0000950137-09-002898 Sample Contracts

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 14th, 2009 • Driehaus Mutual Funds

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 Mid Cap Growth Fund series of the Trust (the “Fund”).

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AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • April 14th, 2009 • Driehaus Mutual Funds • Delaware

AGREEMENT AND PLAN OF EXCHANGE, dated February 24, 2009 (the “Agreement”), among Driehaus Large Cap Growth Fund, L.P., a Delaware limited partnership (the “Partnership”), Driehaus Mutual Funds, a Delaware statutory trust (the “Trust”), on behalf of Driehaus Large 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”).

FORM OF LETTER AGREEMENT
Letter Agreement • April 14th, 2009 • Driehaus Mutual Funds

This Agreement is made as of this ___ day of April 2009 between DRIEHAUS MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), and DRIEHAUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • April 14th, 2009 • Driehaus Mutual Funds • Delaware

AGREEMENT AND PLAN OF EXCHANGE, dated February 24, 2009 (the “Agreement”), among Driehaus Institutional Mid Cap, L.P., a Delaware limited partnership, Driehaus Mid Cap Investors, L.P., a Delaware limited partnership (each a “Partnership,” together the “Partnerships”), Driehaus Mutual Funds, a Delaware statutory trust (the “Trust”), on behalf of Driehaus Mid 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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