (0.06 )

Net asset value, end of period

  $ 11.55     $ 9.99     $ 10.79     $ 10.34     $ 9.85  

Total Return

    19.53 %     (4.03 )%     4.35 %     6.25 %     (1.08 )%

SUPPLEMENTAL DATA AND RATIOS:

                                       

Net assets, end of period (in 000’s)

  $ 69,455     $ 51,675     $ 165,648     $ 256,482     $ 232,456  

Ratio of total expenses before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.93 %     1.90 %     1.77 %     2.03 %     1.86 %

Ratio of total expenses net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.90 %2     1.88 %2     1.76 %2     2.01 %2     1.86 %

Ratio of expenses (excluding dividends and interest on short positions and interest expense) before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.63 %     1.59 %     1.46 %     1.44 %     1.43 %

Ratio of expenses (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.60 %2     1.57 %2     1.45 %2     1.42 %2     1.43 %

Ratio of net investment income (including dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    2.33 %     2.25 %     0.17 %     0.19 %     0.45 %

Ratio of net investment income (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    2.63 %     2.57 %     0.48 %     0.78 %     0.89 %

Portfolio turnover rate

    111 %     101 %     198 %     246 %     400 %

 

1

Calculated based on average shares outstanding.

 

2

Such ratios are net of fees paid indirectly (see Note C in the Notes to Financial Statements).

 

Notes to Financial Statements are an integral part of this Schedule.
27

 

 

 

Driehaus Emerging Markets Opportunities Fund
Financial Highlights

 

 

 

For the year
ended
December 31,
2019

   

For the year
ended
December 31,
2018

   

For the period
April 10, 2017
*
through
December 31,
2017

 

Net asset value, beginning of period

  $ 9.93     $ 11.54     $ 10.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

                       

Net investment income (loss)1

    0.29       0.24       0.17  

Net realized and unrealized gain (loss) on investments

    1.86       (1.77 )     1.94  

Total from investment operations

    2.15       (1.53 )     2.11  

LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:

                       

Net investment income

    (0.14 )           (0.16 )

Net realized gain

          (0.08 )     (0.41 )

Total distributions

    (0.14 )     (0.08 )     (0.57 )

Redemption fees added to paid-in capital

                0.00 4 

Net asset value, end of period

  $ 11.94     $ 9.93     $ 11.54  

Total Return

    21.64 %     (13.22 )%     21.14 %2

SUPPLEMENTAL DATA AND RATIOS:

                       

Net assets, end of period (in 000’s)

  $ 39,043     $ 31,637     $ 43,183  

Ratio of total expenses before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.89 %     2.05 %     2.04 %3

Ratio of total expenses net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.23 %5,6     1.75 %5,6     1.75 %3,5

Ratio of expenses (excluding dividends and interest on short positions and interest expense) before reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.89 %     2.05 %     2.04 %3

Ratio of expenses (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    1.23 %5,6     1.75 %5,6     1.75 %3,5

Ratio of net investment income (including dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    2.67 %5     2.19 %5     2.12 %3

Ratio of net investment income (excluding dividends and interest on short positions and interest expense) net of reimbursements, waivers, recaptures and/or fees paid indirectly to average net assets

    2.67 %5     2.19 %5     2.12 %3,5

Portfolio turnover rate

    155 %     169 %     99 %2

 

*

Fund commenced operations on April 10, 2017.

 

1

Calculated based on average shares outstanding.

 

2

Not annualized.

 

3

Annualized.

 

4

Amount represents less than $0.01 per share.

 

5

Effective May 1, 2019 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, other investment-related expenses, acquired fund fees and expenses, and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) would not exceed the Fund’s operating expense cap of 0.99% of average daily net assets until April 30, 2022. Prior to May 1, 2019. the annual operating expense limitation was 1.75%.

 

6

Such ratios are net of fees paid indirectly (see Note C in the Notes to Financial Statements).

 

Notes to Financial Statements are an integral part of this Schedule.
28

 

 

 

Driehaus Mutual Funds

Notes to Financial Statements

 

 

A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

The Driehaus Mutual Funds (the “Trust”) is an open-end registered management investment company under the Investment Company Act of 1940, as amended, organized as a Delaware statutory trust, with eight 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 amended as of June 4, 2015, and may issue an unlimited number of full and fractional units of beneficial interest (shares) without par value. The three series (“Funds” or each a “Fund”) included in this report are as follows: the Driehaus Active Income Fund (the “Active Income Fund”) commenced operations on June 1, 2009 following the receipt of the assets and liabilities of the Lotsoff Capital Management Active Income Fund (the “Acquired Fund”) pursuant to a plan of reorganization approved by the shareholders of the Acquired Fund. The reorganization was accomplished by a tax-free exchange of Acquired Fund shares for an equal number of shares of the Active Income Fund as of June 1, 2009. The Active Income Fund seeks to provide current income and capital appreciation. The Driehaus Event Driven Fund (the “Event Driven Fund”) commenced operations on August 26, 2013, following a tax-free exchange with the Driehaus Credit Opportunities Fund, L.P. The Event Driven Fund seeks to provide positive returns over full market cycles. The Driehaus Emerging Markets Opportunities Fund (the “Emerging Markets Opportunities Fund”) commenced operations on April 10, 2017, after succeeding to the assets of the Driehaus Emerging Markets Dividend Growth Fund, L.P. The transaction was structured to be a tax-free exchange and the cost basis and holding period of the underlying securities were carried over to the Emerging Markets Opportunities Fund. Prior to January 29, 2020 the Emerging Markets Opportunities Fund was known as the Driehaus Multi-Asset Growth Economies Fund. The Emerging Markets Opportunities Fund seeks to maximize total return.

 

Significant Accounting Policies

 

The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses. Actual results may differ from those estimates.

 

The Funds, which are investment companies within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2013-08, follow accounting and reporting guidance under FASB Accounting Standards Codification Topic 946, Financial Services-Investment Companies.

 

Cash is held at U.S. financial institutions, and at times, may exceed the amount insured by the U.S. Federal Deposit Insurance Corporation. The Funds consider highly liquid investments, with maturities of ninety days or less when purchased to be cash equivalents, and such investments may include money market mutual fund investments. All such investments are categorized in Level 1 of the fair value hierarchy.

 

Securities Valuation

 

Investments in securities traded on a national securities exchange, including exchange-traded futures and options, are valued at the last reported sales or settlement price on the day of valuation and are generally classified as level 1. Exchange-traded securities for which no sale was reported are valued at the mean of the closing bid and ask prices from the exchange the security is primarily traded on and are generally classified as level 1. Equity certificates are valued at the last sale price of the underlying security as of the close of the primary exchange. Long-term fixed income securities are valued at the representative quoted bid price when held long or the representative quoted ask price if sold short or, if such prices are not available, at prices for securities of comparable maturity, quality and type or as determined by an independent pricing service. The pricing service provider may employ methodologies that utilize actual market transactions, broker-dealer supplied valuations or other techniques. Such techniques generally consider factors such as composite security prices, yields, maturities, call features, credit ratings and developments relating to specific securities, in arriving at valuations. Fixed income securities are generally classified as level 2. Short-term investments with remaining maturities of 60 days or less at the time of purchase are stated at amortized cost, which approximates fair value. If amortized cost does not approximate fair value, short-term securities are reported at fair value. These securities are generally classified as level 2. Swaps, forward foreign currency contracts and other financial derivatives are valued daily, primarily by an independent pricing service using pricing models and are generally classified as level 2. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, yield curves, dividends and exchange rates. If valuations are not available from the independent pricing service or values received are deemed not representative of fair value, values will be obtained from a third party broker-dealer or

 


29

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

counterparty. Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from an independent pricing service. In addition, for Emerging Markets Opportunities Fund, 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 U.S. 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 Trust’s 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. Securities for which market quotations are not readily available are valued at fair value as determined in good faith in accordance with procedures established by or under the direction of the Trust’s Board of Trustees and are generally classified as level 3. Under these procedures, the Funds primarily employ a market-based approach, which may use related or comparable assets or liabilities, recent transactions, market multiples, book values and other relevant information for the investment to determine the fair value of the investment. In addition, level 3 investments in certain early stage companies may be valued based upon initial transaction prices with management conducting ongoing assessments to determine whether new information is available to support a fair value adjustment. The information management may consider in its ongoing assessments may include, but are not limited to, actual or upcoming financing or third-party sale transactions, current or forecasted performance, or regulatory approval status updates. It is possible that estimated values may differ significantly from the values that would have been used had a ready market existed for the investments, and such differences could be material.

 

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 for 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 Fund’s 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 following is a summary of the inputs used to value the Active Income Fund’s investments as of December 31, 2019:

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Bank Loans

  $     $ 46,127,465     $     $ 46,127,465  

Common Stocks

    955,036                   955,036  

Convertible Preferred Stocks

                               

Auto Manufacturers

                0       0  

Corporate Bonds

          127,689,446             127,689,446  

Preferred Stock

    7,845,244                   7,845,244  

Private Stock

                               

Investment Companies

                1,173,600       1,173,600  

Purchased Put Options

    76,925                   76,925  

Total

  $ 8,877,205     $ 173,816,911     $ 1,173,600     $ 183,867,716  

 

Liabilities

                               

Common Stocks Sold Short

  $ (1,135,875 )   $     $     $ (1,135,875 )

Corporate Bonds Sold Short

          (5,056,086 )           (5,056,086 )

Total

  $ (1,135,875 )   $ (5,056,086 )   $     $ (6,191,961 )

 


30

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Other Financial Instruments*

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Futures Contracts

  $ 121,018     $     $     $ 121,018  

Total Other Financial Instruments

  $ 121,018     $     $     $ 121,018  

 

 

*

Other financial instruments are futures contracts, which are detailed in the Schedule of Investments.

 

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value in the Active Income Fund:

 

   

Investments,
at Value

 

Balance as of December 31, 2018

  $ 1,956,000  

Realized gain (loss)

     

Change in net unrealized appreciation (depreciation)

    (782,400 )

Purchases

     

Sales

     

Transfers in and/or out of Level 3

     

Balance as of December 31, 2019

  $ 1,173,600  

 

As of December 31, 2019, the Active Income Fund held Level 3 investments in General Motors Corp. senior convertible preferred stock and Larchmont Resources LLC private stock, valued at fair value as determined in good faith in accordance with procedures established by or under the direction of the Trust’s Board of Trustees. As a part of the ongoing restructuring of General Motors, any value previously ascribed to these holdings has been transferred to the General Motors Co. Motors Liquidation Co. GUC Trust common stock, which is freely and actively traded, and therefore the senior convertible preferred stock was fair valued at $0. The common stock investment in Larchmont Resources LLC has been valued using an unadjusted third-party pricing vendor quote. On December 17, 2019, the valuation technique for the Larchmont Resources LLC investment was changed from a securities dealer broker quote approach to a recovery analysis approach performed by an oil and gas broker. This change was implemented because the security had not traded and management became aware of new information while conducting its on-going valuation assessment. There were no transfers into or out of Level 3 during the year ended December 31, 2019. The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 of the fair value hierarchy as of December 31, 2019:

 

Financial Assets

 

Fair Value at
December 31,
2019

 

Valuation Technique(s)

Unobservable Inputs

 

Price/Range

 

Convertible Preferred Stock

  $  

Cash available in relation to claim

Estimated recovery

  $  

Private Stock

  $ 1,173,600  

Recovery analysis

N/A

    N/A  

 


31

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The following is a summary of the inputs used to value the Event Driven Fund’s investments as of December 31, 2019:

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Bank Loans

  $     $ 7,264,612     $     $ 7,264,612  

Common Stocks

    33,669,529                   33,669,529  

Convertible Corporate Bonds

          1,509,900             1,509,900  

Convertible Preferred Stocks

                               

Auto Manufacturers

                0       0  

Corporate Bonds

          19,936,592             19,936,592  

Private Preferred Stocks

                412,500       412,500  

Warrants

    126,568       94,770       0       221,338  

Total

  $ 33,796,097     $ 28,805,874     $ 412,500     $ 63,014,471  
                                 

Liabilities

                               

Common Stocks Sold Short

  $ (1,104,302 )   $     $     $ (1,104,302 )

Corporate Bonds Sold Short

          (1,069,465 )           (1,069,465 )

Exchange-Traded Funds Sold Short

    (13,527,860 )                 (13,527,860 )

Total

  $ (14,632,162 )   $ (1,069,465 )   $     $ (15,701,627 )

 

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value in the Event Driven Fund:

 

   

Investments,
at Value

 

Balance as of December 31, 2018

  $ 830,745  

Realized gain (loss)

     

Change in net unrealized appreciation (depreciation)

    (54,225 )

Purchases

    550,000  

Sales

     

Transfers in and/or out of Level 3

    (914,020 )

Balance as of December 31, 2019

  $ 412,500  

 

As of December 31, 2019, the Event Driven Fund held Level 3 investments in General Motors Corp. senior convertible preferred stock, X4 Pharmaceuticals, Inc. warrant contracts and 14ner Oncology, Inc. private preferred stock. The General Motors Corp. senior convertible preferred stock was valued in the same manner described for the Active Income Fund. X4 Pharmaceuticals, Inc. warrants were valued at $0 due to low trading volumes of the warrant contracts and the value of the underlying X4 Pharmaceuticals, Inc. common equity. The 14ner Oncology, Inc. private preferred stock was valued using a market approach as adjusted based upon an assessment of the probability assigned to a successful regulatory outcome. As of December 31, 2019, the Event Driven Fund’s investment in Ideaya Biosciences, Inc. transferred from Level 3 to Level 1 because the security commenced actively trading subsequent to a market offering. The following table summarizes the quantitative inputs and assumptions used for items categorized as Level 3 of the fair value hierarchy as of December 31, 2019:

 

Financial Assets

 

Fair Value at
December 31,
2019

 

Valuation Technique(s)

Unobservable Inputs

 

Weighted
Average
Input
/Price

 

Convertible Preferred Stock

  $  

Cash available in relation to claim

Estimated recovery

     

Private Preferred Stock

  $ 412,500  

Market approach discounted for regulatory milestones

Probability of achieving regulatory milestones

    75 %

Warrant

  $  

Market approach

Intrinsic value

  $ 0  

 


32

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The following is a summary of the inputs used to value the Emerging Markets Opportunities Fund’s investments as of December 31, 2019:

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Sovereign Bonds

  $     $ 10,331,850     $     $ 10,331,850  

Equity Securities

    26,583,311                   26,583,311  

Total

  $ 26,583,311     $ 10,331,850     $     $ 36,915,161  
                                 

Other Financial Instruments*

                               

Interest Rate Swaps - Asset**

  $     $ 34,005     $     $ 34,005  

Interest Rate Swaps - Liabilities**

          (16,186 )           (16,186 )

OTC Interest Rate Swaps - Asset

          8,313             8,313  

Total Other Financial Instruments

  $     $ 26,132     $     $ 26,132  

 

 

*

Other financial instruments are swap contracts, which are detailed in the Schedule of Investments.

 

**

Includes cumulative appreciation (depreciation) of centrally cleared swap contracts as shown in the Schedule of Investments. Only current day’s variation margin is reported in the Statements of Assets and Liabilities.

 

Securities Sold Short

 

The Funds are engaged in selling securities short, which obligates them to replace a borrowed security by purchasing it at market price at the time of replacement. Each Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. Each Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

 

The Funds are required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale and the Fund must maintain a deposit with the broker consisting of cash and securities having a value equal to a specified percentage of the value of the securities sold short. Such deposit is included in “Collateral held at custodian for the benefit of brokers” on the Statements of Assets and Liabilities. Each Fund is obligated to pay any dividends or interest due on securities sold short. Such dividends and interest are recorded as an expense to the Funds on the Statements of Operations.

 

Federal Income Taxes

 

The Funds’ policy is to comply with the requirements of Subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all their taxable income to their shareholders. Therefore, no Federal income tax provision is required.

 

The FASB’s “Accounting for Uncertainty in Income Taxes” (“Tax Statement”) requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has evaluated the implications of the Tax Statement and all of the uncertain tax positions and has determined that no liability is required to be recorded in the financial statements as of December 31, 2019. The Funds file tax returns with the U.S. Internal Revenue Service and various states. Taxable years ending 2019, 2018, 2017, and 2016 remain subject to examination by taxing authorities.

 

For Federal income tax purposes, capital loss carryforwards represent net capital losses of a fund that may be carried forward 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 were required to be 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.

 


33

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

At December 31, 2019, gross unrealized appreciation (depreciation) on investments, based on cost for Federal income tax purposes, were as follows:

 

   

Active
Income
Fund

   

Event
Driven
Fund

   

Emerging
Markets
Opportunities
Fund

 

Cost of investments

  $ 178,472,469     $ 47,454,727     $ 30,256,254  

Gross unrealized appreciation

  $ 2,991,776     $ 5,174,170     $ 6,769,987  

Gross unrealized depreciation

    (3,788,490 )     (5,316,053 )     (111,080 )

Net unrealized appreciation (depreciation) on investments

  $ (796,714 )   $ (141,883 )   $ 6,658,907  

 

The difference between cost amounts for financial statements and federal income tax purposes is due primarily to the tax deferral of losses on wash sales and timing differences in recognizing certain gains and losses on security transactions.

 

For the year ended December 31, 2019, reclassifications were recorded to total distributable earnings (deficit) and paid-in capital for any permanent tax differences. Results of operations and net assets were not affected by these reclassifications.

 

   

Active
Income
Fund

   

Event
Driven
Fund

   

Emerging
Markets
Opportunities
Fund

 

Paid-in capital

  $ 7,858     $     $  

Total distributable earnings (deficit)

    (7,858 )            

 

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. GAAP.

 

The tax character of distributions paid were as follows:

 

Active Income Fund

Distributions paid from:

 

January 1, 2019
to December 31,
2019

   

January 1, 2018
to December 31,
2018

 

Ordinary income

  $ 26,303,891     $ 61,286,044  

Total distributions paid

  $ 26,303,891     $ 61,286,044  

 

Event Driven Fund

Distributions paid from:

 

January 1, 2019
to December 31,
2019

   

January 1, 2018
to December 31,
2018

 

Ordinary income

  $ 2,262,269     $ 1,805,482  

Total distributions paid

  $ 2,262,269     $ 1,805,482  

 


34

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Emerging Markets Opportunities Fund

Distributions paid from:

 

January 1, 2019
to December 31,
2019

   

April 10, 2018
to December 31,
2018

 

Ordinary income

  $ 443,723     $ 233,414  

Long term capital gains distribution

          29,970  

Total distributions paid

  $ 443,723     $ 263,384  

 

As of December 31, 2019, the components of accumulated earnings (deficit) were as follows:

 

   

Active
Income
Fund

   

Event
Driven
Fund

   

Emerging
Markets
Opportunities
Fund

 

Undistributed ordinary income

  $ 1,277,797     $ 539,724     $ 255,525  

Undistributed long-term capital gains

                 

Accumulated earnings

    1,277,797       539,724       255,525  

Accumulated capital and other losses

    (508,729,341 )     (1,364,303 )     (702,292 )

Unrealized appreciation (depreciation) on currency and foreign currency translations

                2,880  

Unrealized appreciation (depreciation) on swap contracts

                26,132  

Unrealized appreciation (depreciation) on investments, securities sold short, options and futures contracts

    (796,714 )     (141,883 )     6,659,011  

Total accumulated earnings (deficit)

  $ (508,248,258 )   $ (966,462 )   $ 6,241,256  

 

As of December 31, 2019, the Funds had net capital loss carryforwards to offset future net capital gains, if any, to the extent provided by Treasury regulations:

 

   

Not Subject to Expiration

 
   

Short-Term

   

Long-Term

 

Active Income Fund

  $ 332,112,366     $ 176,616,975  

Event Driven Fund

    1,364,303        

Emerging Markets Opportunities Fund

    702,292        

 

Foreign Currency Translation

 

The value of securities, currencies and other assets and liabilities 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 forward contract 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 gain (loss) on foreign currency contracts on portfolio hedges result from the use of forward contracts to hedge portfolio positions denominated or quoted in a particular currency in order to reduce or limit exposure in that currency. At December 31, 2019, the Funds had no portfolio hedges.

 

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) on investments and the net change in unrealized appreciation (depreciation) on investments.

 


35

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Indemnifications

 

Under the Trust’s 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. A Fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against a Fund 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.

 

Recent Accounting Pronouncements

 

In March 2017, the FASB issued ASU No. 2017-08 “Premium Amortization on Purchased Callable Debt Securities” which provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. This ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods, however, early adoption is permitted. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Management has evaluated the implications of ASU No. 2017-08 and has adopted all aspects related to the amortization period for purchased callable debt securities held at a premium starting in the reporting period ended December 31, 2019. This adoption had no impact on these financial statements.

 

Securities Transactions, Income and Commitments

 

The Trust records security transactions based on trade date. Dividend income is recognized on the ex-dividend date, and interest income is recognized on an accrual basis. Discounts and premiums on securities purchased are accreted and amortized over the lives of the respective securities using the effective yield method. Withholding taxes on foreign dividends and interest have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.

 

Pursuant to the terms of certain of the senior unsecured loan agreements, the Funds may have unfunded loan commitments, which are callable on demand. Each Fund will have available with its custodian, cash and/or liquid securities having an aggregate value at least equal to the amount of the unfunded senior loan commitments. At December 31, 2019, the Funds had no unfunded senior loan commitments.

 

With respect to the senior loans held in each Fund’s portfolio, the Funds may: 1) invest in assignments; 2) act as a participant in primary lending syndicates; or 3) invest in participations. If a Fund purchases a participation of a senior loan interest, the Fund would typically enter into a contractual agreement with the lender or other third party selling the participation, rather than directly with the borrower. As such, the Fund not only assumes the credit risk of the borrower, but also that of the selling participant or other persons interpositioned between the Fund and the borrower. At December 31, 2019, the Funds had no such outstanding senior loan participation commitments.

 

The Event Driven Fund may invest in early-stage companies that may require additional contributions or funding if certain performance milestones are met. Management continuously assesses whether these companies will achieve these performance milestones and considers the impact of these commitments as they become due. At December 31, 2019, the Event Driven Fund had outstanding commitments, which are subject to change, to make additional investments in portfolio companies of $1,000,000.

 

B. INVESTMENTS IN DERIVATIVES

 

Each Fund uses derivative instruments such as swaps, futures, options, swaptions and forward foreign currency contracts in connection with their respective investment strategies. During the period January 1, 2019 through December 31, 2019, the Active Income Fund primarily utilized: 1) futures to hedge its interest rate and/or commodity risk and manage volatility; and 2) options to hedge downside risk and manage volatility. During the period January 1, 2019 through December 31, 2019, the Event Driven Fund primarily utilized: 1) options, including warrants, to both hedge exposure and provide exposure to certain market segments or specific securities; and 2) forward foreign currency contracts to manage currency risk in portfolio holdings. During the period January 1, 2019 through December 31, 2019, the Emerging Markets Opportunities Fund primarily utilized: 1) interest rate swaps to hedge against interest rate fluctuation and enable the parties involved to exchange fixed and floating cash flows; 2) credit default swaps as alternatives to direct investments to manage exposure to specific sectors/markets/industries and/or credit events and manage volatility; 3) options to both hedge exposure and provide exposure to certain market segments or specific securities; and 4) forward foreign currency contracts to manage currency risk in portfolio holdings. Detail regarding each derivative type is included below.

 


36

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Swap Contracts

 

The Funds are subject to credit risk, volatility risk and interest rate risk exposure in the normal course of pursuing their investment objectives. The Funds engage in various swap transactions, including forward rate agreements and interest rate, currency, volatility, index and total return swaps, primarily to manage duration and yield curve risk, or as alternatives to direct investments. Swaps that are centrally cleared are exposed to the creditworthiness of the clearing organizations (and, consequentially, that of their members — generally, banks and broker-dealers) involved in the transaction. Centrally cleared swaps are valued daily and unrealized gains or losses are recorded in a “variation margin” account. The Fund receives from or pays to the clearing organization a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss.

 

Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Funds may elect to pay a fixed rate and receive a floating rate or receive a fixed rate and pay a floating rate on a notional principal amount. The net interest received or paid on interest rate swap agreements is accrued daily as interest income/expense. Interest rate swaps are marked-to-market daily using fair value estimates provided by an independent pricing service. Changes in value, including accrued interest, are recorded as changes in net unrealized appreciation (depreciation) on the Statements of Operations. Unrealized appreciation is reported as an asset and unrealized depreciation is reported as a liability on the Statements of Assets and Liabilities. Gains or losses are realized upon termination of the contracts. The risk of loss under a swap contract may exceed the amount recorded as an asset or a liability.

 

Total return swap contracts are arrangements to exchange a market linked return for a periodic payment, both based on a notional principal amount, to hedge sector exposure and to manage exposure to specific sectors or industries and/or to gain exposure to specific markets/countries and to specific sectors/industries. To the extent that the total return of the security, index or other financial measure underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. Total return swap contracts are marked to market daily based upon quotations from market makers and the change, if any, is recorded as a change in net unrealized appreciation (depreciation) on the Statements of Operations. Unrealized appreciation is reported as an asset and unrealized depreciation is reported as a liability on the Statements of Assets and Liabilities. Payments received or made are recorded as realized gains or losses. Gains or losses are realized upon termination of the contracts. Each Fund’s maximum risk of loss from counterparty risk is the fair value of the contract. The Funds held no total return swaps at December 31, 2019.

 

Volatility swaps are forward contracts on the future realized volatility of an underlying instrument. Volatility swaps are generally used to speculate on future volatility levels, trade the spread between realized and implied volatility or hedge volatility exposure of other positions. Changes in value are recorded as changes in net unrealized appreciation (depreciation) on the Statements of Operations. Unrealized gains are reported as an asset and unrealized losses are reported as a liability on the Statements of Assets and Liabilities. Gains or losses are realized upon termination of the contracts. The risk of loss under a volatility swap contract is dependent upon the volatility of the underlying instrument. The Funds held no volatility swaps at December 31, 2019.

 

Under the terms of a credit default swap contract, one party acts as a guarantor receiving a periodic payment that is a fixed percentage applied to a notional amount. In return, the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the contract. Each Fund may enter into credit default swaps in which the Fund acts as guarantor (a seller of protection), and may enter into credit default swaps in which the counterparty acts as guarantor (a buyer of protection). Premiums paid to or by the Funds are accrued daily and included in net realized gain (loss) on swap contracts. The contracts are marked-to-market daily using fair value estimates provided by an independent pricing service. Changes in value are recorded as unrealized appreciation (depreciation) on the Statements of Operations. Unrealized gains are reported as an asset and unrealized losses are reported as a liability on the Statements of Assets and Liabilities. Gains or losses are realized upon termination of the contracts. The risk of loss under a swap contract may exceed the amount recorded as an asset or a liability. The notional amount of a swap contract is the reference amount pursuant to which the counterparties make payments. For swaps in which the referenced obligation is an index, in the event of default of any debt security included in the corresponding index, the Fund pays or receives the percentage of the corresponding index that the defaulted security comprises (1) multiplied by the notional value and (2) multiplied by the ratio of one minus the ratio of the market value of the defaulted debt security to its par value. The Funds held no credit default swaps at December 31, 2019.

 

Risks associated with swap contracts include changes in the returns of underlying instruments and/or interest rates, failure of the counterparties to perform under the contracts’ terms and the possible lack of liquidity with respect to the contracts. For centrally cleared swap contracts, counterparty risk is limited due to the role of the clearinghouse. Credit

 


37

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

default swaps can involve greater risks than if an investor had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to counterparty credit risk, leverage risk, hedging risk, correlation risk and liquidity risk. The Funds disclose swap contracts on a gross basis, with no netting of contracts held with the same counterparty. As of December 31, 2019, the Emerging Markets Opportunities Fund had outstanding swap contracts as listed on the Schedule of Investments and the required collateral is included in the Statements of Assets and Liabilities. The Active Income Fund and Event Driven Fund had no outstanding swap contracts at December 31, 2019.

 

Futures Contracts

 

The Funds may enter into futures contracts to produce incremental earnings, hedge existing positions or protect against market changes in the value of equities or interest rates. Upon entering into a futures contract with a broker, a Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a “variation margin” account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with changes in the value of the underlying securities. With futures contracts, there is minimal counterparty credit risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures contracts, guarantees the futures contract against default. As of December 31, 2019, the Active Income Fund had outstanding futures contracts as listed in the Schedule of Investments and the required collateral is included in the Statements of Assets and Liabilities. The Event Driven Fund and Emerging Markets Opportunities Fund had no outstanding futures contracts at December 31, 2019.

 

Options Contracts

 

The Funds may use options, which include warrants, contracts to hedge downside risk, produce incremental earnings or protect against market changes in the value of equities or interest rates. The Funds may write covered call and put options on futures, swaps, securities or currencies the Funds own or in which they may invest. Writing put options tends to increase a Fund’s exposure to the underlying instrument. Writing call options tends to decrease a Fund’s 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. Premiums received from writing options that expire are treated as realized gains. Premiums received from writing options that are exercised or closed are added to the proceeds or offset against amounts paid on the underlying future, swap, 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, swap, 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 of the future, swap, 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. In addition, to the extent a Fund purchases an over-the-counter (“OTC”) option, it is subject to credit risk that the counterparty to the trade does not perform under the contract’s terms. The Funds are not subject to credit risk on OTC options written as the counterparty has already performed its obligation by paying the premium at the inception of the contract.

 

The Funds may also purchase put and call options. Purchasing call options tends to increase a Fund’s exposure to the underlying instrument. Purchasing put options tends to decrease a Fund’s 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 that expire are treated as realized losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying future, swap, 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 December 31, 2019, the Active Income Fund and the Event Driven Fund had outstanding warrants and outstanding options as listed on the Schedule of Investments and the required collateral is included in the Statements of Assets and Liabilities. The Emerging Markets Opportunities Fund had no outstanding options at December 31, 2019.

 


38

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Swaptions

 

An option on a swap contract, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A call or receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index swap. A put or payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index swap. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties. The Funds had no outstanding swaptions at December 31, 2019.

 

Forward Foreign Currency Contracts

 

The Funds use forward foreign currency contracts to manage foreign currency, to produce incremental earnings or to hedge existing positions. A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers.

 

The market value of a forward foreign currency contract fluctuates with changes in currency exchange rates. Outstanding forward foreign currency contracts are valued daily at current market rates and the resulting change in market value is recorded as change in net unrealized appreciation or depreciation on the Statements of Operations. When a forward foreign currency contract is settled, the Fund records a realized gain or loss equal to the difference between the value at the time the forward foreign currency contract was opened and the value at the time it was settled. A forward foreign currency contract may involve market risk in excess of the unrealized appreciation (depreciation) reflected on the Statements of Assets and Liabilities. In addition, the Funds could be exposed to credit risk if the counterparties are unable or unwilling to meet the terms of the contracts or market risk if the value of the foreign currency changes unfavorably. The Funds had no outstanding forward foreign currency contracts at December 31, 2019.

 

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. A Fund’s equity certificates are not subject to any master netting agreement. The Funds had no outstanding equity certificates at December 31, 2019.

 

Derivative Investment Holdings Categorized by Risk Exposure

 

Each Fund is subject to the FASB’s “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 by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Funds’ financial position and results of operations.

 

The following table sets forth the fair value and the location in the Statements of Assets and Liabilities of the Active Income Fund’s derivative contracts by primary risk exposure as of December 31, 2019:

 

 

Asset derivatives

Risk exposure category

Statements of Assets and Liabilities location

 

Fair Value

 

Equity Contracts

Purchased options, at fair value

  $ 76,925  

Interest rate contracts

N/A*

    121,018  

Total

 

  $ 197,943  

 

 

*

Includes cumulative appreciation/depreciation of futures contracts as shown in the Schedule of Investments. Only current day’s variation margin is reported in the Statements of Assets and Liabilities.

 


39

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The following table sets forth the fair value and the location in the Statements of Assets and Liabilities of the Event Driven Fund’s derivative contracts by primary risk exposure as of December 31, 2019:

 

 

Asset derivatives

Risk exposure category

Statements of Assets and Liabilities location

 

Fair Value

 

Equity contracts

Warrant securities, at fair value

  $ 221,338  

Total

 

  $ 221,338  

 

The following table sets forth the fair value and the location in the Statements of Assets and Liabilities of the Emerging Markets Opportunities Fund’s derivative contracts by primary risk exposure as of December 31, 2019:

 

 

Asset derivatives

Risk exposure category

Statements of Assets and Liabilities location

 

Fair Value

 

Interest contracts

N/A*

  $ 34,005  

Interest contracts

Unrealized appreciation on open OTC swap contracts

    8,313  

Total

 

  $ 42,318  

 

 

Liability derivatives

Risk exposure category

Statements of Assets and Liabilities location

 

Fair Value

 

Interest contracts

N/A*

  $ 16,186  

Total

 

  $ 16,186  

 

 

*

Includes cumulative appreciation (depreciation) of centrally cleared swaps as shown in the Schedule of Investments. Only current day’s variation margin is reported in the Statements of Assets and Liabilities.

 

The following table sets forth the Active Income Fund’s net realized gain (loss) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Amount of net realized gain (loss) on derivatives

   

Risk exposure category

 

Derivative

 

Equity
contracts

   

Interest rate
contracts

   

Total

 

Purchased options contracts

  $ (618,552 )   $     $ (618,552 )

Written options contracts

    154,020             154,020  

Futures contracts

          (4,872,340 )     (4,872,340 )

Total

  $ (464,532 )   $ (4,872,340 )   $ (5,336,872 )

 


40

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The following table sets forth the Event Driven Fund’s net realized gain (loss) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Amount of net realized gain (loss) on derivatives

   

Risk exposure category

 

Derivative

 

Currency
contracts

   

Equity
contracts

   

Total

 

Purchased options contracts

  $     $ (158,201 )   $ (158,201 )

Written options contracts

    16,273             16,273  

Forward foreign currency contracts

    6,806             6,806  

Total

  $ 23,079     $ (158,201 )   $ (135,122 )

 

The following table sets forth the Emerging Markets Opportunities Fund’s net realized gain (loss) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Amount of net realized gain (loss) on derivatives

   

Risk exposure category

 

Derivative

 

Credit
contracts

   

Currency
contracts

   

Equity
contracts

   

Interest rate
contracts

   

Total

 

Purchased options contracts

  $     $ (91,403 )   $     $     $ (91,403 )

Forward foreign currency contracts

          (60,511 )                 (60,511 )

Equity certificates*

                (10,908 )           (10,908 )

Swap contracts

    (93,918 )                 390,545       296,647  

Total

  $ (106,001 )   $ (151,914 )   $ (10,908 )   $ 402,648     $ 133,825  

 

 

*

Included in change in net realized gain (loss) on investments in the Statements of Operations.

 

The following table sets forth the Active Income Fund’s change in net unrealized appreciation (depreciation) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Change in net unrealized appreciation (depreciation) on derivatives

   

Risk exposure category

 

Derivative

 

Equity
contracts

   

Interest rate
contracts

   

Total

 

Purchased options contracts

  $ (28,995 )   $     $ (28,995 )

Futures contracts

          1,973,234       1,973,234  

Total

  $ (28,995 )     1,973,234     $ 1,944,239  

 


41

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The gross notional amount and/or the number of contracts for the Active Income Fund as of December 31, 2019 are included on the Schedule of Investments. The quarterly average values of derivative investments for the period January 1, 2019 through December 31, 2019 is set forth in the table below:

 

Quarterly Derivative Averages

Derivative

Quarterly Average

 

$ Amount /
Number

 

Purchased options contracts

number of contracts

    2,221  

Written options contracts

number of contracts

    (2,040 )

Futures contracts - Short

number of contracts

    (385 )

 

The following table sets forth the Event Driven Fund’s change in net unrealized appreciation (depreciation) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Change in net unrealized appreciation (depreciation) on derivatives

   

Risk exposure category

 

Derivative

 

Equity
contracts

   

Currency
contracts

   

Total

 

Purchased options contracts

  $ 158,041     $     $ 158,041  

Forward foreign currency contracts

          (232 )     (232 )

Warrant contracts

    100,118             100,118  

Total

  $ 258,159     $ (232 )   $ 257,927  

 

The gross notional amount and/or the number of contracts for the Event Driven Fund as of December 31, 2019 are included on the Schedule of Investments. The quarterly average values of derivative investments for the period January 1, 2019 through December 31, 2019 is set forth in the table below:

 

Quarterly Derivative Averages

Derivative

Quarterly Average

 

$ Amount /
Number

 

Purchased options contracts

number of contracts

    32  

Forward foreign currency contracts - Long

gross notional amount

  $ 30,995  

Forward foreign currency contracts - Short

gross notional amount

  $ 99,082  

Warrant contracts

number of contracts

  $ 24,999  

 

The following table sets forth Emerging Markets Opportunities Fund’s change in net unrealized appreciation (depreciation) by primary risk exposure and by type of derivative contract for the period January 1, 2019 through December 31, 2019:

 

Change in net unrealized appreciation (depreciation) on derivatives

   

Risk exposure category

 

Derivative

 

Credit
contracts

   

Equity
contracts

   

Currency
contracts

   

Interest rate
contracts

   

Total

 

Purchased options contracts

  $     $     $ 13,259     $     $ 13,259  

Equity certificates*

          10,431                   10,431  

Forward foreign currency contracts

                58,783             58,783  

Swap contracts

                      6,736       6,736  

Total

  $     $ 10,431     $ 72,042     $ 6,736     $ 89,209  

 

 

*

Included in change in net unrealized appreciation (depreciation) on investments in the Statements of Operations.

 


42

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

The gross notional amount and/or the number of contracts for the Emerging Markets Opportunities Fund as of December 31, 2019 are included on the Schedule of Investments. The quarterly average values of derivative investments for the period January 1, 2019 through December 31, 2019 is set forth in the table below:

 

Quarterly Derivative Averages

Derivative

Quarterly Average

 

$ Amount /
Number

 

Purchased options contracts

number of contracts

    3,064,000  

Swap contracts

gross notional amount

  $ 52,222,129  

Forward foreign currency contracts - Long

gross notional amount

  $ 1,625,392  

Forward foreign currency contracts - Short

gross notional amount

  $ 1,958,029  

 

Disclosures about Offsetting Assets and Liabilities

 

The Funds are party to various agreements, including International Swaps and Derivatives Association Agreements and related Credit Support Annexes (“Master Netting Agreements” or “MNA”), which govern the terms of certain transactions with select counterparties. MNAs are designed to reduce counterparty risk associated with the relevant transactions by establishing credit protection mechanisms and providing standardization as a means of improving legal certainty. As MNAs are specific to the unique operations of different asset types, they allow each Fund to close out and net its total exposure to a counterparty in the event of default with respect to all of the transactions governed under a single agreement with that counterparty. MNAs can also help reduce counterparty risk by specifying collateral posting requirements at pre-arranged exposure levels. Securities and cash pledged as collateral are reflected as assets in the Statements of Assets and Liabilities as either a component of Investment securities at fair value or Collateral held at custodian for the benefit of brokers.

 

The Funds’ derivative contracts held at December 31, 2019, are not accounted for as hedging instruments under U.S. GAAP. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to MNAs or similar arrangements on the Statements of Assets and Liabilities. The settlement of futures contracts, swap contracts and exchange-traded purchased options is guaranteed by the clearinghouse or exchange the instrument is traded on and is not subject to arrangements with particular counterparties. For that reason, these instruments are excluded from the below disclosure.

 

Netting Agreements by type, net of amounts available for offset under a MNA and net of the related collateral received by the Emerging Markets Opportunities Fund as of December 31, 2019:

 

Description

 

Gross Amounts
Recognized
in Statements
of Assets and
Liabilities

   

Derivatives
Available
for Offset

   

Collateral
Received

   

Net Amount1

 

Unrealized appreciation on open OTC swap contracts

  $ 8,313     $     $     $ 8,313  

 

 

1

Net amount represents the net amount receivable from the counterparty in the event of default.

 

C. INVESTMENT ADVISORY FEES, TRANSACTIONS WITH AFFILIATES, AND ADMINISTRATIVE FEES

 

Richard H. Driehaus is Chairman of Driehaus Capital Management LLC (“DCM” or the “Adviser”), a registered investment adviser, and of Driehaus Securities LLC (“DS LLC”), an entity that was registered as a broker-dealer and served as of the distributor of the Funds through December 31, 2019. As of December 31, 2019, Richard H. Driehaus held a controlling interest in the Driehaus Emerging Markets Opportunities Fund and substantial, non-controlling interests in certain other Funds.

 

DCM serves as the Funds’ investment adviser. In return for its services to the Funds, the Funds pay the Adviser an annual management fee on a monthly basis of 0.55%, for the Active Income Fund of average daily net assets and 1.00% for Event Driven Fund of average daily net assets. From January 1, 2019 to April 30, 2019, the Emerging Markets

 


43

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

Opportunities Fund paid the Adviser a management fee on a monthly basis of 1.00% of average daily net assets. Effective May 1, 2019, the Emerging Markets Opportunities Fund pays the Adviser a management fee on a monthly basis of 0.90% of average daily net assets.

 

From January 1, 2019 to April 30, 2019, the Emerging Markets Opportunities Fund annual operating expense limitation was 1.75%. Effective May 1, 2019, DCM entered into a written agreement to cap the Emerging Markets Opportunities Fund’s annual ordinary operating expenses (other than interest, taxes, brokerage commissions, dividends and interest on short sales, other investment-related costs, acquired fund fees and expenses, and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) at 0.99% of average daily net assets until at least April 30, 2022. For this same time period, DCM is entitled to reimbursement for previously waived fees and reimbursed expenses to the extent that the Emerging Markets Opportunities Fund’s expense ratio remains below the operating expense cap in place at the time of the waiver and the current operating expense cap. At December 31, 2019, DCM owes the Emerging Markets Opportunities Fund $1,051 under this agreement, which is included in due from affiliate in the Statements of Assets and Liabilities. As of December 31, 2019, DCM had waived a total of $412,355 in fees pursuant to these expense cap agreements. DCM may recapture all or a portion of this amount no later than April 30, of the years stated below:

 

   

Emerging Markets
Opportunities
Fund

 

2020

  $ 58,341  

2021

    119,889  

2022

    234,125  

Total

  $ 412,355  

 

The Active Income Fund incurred $2,660,954 for investment advisory fees during the period January 1, 2019 through December 31, 2019, of which $135,743 was payable to DCM at December 31, 2019. The Event Driven Fund incurred $620,645 for investment advisory fees during the period January 1, 2019 through December 31, 2019, of which $57,085 was payable to DCM at December 31, 2019. The Emerging Markets Opportunities Fund incurred $330,930 for investment advisory fees during the period January 1, 2019 through December 31, 2019, of which $0 was payable to DCM at December 31, 2019.

 

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 year ended December 31, 2019, these arrangements reduced the expenses of Driehaus Active Income Fund, Driehaus Event Driven Fund and Emerging Markets Opportunities Fund by $16,985 (0.3%), $21,830 (1.9%) and $600 (0.1%), respectively.

 

The Funds are permitted to purchase or sell securities from or to certain affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by a Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each transaction is effected at the current market price to minimize trading costs, where permissible. For the year ended December 31, 2019, the Funds engaged in purchases and sales of securities, pursuant to Rule 17a-7 of the 1940 Act, as follows:

 

Fund

 

Purchases

   

Sales

   

Net Realized
Gain (Loss)

 

Active Income Fund

  $     $ 37,396,250     $ (1,735,635 )

Event Driven Fund

    7,213,415              

 

For the year ended December 31, 2019, Driehaus Securities LLC (“DS LLC”), an affiliate registered broker-dealer, served as the the Funds’ distributor. DS LLC did not earn any compensation from the Funds for these services. DS LLC was replaced as the Funds’ distributor by Foreside Financial Services, LLC (“Foreside”), an unaffiliated registered broker-dealer effective January 1, 2020. Foreside will similarly not receive any compensation from the Funds for these services. Prior to the Funds’ appointment of Foreside, DS LLC was a party to a Fee Reimbursement Agreement (“Agreement”)

 


44

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

with the Active Income Fund and Event Driven Fund. The Agreement with DS LLC was terminated on December 31, 2019, and the Adviser entered into the Agreement with the Active Income Fund and Event Driven Fund effective January 1, 2020. Under these Agreements, the Funds reimbursed DS LLC and will reimburse the Adviser for certain fees paid by each entity to intermediaries who provide shareholder administrative and/or sub-transfer agency services to the Funds. Currently, the amount to be reimbursed will not exceed 0.25% of the average daily net assets held by such intermediaries. The amounts incurred and payable to DS LLC during the period January 1, 2019 through December 31, 2019 are as follows:

 

Fund

 

Shareholder
services
plan fees

   

Accrued
shareholder
services
plan fees

 

Active Income Fund

  $ 636,539     $ 68,371  

Event Driven Fund

    57,273       5,372  

 

Certain officers of the Trust are also officers of DCM and DS LLC. The Funds pay a portion of the Chief Compliance Officer’s salary. No other officers received compensation from the Funds during the period January 1, 2019 through December 31, 2019. The Independent Trustees are compensated for their services to the Trust and such compensation is reflected as Trustees’ fees in the Statements of Operations.

 

UMB Fund Services, Inc. (“UMBFS”), an affiliate of UMB Financial Corporation, serves as the Funds’ administrative and accounting agent. As compensation for these services, UMBFS earns the larger of a monthly minimum fee or a monthly fee based upon each Fund’s average daily net assets. UMBFS also acts as the transfer agent and dividend disbursing agent for the Funds. For these services, UMBFS earns a monthly fee based in part on shareholder processing activity during the month.

 

D. INVESTMENT TRANSACTIONS

 

Purchases and sales of investment securities (excluding swaps, options, futures, forwards, short-term securities and U.S. government obligations) for the Active Income Fund, Event Driven Fund and Emerging Markets Opportunities Fund for the period January 1, 2019 through December 31, 2019 were as follows:

 

Active Income Fund

Event Driven Fund

Emerging Markets Opportunities Fund

Purchases

  $ 364,571,719  

Purchases

  $ 64,294,079  

Purchases

  $ 52,162,227  

Sales

  $ 895,816,029  

Sales

  $ 61,965,324  

Sales

  $ 48,736,424  

 

The Funds had no purchases and sales of U.S. government obligations for the period January 1, 2019 through December 31, 2019.

 

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 resold only in transactions exempt from applicable registration. Restricted securities include Rule 144A securities which may be sold normally to qualified institutional buyers. At December 31, 2019, the Funds held restricted securities as denoted on the Schedule of Investments.

 

F. LINE OF CREDIT

 

The Funds, together with the other funds in the Trust, obtained a committed line of credit in the amount of $50,000,000. The line of credit is available primarily to meet large, unexpected shareholder redemptions 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%, or 1.75%, whichever is greater. There is a commitment fee of 0.10% of the excess of the $50,000,000 committed amount over the sum of the average daily balance of any loans, which is allocated amongst all funds that have access to the line. The Funds did not borrow under the line of credit during the year ended December 31, 2019 and thus had no outstanding balances as of that date.

 


45

 

 

 

Driehaus Mutual Funds
Notes to Financial Statements — (Continued)

 

 

G. REDEMPTION FEES

 

The Emerging Markets Opportunities Fund 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 and reflected in the Statements of Changes in Net Assets.

 

H. SUBSEQUENT EVENTS

 

Events or transactions that occurred after the date of this report through the date the report was issued have been evaluated for potential impact to the financial statements. Effective January 1, 2020, Foreside Financial Services, LLC replaced DS LLC as the Funds’ distributor.

 


46

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of Driehaus Active Income Fund, Driehaus Event Driven Fund, and Driehaus Emerging Markets Opportunities Fund (formerly Driehaus Multi-Asset Growth Economies Fund) and the Board of Trustees of the Driehaus Mutual Funds

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of assets and liabilities of Driehaus Active Income Fund, Driehaus Event Driven Fund, and Driehaus Emerging Markets Opportunities Fund, (collectively referred to as the “Funds”), (three of the funds constituting the Driehaus Mutual Funds (the “Trust”)), including the schedules of investments, as of December 31, 2019, and the related statements of operations and changes in net assets, and the financial highlights for each of the periods indicated in the table below and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (three of the funds constituting the Driehaus Mutual Funds) at December 31, 2019, and the results of their operations, changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.

 

Individual fund constituting
the Driehaus Mutual Funds

Statement of operations

Statement of changes
in net assets

Financial highlights

Driehaus Active Income Fund

 

Driehaus Event Driven Fund

For the year ended December 31, 2019

For each of the two years in the period ended December 31, 2019

For each of the five years in the period ended December 31, 2019

Driehaus Emerging Markets Opportunities Fund

For the year ended December 31, 2019

For each of the two years in the period ended December 31, 2019

For each of the two years in the period ended December 31, 2019 and the period from April 10, 2017 (commencement of operations) through December 31, 2017

 

Basis for Opinion

 

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on each of the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019, by correspondence with the custodians, agent banks, others and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more Driehaus investment companies since 2002.

Chicago, Illinois
February 21, 2020

 


47

 

 

 

Interested and Independent Trustees of the Trust

 

 

The following table sets forth certain information with respect to the Trustees of the Trust as of December 31, 2019:

 

Name, Address
and Year of Birth

Position(s)
Held with
the Trust

Term of
Office and
Length
of Time
Served

Number of
Portfolios
in Trust
Overseen
by Trustee

Principal Occupation(s)
During the Past 5 Years

Other Directorships
Held by Trustee
During the Past 5 Years

Interested Trustee:*

         

Stephen J. Kneeley

25 East Erie Street

Chicago, IL 60611

YOB: 1963

Trustee and President

Since 2018

 

Since 2017

8

President and Chief Executive Officer of the Adviser since January 2018; Interim President and Interim Chief Executive Officer of Adviser from March 2017 to December 2017; Chief Executive Officer, Context Asset Management, L.P. from 2014 to 2016.

Chairman of Board of Trustees, Context Capital Funds from 2014 to 2017; and Trustee, Copeland Trust from 2010 to 2017.

Independent Trustees:

         

Daniel F. Zemanek

c/o Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

YOB: 1942

Trustee and Chairperson

Since 1996

 

Since 2014

8

Retired; President of Ludan, Inc. (real estate development services specializing in senior housing) from April 2008 to December 2014.

None.

Theodore J. Beck

c/o Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

YOB: 1952

Trustee

Since 2012

8

Retired; President and Chief Executive Officer, National Endowment for Financial Education, 2005 to July 2018.

None.

Francis J. Harmon

c/o Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

YOB: 1942

Trustee

Since 1998

8

Consultant, Great Lakes Advisors, Inc. since January 2020; Relationship Manager, Great Lakes Advisors, Inc. through December 2019.

None.

Dawn M. Vroegop

c/o Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

YOB: 1966

Trustee

Since 2012

8

Private Investor.

Independent Trustee, Brighthouse Funds Trust I since December 2000 and Brighthouse Funds Trust II since May 2009.

Christopher J. Towle, CFA

c/o Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

YOB: 1957

Trustee

Since 2016

8

Retired; Partner, Portfolio Manager, Director of High Yield and Convertible Securities, Lord Abbett & Co. 1987 to 2014.

Independent Trustee, Brighthouse Funds Trust I and Brighthouse Funds Trust II, each from April 2018 to August 2019.

 

 

*

Mr. Kneeley became a Trustee on March 6, 2018. Mr. Kneeley is an “interested person” of the Trust and the Adviser, as defined in the 1940 Act, because he is an officer of the Adviser.

 


48

 

 

 

Officers of the Trust

 

 

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 M. Kurinsky

25 East Erie Street

Chicago, IL 60611

YOB: 1972

Vice President and Treasurer

Since January 2019

Chief Financial Officer and Treasurer of the Adviser and Driehaus Securities LLC since January 2019; Treasurer, Secretary and Chief Legal Officer of the Keeley Funds, Inc. through December 2018; President and Chief Operating Officer of Keeley-Teton Advisors, LLC from March 2017 to December 2018; Treasurer and Secretary of Joley Corp. and Keeley Holdings, Inc. through February 2017; Secretary, Treasurer, Chief Financial Officer and General Counsel of Keeley Asset Management Corp. through February 2017; Secretary, Treasurer, Chief Financial Officer and General Counsel of Keeley Investment Corp. through February 2017.

Janet L. McWilliams

25 East Erie Street

Chicago, IL 60611

YOB: 1970

Assistant Vice President and Chief Legal Officer

Since 2007

Since 2012

General Counsel and Secretary of the Adviser and Driehaus Securities LLC since 2012.

Anne S. Kochevar*

25 East Erie Street

Chicago, IL 60611

YOB: 1963

Chief Compliance Officer and Anti-Money Laundering Compliance Officer

Since 2019

Anti-Money Laundering Compliance Officer of Driehaus Securities LLC since 2019; Chief Compliance Officer of the Adviser and Driehaus Securities LLC since 2019; Chief Compliance Officer of Confluence Investment Management from January 2018 to June 2019; and Chief Compliance Officer of Henderson Global Investors U.S. from November 2014 to January 2018.

William H. Wallace, III

301 Bellevue Parkway

Wilmington, DE 19809

YOB: 1969

Secretary

Since 2015

Vice President and Manager, The Bank of New York Mellon since 2010.

Christine V. Mason

301 Bellevue Parkway

Wilmington, DE 19809

YOB: 1956

Assistant Secretary

Since 2015

Vice President and Manager, The Bank of New York Mellon since March 2018; and Senior Specialist, The Bank of New York Mellon from 2013 to March 2018.

Christina E.H. Jacobs

25 East Erie Street

Chicago, IL 60611

YOB: 1985

Assistant Secretary

Since January 2019

Senior Attorney of the Adviser since January 2019; Senior Attorney, Aegon USA Investment Management, LLC from December 2014 to January 2019; Head of Corporate Strategy and Support, Aegon USA Investment Management, LLC from April 2015 to January 2017.

 

 

*

Ms. Kochevar became Chief Compliance Officer and Anti-Money Laundering Compliance Officer on July 1, 2019, succeeding Michael R. Shoemaker.

 

The Statement of Additional Information for Driehaus Mutual Funds contains more detail about the Trust’s Trustees and officers and is available upon request, without charge. For further information, please call 1-800-560-6111.

 


49

 

 

 

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) and/or service fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the 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 month period ended December 31, 2019.

 

Actual Expenses

 

The first line of the table 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 Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. You may use this information to compare the ongoing costs of investing in the Fund 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 Active Income Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019
*

Actual

$1,000.00

$1,025.10

$6.53

Hypothetical Example, assuming a 5% return before expenses

$1,000.00

$1,018.73

$6.51

 

Driehaus Event Driven Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019
*

Actual

$1,000.00

$1,018.90

$9.26

Hypothetical Example, assuming a 5% return before expenses

$1,000.00

$1,016.04

$9.25

 

 


50

 

 

 

Fund Expense Examples (unaudited) — (Continued)

 

 

Driehaus Emerging Markets Opportunities Fund

 

 

Beginning
Account Value
July 1, 2019

Ending
Account Value
December 31, 2019

Expenses
Paid During
Six Months Ended
December 31, 2019
*

Actual

$1,000.00

$1,068.00

$5.16

Hypothetical Example, assuming a 5% return before expenses

$1,000.00

$1,020.21

$5.04

 

*

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 (184), then divided by 365 to reflect the half-year period. These amounts exclude the reduction in expenses for fees paid indirectly and may differ from the Fund’s annualized ratio shown in the Financial Highlights.

 

Driehaus Active Income Fund

1.28%

Driehaus Event Driven Fund

1.82%

Driehaus Emerging Markets Opportunities Fund

0.99%

 

 


51

 

 

 

Shareholder Information (unaudited)

 

 

TAX INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2019

 

We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements.

 

The Funds designate the following amounts as a long-term capital gain distribution:

 

Active Income Fund

 

Event Driven Fund

 

Emerging Markets
Opportunities Fund

$—

 

$—

 

$—

 

For taxable non-corporate shareholders, the following percentages of income and short-term capital gains represent qualified dividend income subject to the 15% rate category:

 

Active Income Fund

 

Event Driven Fund

 

Emerging Markets
Opportunities Fund

5.90%

 

5.31%

 

51.42%

 

For corporate shareholders, the following percentages of income and short-term capital gains qualified for the dividends-received deduction:

 

Active Income Fund

 

Event Driven Fund

 

Emerging Markets
Opportunities Fund

5.90%

 

4.21%

 

0.00%

 

 

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 1-877-779-0079. 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, 2019 is available without charge, upon request, by calling 1-877-779-0079. This information is also available on the Securities and Exchange Commission’s (“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 NPORT-EX. The Funds’ Form NPORT-EX is available electronically on the SEC’s website at http://www.sec.gov. Each Fund’s complete schedule of portfolio holdings is also available on the Funds’ website at http://www.driehaus.com.

 


52

 

 

 

Board Considerations in Connection with the Annual Review of the Investment Advisory Agreement

 

 

The Board of Trustees of the Driehaus Mutual Funds (the “Trust”), including a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) (the “Independent Trustees”), approved the renewal of the investment advisory agreement (the “Agreement”) with Driehaus Capital Management LLC (the “Adviser”) for Driehaus Active Income Fund (“LCMAX”), Driehaus Event Driven Fund (“DEVDX”), and Driehaus Emerging Markets Opportunities Fund, formerly Driehaus Multi-Asset Growth Economies Fund, (“DMAGX”) (LCMAX, DEVDX and DMAGX are each a “Fund” and collectively, the “Funds”) on September 12, 2019 for an additional one-year term ending September 30, 2020. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the Agreement. The Board reviewed comprehensive materials received from the Adviser and from independent legal counsel. The Board also received extensive information throughout the year regarding performance and operating results of each Fund. The Independent Trustees held a conference call with their independent legal counsel on in advance of September 12, 2019 to review the materials provided in response to their request and identified areas for further response by Fund management. Following receipt of further information from Fund management, the Independent Trustees, represented by independent legal counsel, met independent of Fund management to consider renewal of the Agreement for each Fund. After their consideration of all the information received, the Independent Trustees presented their findings and their recommendation to renew the Agreement at the Board meeting.

 

In connection with the contract review process, the Board considered the factors discussed below, among others. The Board also considered that the Adviser has managed each Fund for an extended period of time or since its inception, and the Board believes that a long-term relationship with a capable, conscientious adviser is in the best interests of each Fund. The Board considered, generally, that shareholders invested in each Fund, knowing that the Adviser managed the Fund and knowing the investment advisory fee schedule.

 

Nature, Quality and Extent of Services. The Board considered the nature, extent and quality of services provided under the Agreement, including portfolio management services and certain administrative services. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of the Adviser to attract and retain high-quality personnel, and the organizational depth of the Adviser. The Board also considered the Trust’s compliance with legal and regulatory requirements, as well as the Adviser’s handling of portfolio brokerage, and noted the Adviser’s process for evaluating best execution. The Board noted the Adviser’s role in overseeing the Funds’ other service providers, including the Adviser’s review of expenses. The Board considered the Adviser’s risk management strategies and the process developed by the Adviser for analyzing, reviewing and assessing risk exposure for the Funds. The Board also considered the Funds’ process for fair valuation of portfolio securities and noted the Board’s review of Fund valuation matters throughout the year.

 

The Board received and considered performance information provided for each Fund, comparing it to the performance of a peer universe of funds (the “Performance Universe”) and a peer group of funds, as applicable, compiled by Broadridge Financial Solutions (“Broadridge”) using data from Lipper Analytical Services, Inc., an independent provider of mutual fund data (“Lipper”) and to each Fund’s primary benchmark index, as identified in reports to shareholders. The Board noted the Adviser’s statements that the benchmarks for Driehaus Active Income Fund and Driehaus Event Driven Fund are more representative for long-only funds and that the HFRX Event Driven Index is more representative of Driehaus Event Driven Fund than its benchmark index. The Board noted that the Adviser represented that, because the Funds’ performance can be volatile over shorter time periods, for Funds with longer performance records, it was also meaningful to analyze the performance over rolling time periods. The Board reviewed rolling performance for Driehaus Active Income Fund and Driehaus Emerging Markets Opportunities Fund for 1-year, 3-year and 5-year returns, as applicable, over the life of each Fund relative to its benchmark and noted that, in a majority of the time periods measured, each Fund outperformed its benchmark index. The Board also reviewed rolling performance for Driehaus Event Driven Fund for 1-year, 3-year and 5-year returns, over the life of the Fund relative to the HFRX Event Driven Index and noted that, in a majority of time periods measured, the Fund outperformed the HFRX Event Driven Index.

 

The Board considered that, as of June 30, 2019, although Driehaus Active Income Fund’s performance was in the fifth quintile of its Performance Universe for the 1-, 3- and 5-year periods (the first quintile being the best performers and the fifth quintile being the worst performers), the Fund outperformed its primary benchmark index, the FTSE 3-Month T-Bill Index, for the 3- and 5-year periods. The Board also noted that Driehaus Active Income Fund met its volatility objective of being less volatile than the Bloomberg Barclays U.S. Aggregate Bond Index for the 1- and 3-year periods.

 

The Board considered that, as of June 30, 2019, Driehaus Event Driven Fund’s performance was in the first quintile of its Performance Universe for the 1- and 3-year periods, in the second quintile for the since-inception period (the Fund’s inception date was August 26, 2013) and in the third quintile of its Performance Universe for the 5-year period. The Board noted that Driehaus Event Driven Fund underperformed its primary benchmark index, the S&P 500 Index,

 


53

 

 

 

for each period reviewed. The Board considered that the Fund’s objective of a positive return over a full market cycle had been met and that the Fund’s volatility target, as measured by having a standard deviation of two-thirds or less than that of the S&P 500 Index, had been met, or was in range, for each of the 5-year, 3-year, 1-year and year-to-date periods.

 

The Board considered that, as of June 30, 2019, Driehaus Emerging Markets Opportunities Fund’s performance was in the second quintile of its Performance Universe for the 1-year period and in the first quintile of its Performance Universe for the since-inception period (the Fund’s inception date was April 10, 2017). The Board noted that Driehaus Emerging Markets Opportunities Fund outperformed its primary benchmark index, the equally weighted MSCI Emerging Markets and JPMorgan Global Bond Index Emerging Markets Global Diversified blended index, for the since-inception period.

 

On the basis of this evaluation and its ongoing review of investment results, the Board concluded that the nature, quality and extent of services provided by the Adviser supported renewal of the Agreement for each Fund.

 

Fees. The Board considered each Fund’s contractual management fee rate, operating expenses and total expense ratio as of December 31, 2018 as compared to peer expense group information based on data compiled by Broadridge using data from Lipper as of the most recent fiscal year end of each fund in the peer group (with the fifth quintile being the highest fee). The Board noted that Driehaus Emerging Markets Opportunities Fund’s contractual management fee rate was in the third quintile of its peer group, that Driehaus Active Income Fund’s contractual management fee rate was in the third quintile of its peer group and equal to its peer group median and that Driehaus Event Driven Fund’s contractual management fee rate was in the second quintile of its peer group. In addition, the Board considered the expense reimbursement arrangement with the Adviser for Driehaus Emerging Markets Opportunities Fund and that the Adviser implemented a new advisory fee schedule, effective May 1, 2019, which lowered the Fund’s advisory fee rate to 0.90%.

 

The Board also considered that for the fiscal year ended December 31, 2018, Driehaus Active Income Fund’s total expense ratio was in the first quintile of its peer group and Driehaus Event Driven Fund’s and Driehaus Emerging Markets Opportunities Fund’s total expense ratios were in the fifth quintile of their respective peer groups. The Board noted the limited number of peers included in Driehaus Event Driven Fund’s peer group and the narrow margin among the total expense ratios of the Fund’s peer group, which resulted in the Fund’s total expense ratio of 1.566% being in the fifth quintile despite the peer group’s median total expense ratio of 1.440%. As to the Driehaus Emerging Markets Opportunities Fund, the Board noted that the Fund’s total expense ranking was in part driven by the non-management expenses (including transfer agent, custodian and other non-management fee expenses), which reflected the small size of the Fund. The Board also considered Driehaus Event Driven Fund’s advisory fee rate as compared to the fee charged by the Adviser for a similar sub-advised unaffiliated mutual fund. The Board noted that the mix of services provided, the level of responsibility, the legal, reputational and regulatory risks and the resources required under the Agreement were significantly greater as compared to the Adviser’s obligations for sub-advising the other mutual funds. In considering the reasonableness of the advisory fees, the Board took into account the Adviser’s substantial human and technological resources devoted to investing for the Funds and the assets under management in each Fund. In addition, the Board noted that the Adviser’s directed brokerage program had resulted in a total of approximately $33,000 in directed brokerage credits during calendar year 2018, which were used to reduce expenses of the Funds.

 

On the basis of the information reviewed, the Board concluded that the advisory fee schedule for each Fund was reasonable in light of the nature and quality of services provided by the Adviser.

 

Profitability. The Board reviewed information regarding revenues received by the Adviser under the Agreement from each Fund and discussed the Adviser’s methodology in allocating its costs to the management of the Funds. The Board considered the estimated costs to the Adviser of managing the Funds. The Board also noted that the Funds do not have a Rule 12b-1 fee and that the Adviser’s affiliate, Driehaus Securities LLC (“DS LLC”), serves as distributor of the Funds without compensation, that DS LLC provides compensation to intermediaries for shareholder services and for distribution of the Funds’ shares, and that DS LLC is reimbursed by Driehaus Active Income Fund and Driehaus Event Driven Fund under a Shareholder Services Plan (the “Plan”) for certain amounts paid for shareholder services covered under the Plan. The Board concluded that, based on the profitability calculated for the Trust as well as for the Funds individually, profitability was not excessive in light of the nature, extent and quality of the services provided to the Funds.

 

Economies of Scale. In considering the reasonableness of the advisory fee, the Board considered whether there are economies of scale with respect to the management of the Funds and whether the Funds benefit from any such economies of scale. Given the current size of the Funds and the capacity constraints of their investment styles, as well as the fee reduction for the Driehaus Emerging Markets Opportunities Fund, the Board concluded that the advisory fee rates under the Agreement are reasonable and reflect an appropriate sharing of any such economies of scale.

 


54

 

 

 

Other Benefits to the Adviser and its Affiliates. The Board also considered the character and amount of other incidental benefits received by the Adviser and its affiliates. The Board noted that payments to DS LLC under the Plan are in reimbursement of payments made to intermediaries for shareholder services. The Board also considered benefits to the Adviser related to soft dollar allocations. The Board concluded that the advisory fees were reasonable in light of any fall-out benefits.

 

Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Agreement continue to be fair and reasonable and that the continuation of the Agreement is in the best interests of each Fund. No single factor was determinative in the Board’s analysis.

 


55

 

 

 

DRH-AR2019

 

 

 

Item 2. Code of Ethics.

 

(a)The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)No response required.

 

(c)There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d)The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item.

 

(e)Not applicable.

 

(f)The registrant’s Code of Ethics for Principal Executive and Financial Officers was filed as Exhibit 12(a)(1) to the registrant’s Certified Shareholder Report on Form N-CSR, Accession Number 0001193125-12-093739, on March 2, 2012, and is incorporated herein by reference.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s Board of Trustees has designated Dawn M. Vroegop as an audit committee financial expert. Ms. Vroegop is “independent,” as defined by this Item 3.

 

Item 4. Principal Accountant Fees and Services.

 

(a)Audit Fees

 

For the fiscal years ended December 31, 2019 and 2018, Ernst & Young LLP, the registrant’s principal accountant (“E&Y”), billed the registrant $376,800 and $418,800, respectively, for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

 

(b)Audit-Related Fees

 

For the fiscal years ended December 31, 2019 and 2018, E&Y billed the registrant $0 and $0, respectively, for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and that are not reported above.

 

 

 

For engagements that Driehaus Capital Management LLC, the registrant’s investment adviser (“DCM”), or Driehaus Securities LLC, the registrant’s distributor (“DS”), entered into with E&Y for fiscal years 2019 and 2018, E&Y provided no audit-related services to DCM or DS that were for engagements directly related to the registrant’s operations and financial reporting.

 

(c)Tax Fees

 

For the fiscal years ended December 31, 2019 and 2018, E&Y billed the registrant $113,375 and $94,505 respectively, for professional services rendered for tax compliance, tax advice, and tax planning. Such services consisted of review of the registrant’s income tax returns and tax distribution requirements and analysis related to passive foreign investment company status. The Audit Committee pre-approved all tax services that E&Y provided to the registrant.

 

For fiscal years 2019 and 2018, E&Y provided no tax services to DCM or DS that were for engagements directly related to the registrant’s operations and financial reporting.

 

(d)All Other Fees

 

For the fiscal years ended December 31, 2019 and 2018, E&Y billed the registrant $0 and $0, respectively, for products and services provided, other than the services reported above.

 

For fiscal years 2019 and 2018, E&Y provided no other services to DCM or DS that were for engagements directly related to the registrant’s operations and financial reporting.

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures

 

Pursuant to registrant’s Audit Committee Charter (the “Charter”), the Audit Committee is responsible for pre-approving any engagement of the principal accountant to provide non-prohibited services to the registrant, including the fees and other compensation to be paid to the principal accountant, to the extent required by Rule 2-01(c)(7) of Regulation S-X. The Chairperson of the Audit Committee may grant pre-approval for such engagements of $5,000 or less. All such delegated pre-approvals will be presented to the Audit Committee no later than the next Audit Committee meeting.

 

Pursuant to the Charter, the Audit Committee is also responsible for pre-approving any engagement of the principal accountant, including the fees and other compensation to be paid to the principal accountant, to provide non-audit services to the registrant’s investment adviser (or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant), if the engagement relates directly to the operations and financial reporting of the registrant, to the extent required by Rule 2-01(c)(7) of Regulation S-X. The Chairperson of the Audit Committee may grant pre-approval for engagements of $5,000 or less. All such delegated pre-approvals will be presented to the Audit Committee no later than the next Audit Committee meeting.

 

(e)(2)The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X is 0%.

 

(f)Not applicable.

 

 

 

(g)Non-Audit Fees

 

For the fiscal years ended December 31, 2019 and 2018, E&Y billed the registrant $113,375 and $94,505, respectively, in aggregate non-audit fees. For the fiscal years ended December 31, 2019 and 2018, E&Y billed DCM or DS $0 and $0, respectively, in aggregate non-audit fees.

 

(h)Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

 

Item 11. Controls and Procedures.

 

(a)The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

 

 

(b)There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13. Exhibits.

 

(a)(1)Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2, was filed as Exhibit 12(a)(1) to the registrant’s Form N-CSR, on March 2, 2012 (Accession No. 0001193125-12-093738), and is incorporated herein by reference.

 

(a)(2)Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

(a)(3)Not applicable.

 

(a)(4)Not applicable.

 

(b)Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) are attached hereto.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Driehaus Mutual Funds    
       
By (Signature and Title)* /s/Stephen T. Weber  
  Stephen T. Weber, President  
    (principal executive officer)  
       
Date March 4, 2020    
       
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
By (Signature and Title)* /s/Stephen T. Weber  
  Stephen T. Weber, President  
    (principal executive officer)  
       
Date March 4, 2020    
       
By (Signature and Title)* /s/Robert M. Kurinsky  
  Robert M. Kurinsky, Vice President and Treasurer  
    (principal financial officer)  
       
Date March 4, 2020    

 

*Print the name and title of each signing officer under his or her signature.