0000950123-11-075442 Sample Contracts

AGREEMENT AND PLAN OF EXCHANGE
Agreement and Plan of Exchange • August 10th, 2011 • Driehaus Mutual Funds • Delaware

AGREEMENT AND PLAN OF EXCHANGE, dated May 23, 2011 (the “Agreement”), among Driehaus Emerging Markets Small Cap Growth Fund, L.P., a Delaware limited partnership (the “Partnership”), Driehaus Mutual Funds, a Delaware statutory trust (the “Trust”), on behalf of Driehaus Emerging Markets 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 • August 10th, 2011 • Driehaus Mutual Funds

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of August __, 2011 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 Emerging Markets Small Cap Growth Fund series of the Trust (the “Fund”).

Re: Subscription Agreement for Shares of the Driehaus Emerging Markets Small Cap Growth Fund (the “Fund”) of the Driehaus Mutual Funds (the “Trust”)
Driehaus Mutual Funds • August 10th, 2011

This share is not being purchased with a present intent of distributing or reselling the same to the public and will be held for investment purposes only.

FORM OF LETTER AGREEMENT
Form of Letter Agreement • August 10th, 2011 • Driehaus Mutual Funds

This Agreement is made as of this ___ day of August, 2011 between DRIEHAUS MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), and DRIEHAUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

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