EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT (the "Agreement"), effective
as of August 21, 2017 by and between Driehaus Capital Management
LLC, a Delaware limited liability company (the "Adviser"), and
Driehaus Mutual Funds (the "Trust"), on behalf of the Driehaus
Small Cap Growth Fund series of the Trust (the "Fund").
WHEREAS, the Trust is a Delaware statutory trust, and is
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management company of the
series type, and the Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an
Investment Advisory Agreement dated September 25, 1996, as
amended by a letter agreement dated August 1, 2017 ("Advisory
Agreement"), pursuant to which the Adviser provides investment
management services to the Fund for compensation based on the
value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Adviser have determined that it
is appropriate and in the best interests of the Fund and its
shareholders to maintain the expenses of each class of the Fund
at a level below the level to which such class of the Fund may
otherwise be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the
ordinary operating expenses incurred by each class of the Fund
for the three-year period beginning on the effective date listed
above (the "Expense Limit Period"), including but not limited to
investment advisory fees of the Adviser, but excluding interest,
taxes, brokerage commissions, dividends and interest on short
sales, other investment-related costs and extraordinary
expenses, such as litigation and other expenses not incurred in
the ordinary course of the Fund's business ("Fund Operating
Expenses"), exceed the Operating Expense Limit, as defined in
Section 1.2 below, such excess amount (the "Excess Amount")
shall be the liability of the Adviser to the extent set forth in
this Agreement.
1.2 Operating Expense Limit. The Operating Expense Limit
with respect to the Investor class shares of the Fund shall be
1.20% (annualized) of the average daily net assets of the Fund
attributable to such class. The Operating Expense Limit with
respect to the Institutional class shares of the Fund shall be
0.95% (annualized) of the average daily net assets of the Fund
attributable to such class.
1.3 Duration of Operating Expense Limit. The Operating
Expense Limit with respect to each class of the Fund shall
remain in effect during the term of this Agreement.
1.4 Method of Computation. To determine the Adviser's
obligation with respect to the Excess Amount, each day the Fund
Operating Expenses for each class of the Fund shall be
annualized. If the annualized Fund Operating Expenses for any
day for any class of the Fund exceed the Operating Expense Limit
of the respective class of the Fund, the Adviser shall waive or
reduce its investment advisory fee or absorb the other Fund
expenses applicable to such class in an amount sufficient to pay
that day's Excess Amount. The Trust may offset amounts owed to
the Fund pursuant to this Agreement against the advisory fee
payable to the Adviser. Furthermore, to the extent that the
Excess Amount exceeds such waived or reduced investment advisory
fees, the Adviser may voluntarily reimburse the Fund for any
operating expenses.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE
REIMBURSEMENTS.
If on any day during which the Advisory Agreement is in
effect, the estimated annualized Fund Operating Expenses for
that day are less than the Operating Expense Limit for either
class, the Adviser shall be entitled to reimbursement by such
class of the investment advisory fees waived or reduced, and any
other expense reimbursements or similar payments remitted by the
Adviser to the Fund pursuant to Section 1 hereof (the
"Reimbursement Amount") during the Expense Limit Period to the
extent that the Fund's annualized Operating Expenses plus the
amount so reimbursed equals, for such day, the Operating Expense
Limit for such class, provided that such amount paid to the
Adviser will in no event exceed the total Reimbursement Amount
and will not include any amounts previously reimbursed.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall terminate upon the earlier of
termination of the Advisory Agreement or on expiration of the
Expense Limit Period. The obligation of the Adviser under
Section 1 of this Agreement and of the Fund under Section 2 of
this Agreement shall survive the termination of the Agreement
solely as to expenses and obligations incurred prior to the date
of such termination.
4. MISCELLANEOUS.
4.1 Captions. The captions in this Agreement are included
for convenience of reference only and in no other way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
4.2 Interpretation. Nothing herein contained shall be
deemed to require the Trust or the Fund to take any action
contrary to the Trust's Amended and Restated Declaration of
Trust or Amended and Restated By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of
Trustees of its responsibility for and control of the conduct of
the affairs of the Trust or the Fund.
4.3 Definitions. Any question of interpretation of any
term or provision of this Agreement, including but not limited
to the investment advisory fee, the computations of net asset
values, and the allocation of expenses, having a counterpart in
or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning
as and be resolved by reference to such Advisory Agreement or
the 1940 Act.
4.4 Amendments. This Agreement may be amended only by a
written agreement signed by each of the parties hereto.
4.5 Limitation of Liability. This Agreement is executed
by or on behalf of the Trust, and the Adviser is hereby
expressly put on notice of the limitation of shareholder
liability as set forth in the Amended and Restated Declaration
of Trust of the Trust and agrees that the obligations assumed by
the Trust pursuant to this Agreement shall be limited in all
cases to the Trust and its assets, and Adviser shall not seek
satisfaction of any such obligations from the trustees, officers
or shareholders of the Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be signed by their respective officers thereunto duly
authorized and their respective corporate seals to be hereunto
affixed, as of the day and year first above written.
DRIEHAUS MUTUAL FUNDS
On behalf of Driehaus Small
Cap Growth Fund
By: /s/ Xxxxxxxx X. Xxxxxx
____
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President and Treasurer
DRIEHAUS CAPITAL MANAGEMENT
LLC
By: /s/ Xxxxxxx X. Xxxxxxx
___
Name: Xxxxxxx X. Xxxxxxx
Title: Interim President
and Chief Executive Officer
