0000950137-07-013899 Sample Contracts

AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • September 7th, 2007 • Driehaus Mutual Funds • Delaware

AGREEMENT AND PLAN OF EXCHANGE, dated August 1, 2007 (the “Agreement”), among Driehaus International Opportunities Fund, L.P., a Delaware limited partnership (the “Partnership”), Driehaus Mutual Funds, a Delaware statutory trust (the “Trust”), on behalf of Driehaus International Small Cap Growth Fund (the “Fund”), Driehaus Capital Management (USVI) LLC, a Delaware limited liability company (the “General Partner”), and Driehaus Capital Management LLC, a Delaware limited liability company (the “Adviser”).

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FORM OF EXPENSE LIMITATION AGREEMENT
Form of Expense Limitation Agreement • September 7th, 2007 • Driehaus Mutual Funds
AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • September 7th, 2007 • Driehaus Mutual Funds

THIS AMENDMENT (this “Amendment”) to the Transfer Agency Services Agreement (the “Agreement”) by and between PFPC INC., a Massachusetts corporation (“PFPC”), and the undersigned investment company (the “Fund”) is made as of March 1, 2007. Capitalized terms used but not defined herein shall have the same meaning as in the Agreement.

FORM OF LETTER AGREEMENT
Form of Letter Agreement • September 7th, 2007 • Driehaus Mutual Funds

This Agreement is made as of this 17th day of September 2007 between DRIEHAUS MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), and DRIEHAUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 7th, 2007 • Driehaus Mutual Funds

This Amendment to the EXPENSE LIMITATION AGREEMENT (the “Agreement”) dated August 1, 2007 is entered into by DRIEHAUS CAPITAL MANAGEMENT LLC (the “Adviser”) and DRIEHAUS MUTUAL FUNDS (the “Trust”), on behalf of the Driehaus International Equity Yield Fund series of the Trust (the “Fund”).

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