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Exhibit 5b
LETTER AGREEMENT
Driehaus Mutual Funds
00 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
This Agreement is made as of this 18th day of December 1997 between
DRIEHAUS MUTUAL FUNDS, a Delaware business trust (the "Trust") and DRIEHAUS
CAPITAL MANAGEMENT, INC., an Illinois corporation (the "Adviser").
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory Agreement dated September 25, 1996 (the "Advisory Agreement") under
which the Trust has agreed to retain the Adviser to render investment advisory
and management services to the Driehaus International Growth Fund (the "Initial
Portfolio"), and the Adviser has agreed to render such services to the Initial
Portfolio, together with any other Trust portfolios that may be established
later (collectively, the "Portfolios" and individually a "Portfolio");
WHEREAS, pursuant to Paragraph 2 of the Advisory Agreement, the Trust
hereby notifies the Adviser of its desire to retain the Adviser to render
investment advisory and management services to two additional portfolios to be
known as the Driehaus Asia Pacific Growth Fund and the Driehaus Emerging
Markets Growth Fund (the "New Portfolios"); and
WHEREAS, by signing this Agreement below, the Adviser agrees to render
such services, whereupon the New Portfolios shall become Portfolios under the
Advisory Agreement.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the Trust and the Adviser agree as follows:
1. The Trust hereby appoints the Adviser as investment adviser
and manager for the New Portfolios under the Advisory Agreement and the
Adviser hereby accepts such appointment and agrees to perform the
services and duties set forth in the Advisory Agreement on the terms
set forth therein, except as otherwise provided in this Agreement.
2. This Agreement shall become effective as of the date first
above written and, unless sooner terminated as provided in Paragraph 9
of the Advisory Agreement, shall continue until September 30, 1998.
Thereafter, this Agreement will be extended with respect to a
particular New Portfolio for successive one-year periods ending on
September 30 of each year, subject to the provisions of Paragraph 9 of
the Advisory Agreement.
3. For the services provided and the expenses assumed under
this Agreement, the Trust shall pay the Adviser a fee, computed daily
and payable monthly, at an annual rate of 1.5% of average daily net
assets of each New Portfolio. For the month and year in which this
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Agreement becomes effective or terminates, there shall be an
appropriate proration of such fee on the basis of the number of days
that the Agreement is in effect during the month and year,
respectively.
4. All the other terms and conditions of the Advisory Agreement
shall remain in full effect.
5. This Agreement is hereby incorporated by reference into the
Advisory Agreement and is made a part thereof. In case of a conflict
between this Agreement and the Advisory Agreement, the terms of the
Advisory Agreement are controlling.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement
to be executed as of the day and year first above written.
DRIEHAUS MUTUAL FUNDS
By: ___________________________________
Xxxxxx X. Xxxxx
Senior Vice President
ATTEST: ___________________________
Xxxx X. Xxxxx
Secretary
DRIEHAUS CAPITAL MANAGEMENT, INC.
By: ___________________________________
Xxxxxx X. Xxxxx
President
ATTEST: ___________________________
Xxxx X. Xxxxx
Secretary
