FORM OF EXPENSE LIMITATION AGREEMENT
Exhibit 23(h)(xviii)
FORM OF EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of , 2009 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 Large 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 (“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 the Fund at a level below
the level to which 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 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, 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 in any year with respect to
the Fund shall be 1.75% (annualized) of the average daily net assets of the Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with respect to
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 the Fund shall be annualized. If the
annualized Fund Operating Expenses for any day of the Fund exceed the Operating Expense Limit of
the Fund, the Adviser shall waive or reduce its investment advisory fee or absorb the other Fund
expenses 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 of the Fund for that day are less than the Operating Expense Limit, the Adviser
shall be entitled to reimbursement by the Fund 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 any of the first three years
subsequent to the Fund’s commencement of operations to the extent that the Fund’s annualized
Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit,
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 Trust 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 Declaration of Trust, as amended, 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 Declaration of Trust, as amended, of the Trust and agrees that the obligations
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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 | ||||||
| By: | ||||||
| Name: Xxxxxxxx X. Xxxxxx | ||||||
| Title: Vice President and Treasurer | ||||||
| DRIEHAUS CAPITAL MANAGEMENT LLC | ||||||
| By: | ||||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: President and Chief Executive Officer | ||||||
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