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Driehaus Mutual Funds · 497 · On 12/28/98

Filed On 12/28/98 · SEC File 333-05265 · Accession Number 950124-98-7729

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

12/28/98  Driehaus Mutual Funds             497                    1:37                                     Bowne of Detroit...01/FA

Definitive Material · Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Prospectus                                 37    193K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Redemption Policies Backup Withholding Currency Hedging Custodian Derivatives Distributions and Taxes Dividend and Account Policies Driehaus Asia Pacific Growth Fund Driehaus Asia Pacific Growth Fund Summary Driehaus Emerging Markets Growth Fund Driehaus Emerging Markets Growth Fund Summary Driehaus European Opportunity Fund Driehaus European Opportunity Fund Summary Driehaus International Discovery Fund Driehaus International Discovery Fund Summary Driehaus International Growth Fund Driehaus International Growth Fund Summary Execution of Requests Funds, The How to Purchase Shares How to Redeem Shares Investment Objectives and Principal Investment Strategies Investment Philosophy Management of the Funds Net Asset Value Opening An Account Overview Portfolio Investments and Other Risk Considerations Purchases Through Third Parties Related Risks Shareholder Information Telephonic Redemption The Funds
1	1st Page
"	Driehaus International Growth Fund
3	Overview
4	Driehaus International Growth Fund Summary
8	Driehaus International Discovery Fund Summary
10	Driehaus European Opportunity Fund Summary
12	Driehaus Asia Pacific Growth Fund Summary
15	Driehaus Emerging Markets Growth Fund Summary
18	The Funds
"	Investment Philosophy
"	Investment Objectives and Principal Investment Strategies
19	Driehaus International Discovery Fund
20	Driehaus European Opportunity Fund
"	Driehaus Asia Pacific Growth Fund
21	Driehaus Emerging Markets Growth Fund
22	Related Risks
24	Portfolio Investments and Other Risk Considerations
"	Currency Hedging
25	Derivatives
28	Management of the Funds
29	Custodian
30	Shareholder Information
"	Net Asset Value
"	Opening An Account
"	How to Purchase Shares
31	Purchases Through Third Parties
32	How to Redeem Shares
"	Additional Redemption Policies
"	Telephonic Redemption
33	Execution of Requests
"	Dividend and Account Policies
"	Distributions and Taxes
34	Backup Withholding

497 1st Page of 37 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...

DRIEHAUS INTERNATIONAL LOGO
DRIEHAUS MUTUAL FUNDS
25 East Erie Street
Chicago, Illinois 60611
1-800-560-6111

DRIEHAUS INTERNATIONAL GROWTH FUND
DRIEHAUS INTERNATIONAL DISCOVERY FUND
DRIEHAUS EUROPEAN OPPORTUNITY FUND
DRIEHAUS ASIA PACIFIC GROWTH FUND
DRIEHAUS EMERGING MARKETS GROWTH FUND
---------------------------------------------------------

PROSPECTUS

December 23, 1998

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

497 2nd Page of 37 TOC 1st Previous Next Bottom Just 2nd

TABLE OF CONTENTS
--------------------------------------------------------------------------------

· Download Table

OVERVIEW.................................................... 1
DRIEHAUS INTERNATIONAL GROWTH FUND SUMMARY.................. 2
DRIEHAUS INTERNATIONAL DISCOVERY FUND SUMMARY............... 6
DRIEHAUS EUROPEAN OPPORTUNITY FUND SUMMARY.................. 8
DRIEHAUS ASIA PACIFIC GROWTH FUND SUMMARY................... 10
DRIEHAUS EMERGING MARKETS GROWTH FUND SUMMARY............... 13
THE FUNDS................................................... 16
Investment Philosophy................................... 16
Investment Objectives and Principal Investment
Strategies............................................. 16
DRIEHAUS INTERNATIONAL GROWTH FUND................. 16
DRIEHAUS INTERNATIONAL DISCOVERY FUND.............. 17
DRIEHAUS EUROPEAN OPPORTUNITY FUND................. 18
DRIEHAUS ASIA PACIFIC GROWTH FUND.................. 18
DRIEHAUS EMERGING MARKETS GROWTH FUND.............. 19
Related Risks........................................... 20
Portfolio Investments and Other Risk Considerations..... 22
MANAGEMENT OF THE FUNDS..................................... 26
SHAREHOLDER INFORMATION..................................... 28
NET ASSET VALUE......................................... 28
OPENING AN ACCOUNT...................................... 28
HOW TO PURCHASE SHARES.................................. 28
PURCHASES THROUGH THIRD PARTIES......................... 29
HOW TO REDEEM SHARES.................................... 30
ADDITIONAL REDEMPTION POLICIES.......................... 30
EXECUTION OF REQUESTS................................... 31
DIVIDEND AND ACCOUNT POLICIES........................... 31
DISTRIBUTIONS AND TAXES................................. 31

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OVERVIEW
--------------------------------------------------------------------------------

GOAL OF THE DRIEHAUS MUTUAL FUNDS

Each of the Driehaus Mutual Funds strives to increase the value of your
investment (capital appreciation). In other words, each Fund tries to buy stocks
with a potential to appreciate in price. Each Fund has its own strategy for
achieving this goal with a related risk/return profile but employs common growth
techniques. Because stock markets in general, and the individual securities
purchased by the Funds, go down in price as well as up, you may lose money
investing in these Funds. So please review all the disclosure information
carefully.

WHO MAY WANT TO INVEST IN THE FUNDS

These international growth funds may be an appropriate investment for you
if you:

- Are investing with long-term goals in mind (such as retirement or
funding a child's education, which may be many years in the future)

- Are willing to accept higher short-term risk in exchange for
potential higher long-term returns

- Are not looking for current income

- Want to diversify your portfolio

- Want to complement your U.S. holdings through equity investments in
countries outside the United States

- Can tolerate the increased price volatility, currency fluctuations
and other risks associated with non-U.S. securities

- Are prepared to receive taxable long-term and short-term capital
gains

THE DRIEHAUS MUTUAL FUNDS ADVISER

Each of the Driehaus Mutual Funds is managed by Driehaus Capital
Management, Inc., a registered investment adviser founded in 1982. The Adviser
currently manages more than $2 billion.

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DRIEHAUS INTERNATIONAL GROWTH FUND SUMMARY
--------------------------------------------------------------------------------

GOAL AND STRATEGY

The Driehaus International Growth Fund seeks to maximize capital
appreciation. To do so, the Fund invests in the stocks of foreign companies.
Under normal market conditions, the Fund invests substantially all (no less than
65%) of its assets in at least three countries other than the United States. The
Fund may invest a substantial portion of its assets in emerging markets from
time to time.

The Fund uses a growth style of investment by investing in stocks which the
Adviser believes have some or all the following characteristics:

- Demonstrated sales growth and earnings

- Improved sales outlook or opportunities

- Dominant products or market niches

- Cost restructuring programs which are expected to positively affect
company earnings

- Increased order backlogs, new product introductions, or industry
developments which are expected to positively affect company
earnings

The Adviser also considers macroeconomic information and technical
information in evaluating stocks and countries for investment.

PORTFOLIO SECURITIES

The Fund invests primarily in the equity securities of foreign companies.
In general, the Fund invests in companies with market capitalization of over
$300 million and will not invest in securities of issuers with market
capitalizations of less than $200 million.

PRINCIPAL RISK FACTORS

This is an international fund and therefore all the risks of foreign
investment are present:

- Fluctuation in exchange rates of foreign currencies and risks of
devaluation

- Less complete and reliable information about foreign companies

- Less government supervision of some foreign securities markets

- Restrictions on foreign investment and repatriation of capital

- Less liquidity

- Greater volatility

- Emerging market risk such as limited trading volume, expropriation,
devaluation or other adverse political or social developments

- Political instability

- Foreign economic problems like the Asian and Emerging Market crises

- The new "Euro" and the uncertainty of the readiness of the financial
markets for this new currency

- Lower responsiveness of foreign management to shareholder concerns

This is a nondiversified fund; compared to other funds, this Fund may
invest a greater percentage of assets in a particular issuer or a small number
of issuers. As a consequence, the Fund may be subject to greater risks and
larger losses than diversified funds.

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PERFORMANCE

The Fund's returns will vary, and you could lose money. The information
below provides an illustration of how the Fund's performance has varied over
time. The bar chart depicts the change in the Fund's performance from
year-to-year during the years indicated. The table compares the Fund's average
annual total returns for the periods indicated to a broad-based securities
market index. The Fund's past performance does not necessarily indicate how it
will perform in the future.

ANNUAL RETURNS FOR THE YEARS ENDED DECEMBER 31*

PERFORMANCE CHART

· Download Table

1991 1992 1993 1994 1995 1996 1997
--------------------------------------------------------------------------------

21.97 8.45 74.42 -12.82 19.04 24.91 13.58

As of September 30, 1998, the Fund's year-to-date return was 10.67%. During
the period shown in the bar chart, the highest return for a quarter was 26.13%
(quarter ended 12/31/93) and the lowest return for a quarter was -14.06%
(quarter ended 3/31/94).

AVERAGE ANNUAL TOTAL RETURNS
(periods ended December 31, 1997)

· Download Table

INTERNATIONAL EAFE
GROWTH FUND* INDEX**
------------- -------

1 Year......................................... 13.58% 1.78%
5 Years........................................ 20.76% 11.39%
Since Inception (July 1, 1990)................. 15.99% 5.28%

-------------------
* The Driehaus International Growth Fund's performance data includes the
restated performance of the Driehaus International Large Cap Fund, L.P. (the
"Partnership") for the periods before the Fund's registration statement
became effective on October 28, 1996. The Partnership, which was established
on July 1, 1990, was managed following substantially the same objective,
policies and philosophies as are currently followed by the Driehaus
International Growth Fund. The Driehaus International Growth Fund succeeded
to the Partnership's assets on October 28, 1996. The Partnership was not
registered under the Investment Company Act of 1940 ("1940 Act") and thus was
not subject to certain investment and operational restrictions that are
imposed by the 1940 Act. If the Partnership had been registered under the
1940 Act, its performance may have been adversely affected. The Partnership's
performance was restated to reflect estimated expenses of the Driehaus
International Growth Fund.

** The Morgan Stanley Capital International Europe, Australia and Far East Index
(the "EAFE Index"). The EAFE Index is a widely recognized benchmark of
non-U.S. stock markets. It is an unmanaged index composed of a sample of
companies representative of the market structure of 17 European and Pacific
Basin countries.

INVESTOR EXPENSES

SHAREHOLDER FEES. All Driehaus Mutual Funds are no-load investments, so you
will not pay any shareholder fees (such as sales loads, redemption fees or
exchange fees) when you buy or sell shares of the Fund. However, there is a $25
charge for payments of redemption proceeds by wire (which may be waived for
certain financial institutions).

ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder accounts,
shareholder servicing, accounting and other services. You do not pay these fees
directly but, as the Example shows, these costs are borne indirectly by
shareholders.

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FEES AND EXPENSES OF THE FUND. This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund.

· Download Table

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge Imposed on Purchases................... None
Maximum Deferred Sales Charge............................... None
Maximum Sales Charge Imposed on Reinvested Dividends........ None
Redemption Fee.............................................. None
Exchange Fee................................................ None
Maximum Account Fee......................................... None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee.............................................. 1.50%
Other Expenses.............................................. 0.38%
----
Total Annual Fund Operating Expenses........................ 1.88%
====

EXAMPLE: This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes
that your investment has a 5% return each year and that the Fund's operating
expenses remain the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

· Enlarge/Download Table

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

International Growth Fund................................... $197 $610 $1,046 $2,257

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FINANCIAL HIGHLIGHTS -- DRIEHAUS INTERNATIONAL GROWTH FUND
--------------------------------------------------------------------------------

This table is intended to help you understand the Fund's financial
performance for the period of the Fund's operations. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Arthur Andersen LLP, whose
report, along with the Fund's financial statements, are included in the annual
report, which is available upon request.

· Enlarge/Download Table

PERIOD FROM
OCTOBER 28, 1996(1)
YEAR ENDED THROUGH
AUGUST 31, 1998 AUGUST 31, 1997
--------------- -------------------

Net asset value, beginning of period........................ $ 11.90 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss.................................... (0.07) (0.05)
Net gains on investments (both realized and
unrealized).......................................... 1.77 1.95
-------- --------
Total income from investment operations........... 1.70 1.90
-------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income................... 0.00 0.00
Distributions from capital gains....................... (1.21) 0.00
Returns of capital..................................... 0.00 0.00
-------- --------
Total distributions............................... (1.21) 0.00
-------- --------
Net asset value, end of period.............................. $ 12.39 $ 11.90
======== ========
Total return................................................ 16.50% 19.00%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)...................... $229,088 $180,545
Ratio of expenses to average net assets(4)................ 1.88% 2.11%(3)
Ratio of net investment loss to average net assets(4)..... (0.54)% (0.67)%(3)
Portfolio turnover rate................................... 219.78% 380.02%(2)

-------------------
(1) Commencement of operations.

(2) Not annualized.

(3) Such ratios are after transfer agent fee waivers. PFPC Inc. the
administrative agent and transfer agent, waived a portion of its fees.

(4) Annualized.

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DRIEHAUS INTERNATIONAL DISCOVERY FUND SUMMARY
--------------------------------------------------------------------------------

GOAL AND STRATEGY

The Driehaus International Discovery Fund seeks to maximize capital
appreciation. To do so, the Fund generally invests in the stocks of foreign
companies with market capitalizations of less than $1 billion. Under normal
market conditions, the Fund invests substantially all (no less than 65%) of its
assets in at least three different countries other than the United States. The
Fund may invest a substantial portion of its assets in emerging markets from
time to time.

The Fund uses a growth style of investment by investing in stocks which the
Adviser believes have some or all of the following characteristics:

- Demonstrated sales growth and earnings

- Improved sales outlook or opportunities

- Dominant products or market niches

- Cost restructuring programs which are expected to positively affect
company earnings

- Increased order backlogs, new product introductions, or industry
developments which are expected to positively affect company
earnings

The Adviser also considers macroeconomic information and technical
information in evaluating stocks and countries for investment.

PORTFOLIO SECURITIES

The Fund invests primarily in the equity securities of small foreign
companies. In general, the Fund invests in companies with market capitalization
of less than $1 billion. The Fund may purchase companies with less than three
years trading history.

PRINCIPAL RISK FACTORS

This is an international fund and therefore all the risks of foreign
investment are present:

- Fluctuation in exchange rates of foreign currencies and risks of
devaluation

- Less complete and reliable information about foreign companies

- Less government supervision of some foreign securities markets

- Restrictions on foreign investment and repatriation of capital

- Less liquidity

- Greater volatility

- Political instability

- Emerging market risk such as limited trading volume, expropriation,
devaluation or other adverse political or social developments

- Foreign economic problems like the Asian and Emerging Market crises

- The new "Euro" and the uncertainty of the readiness of the financial
markets for this new currency

- Lower responsiveness of foreign management to shareholder concerns

497 9th Page of 37 TOC 1st Previous Next Bottom Just 9th

Some emerging markets are currently experiencing a currency crisis and
there is some risk of a spreading crisis. This crisis has caused some countries
to institute currency reform measures which inhibit the free flow of currency
out of their country.

The Fund invests in companies that are smaller, less established, with less
liquid markets for their stock and therefore may be riskier investments.

INVESTOR EXPENSES

FEES AND EXPENSES OF THE FUND. This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund.

· Download Table

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge Imposed on Purchases................. None
Maximum Deferred Sales Charge............................. None
Maximum Sales Charge Imposed on Reinvested Dividends...... None
Redemption Fee............................................ None
Exchange Fee.............................................. None
Maximum Account Fee....................................... None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee............................................ 1.50%
Other Expenses............................................ 2.00%*
-----
Total Annual Fund Operating Expenses...................... 3.50%*
Accounting, Administrative and Transfer Agency
Contractual Fee Waivers..................................... (1.00)%
-----
Net Expenses................................................ 2.50%
=====

-------------------
* The Adviser has agreed to absorb other operating expenses to the extent
necessary to ensure that total annual fund operating expenses will not exceed
2.50% of average net assets during 1999. Therefore, actual "Other Expenses"
and "Total Fund Operating Expenses" are expected to be 1.00% and 2.50%,
respectively, for 1999.

· Download Table

1 YEAR 3 YEARS
------ -------

International Discovery Fund................................ $368 $1,117

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DRIEHAUS EUROPEAN OPPORTUNITY FUND SUMMARY
--------------------------------------------------------------------------------

GOAL AND STRATEGY

The Driehaus European Opportunity Fund seeks to maximize capital
appreciation. To do so, the Fund invests in the stocks of European companies.
Under normal market conditions, the Fund invests substantially all (no less than
65%) of its assets in European countries. The Fund may invest a substantial
portion of its assets in emerging markets.

The Fund uses a growth style of investment by investing in stocks which the
Adviser believes have some or all of the following characteristics:

- Demonstrated sales growth and earnings

- Improved sales outlook or opportunities

- Dominant products or market niches

- Cost restructuring programs which are expected to positively affect
company earnings

- Increased order backlogs, new product introductions, or industry
developments which are expected to positively affect company
earnings

The Adviser also considers macroeconomic information and technical
information in evaluating stocks and countries for investment.

PORTFOLIO SECURITIES

The Fund invests primarily in the equity securities of European companies.

PRINCIPAL RISK FACTORS

This is an international fund and therefore all the risks of foreign
investment are present:

- Fluctuation in exchange rates of foreign currencies

- Less complete and reliable information about foreign companies

- Less government supervision of some foreign securities markets

- Restrictions on foreign investment and repatriation of capital

- Less liquidity

- Greater volatility

- Political instability

- Emerging market risk such as limited trading volume, expropriation,
devaluation or other adverse political or social developments

- Foreign economic problems like the Asian and Emerging Market crises

- The new "Euro" and the uncertainty of the readiness of the financial
markets for this new currency

- Lower responsiveness of foreign management to shareholder concerns

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INVESTOR EXPENSES

FEES AND EXPENSES OF THE FUND. This table describes the fees and expenses
that you may pay if you buy or hold shares of the Fund.

· Download Table

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge Imposed on Purchases................. None
Maximum Deferred Sales Charge............................. None
Maximum Sales Charge Imposed on Reinvested Dividends...... None
Redemption Fee............................................ None
Exchange Fee.............................................. None
Maximum Account Fee....................................... None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee............................................ 1.50%
Other Expenses............................................ 6.10%*
-----
Total Annual Fund Operating Expenses...................... 7.60%*
Accounting, Administrative and Transfer Agency Contractual
Fee Waivers............................................ (3.60)%
-----
Net Expenses.............................................. 4.00%
=====

-------------------
* The Adviser has agreed to absorb other operating expenses to the extent
necessary to ensure that the total fund operating expenses will not exceed
2.10% of average net assets during 1999. Therefore, actual "Other Expenses"
and "Total Fund Operating Expenses" are expected to be 0.60% and 2.10%,
respectively, for 1999.

· Download Table

1 YEAR 3 YEARS
------ -------

European Opportunity Fund................................... $798 $2,323

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DRIEHAUS ASIA PACIFIC GROWTH FUND SUMMARY
--------------------------------------------------------------------------------

GOAL AND STRATEGY

The Driehaus Asia Pacific Growth Fund seeks to maximize capital
appreciation. To do so, the Fund invests in the stocks of Asia Pacific
companies. Under normal market conditions, the Fund invests substantially all
(no less than 65%) of its assets in Asia Pacific companies. The Fund invests a
substantial portion of its assets in emerging markets.

The Fund uses a growth style of investment by investing in stocks which the
Adviser believes have some or all of the following characteristics:

- Demonstrated sales growth and earnings

- Improved sales outlook or opportunities

- Dominant products or market niches

- Cost restructuring programs which are expected to positively affect
company earnings

- Increased order backlogs, new product introductions, or industry
developments which are expected to positively affect company
earnings

The Adviser also considers macroeconomic information and technical
information in evaluating stocks and countries for investment.

PORTFOLIO SECURITIES

The Fund invests primarily in the equity securities of Asia Pacific
companies.

PRINCIPAL RISK FACTORS

This is an international fund and therefore all the risks of foreign
investment are present:

- Fluctuation in exchange rates of foreign currencies and risks of
devaluation

- Less complete and reliable information about foreign companies

- Less government supervision of some foreign securities markets

- Restrictions on foreign investment and repatriation of capital

- Less liquidity

- Greater volatility

- Political instability

- Emerging market risk such as limited trading volume, expropriation,
devaluation or other adverse political or social developments

- Foreign economic problems like the Asian and Emerging Market crises

- Lower responsiveness of foreign management to shareholder concerns

Some Asia-Pacific markets are currently experiencing a currency crisis, and
there is some risk of a spreading crisis. This crisis has caused some countries
to institute currency reform measures which inhibit the free flow of currency
out of their country.

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INVESTOR EXPENSES

FEES AND EXPENSES OF THE FUND. This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund.

· Download Table

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge Imposed on Purchases................. None
Maximum Deferred Sales Charge............................. None
Maximum Sales Charge Imposed on Reinvested Dividends...... None
Redemption Fee............................................ None
Exchange Fee.............................................. None
Maximum Account Fee....................................... None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee............................................ 1.50%
Other Expenses............................................ 10.09%*
-----
Total Annual Fund Operating Expenses...................... 11.59%*
Accounting, Administrative and Transfer Agency Contractual
Fee Waivers............................................ (5.26)%
-----
Net Expenses.............................................. 6.33%
=====

-------------------
* The Adviser has agreed to absorb other operating expenses to the extent
necessary to ensure that total annual fund operating expenses will not exceed
2.95% of average net assets during 1998 and 1999. Therefore, actual "Other
Expenses" and "Total Fund Operating Expenses" were 1.45% and 2.95%,
respectively.

EXAMPLE: THIS EXAMPLE is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

· Enlarge/Download Table

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Asia Pacific Growth Fund.................................... $1,217 $3,395 $5,255 $8,847

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FINANCIAL HIGHLIGHTS -- DRIEHAUS ASIA PACIFIC GROWTH FUND
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the
Fund's financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Arthur Andersen LLP, whose
report, along with the Fund's financial statements, are included in the annual
report, which is available upon request.

· Download Table

PERIOD FROM
DECEMBER 31, 1997(4)
THROUGH
SEPTEMBER 30, 1998
--------------------

Net asset value, beginning of period........................ $ 10.00
LOSS FROM INVESTMENT OPERATIONS:
Net investment loss.................................... (0.02)
Net loss on investments (both realized and
unrealized)........................................... (1.68)
--------
Total loss from investment operations............. (1.70)
--------
LESS DISTRIBUTIONS:
Dividends from net investment income................... 0.00
Distributions from capital gains....................... 0.00
Returns of capital..................................... 0.00
--------
Total distributions............................... 0.00
--------
Net asset value, end of period.............................. $ 8.30
========
Total return................................................ (17.00)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)...................... $ 3,582
Ratio of expenses to average net assets................... 2.95%(1)(3)
Ratio of net investment loss to average net assets........ 0.45%(1)(3)
Portfolio turnover rate................................... 283.59%(2)

-------------------------
(1) Annualized.

(2) Not annualized.

(3) Such ratios are after administrative agent and transfer agent waivers and
Adviser expense reimbursements. PFPC Inc., the administrative agent and
transfer agent, waived a portion of its fees. The Adviser agreed to absorb
other operating expenses to the extent necessary to ensure that the total
fund operating expenses (other than interest, taxes, brokerage commissions
and other portfolio transaction expenses, capital expenditures and
extraordinary expense) will not exceed 2.95% of the net assets of the
Driehaus Asia Pacific Growth Fund for the first twenty-four months of its
operations.

(4) Commencement of operations.

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DRIEHAUS EMERGING MARKETS GROWTH FUND SUMMARY
--------------------------------------------------------------------------------

GOAL AND STRATEGY

The Driehaus Emerging Markets Growth Fund strives to maximize capital
appreciation. To do so, the Fund invests in the stocks of companies in emerging
markets around the world. Under normal market conditions, the Fund invests
substantially all (no less than 65%) of its assets in emerging markets
companies.

The Fund uses a growth style of investment by investing in stocks which the
Adviser believes have some or all the following characteristics:

- Demonstrated sales growth and earnings

- Improved sales outlook or opportunities

- Dominant products or market niches

- Cost restructuring programs which are expected to positively affect
company earnings

- Increased order backlogs, new product introductions, or industry
developments which are expected to positively affect company
earnings

The Adviser also considers macroeconomic information and technical
information in evaluating stocks and countries for investment.

PORTFOLIO SECURITIES

The Fund invests primarily in the equity securities of companies in
emerging markets around the world.

PRINCIPAL RISK FACTORS

This is an international fund and therefore all the risks of foreign
investment are present:

- Fluctuation in exchange rates of foreign currencies and risks of
devaluation

- Less complete and reliable information about foreign companies

- Less government supervision of some foreign securities markets

- Restrictions on foreign investment and repatriation of capital

- Less liquidity

- Greater volatility

- Political instability

- Emerging market risk such as limited trading volume, expropriation,
devaluation or other adverse political or social developments

- Dependence of emerging market companies upon commodities which may
be subject to economic cycles

- Attempted control of commodity cycles by emerging market
governments, which may result in shortages or severe price
fluctuation

- Foreign economic problems like the Asian and Emerging Market crises

- The new "Euro" and the uncertainty of the readiness of the financial
markets for this new currency

- Lower responsiveness of foreign management to shareholder concerns

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The Fund invests in companies that are smaller, less established, with less
liquid markets for their stock and therefore may be riskier investments.

INVESTOR EXPENSES

FEES AND EXPENSES OF THE FUND. This table describes the fees and expenses
that you may pay if you buy and hold shares of the Fund.

· Download Table

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum Sales Charge Imposed on Purchases................. None
Maximum Deferred Sales Charge............................. None
Maximum Sales Charge Imposed on Reinvested Dividends...... None
Redemption Fee............................................ None
Exchange Fee.............................................. None
Maximum Account Fee....................................... None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
Management Fee............................................ 1.50%
Other Expenses............................................ 8.65%*
-----
Total Annual Fund Operating Expenses...................... 10.15%*
Accounting, Administrative and Transfer Agency Contractual
Fee Waivers............................................ (4.34)%
-----
Net Expenses.............................................. 5.81%
=====

-------------------
* The Adviser has agreed to absorb other operating expenses to the extent
necessary to ensure that total annual fund operating expenses will not exceed
2.75% of the average net assets during 1998 and 1999. Therefore, actual "Other
Expenses" and "Total Fund Operating Expenses" were 1.25% and 2.75%,
respectively.

EXAMPLE: This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

· Enlarge/Download Table

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Emerging Markets Growth Fund................................ $1,066 $3,020 $4,744 $8,258

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FINANCIAL HIGHLIGHTS -- DRIEHAUS EMERGING MARKETS GROWTH FUND
--------------------------------------------------------------------------------

· Download Table

PERIOD FROM
DECEMBER 31, 1997(1)
THROUGH
SEPTEMBER 30, 1998
--------------------

Net asset value, beginning of period........................ $10.00
LOSS FROM INVESTMENT OPERATIONS:
Net investment loss.................................... (0.03)
Net loss on investments (both realized and
unrealized)........................................... (2.41)
------
Total loss from investment operations............. (2.44)
------
LESS DISTRIBUTIONS:
Dividends from net investment income................... 0.00
Distributions from capital gains....................... 0.00
Returns of capital..................................... 0.00
------
Total distributions............................... 0.00
------
Net asset value, end of period.............................. $ 7.56
======
Total return................................................ (24.40)%(2)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000's)...................... $3,487
Ratio of expenses to average net assets................... 2.75%(3)(4)
Ratio of net investment loss to average net assets........ (0.49)%(3)(4)
Portfolio turnover rate................................... 261.20%(2)

-------------------
(1) Commencement of operations.

(2) Not annualized.

(3) Such ratios are after administrative agent and transfer agent waivers and
Adviser expense reimbursements. PFPC Inc., the administrative agent and
transfer agent, waived a portion of its fees. The Adviser agreed to absorb
other operating expenses to the extent necessary to ensure that the total
fund operating expenses (other than interest, taxes, brokerage commissions
and other portfolio transaction expenses, capital expenditures and
extraordinary expense) will not exceed 2.75% of the net assets of the
Driehaus Emerging Markets Growth Fund for the first twenty-four months of
its operations.

(4) Annualized.

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THE FUNDS
--------------------------------------------------------------------------------

The Driehaus International Growth Fund, Driehaus International Discovery
Fund, Driehaus European Opportunity Fund, Driehaus Asia Pacific Growth Fund and
Driehaus Emerging Markets Growth Fund (each a "Fund" and jointly the "Funds")
are each a series of the Driehaus Mutual Funds (the "Trust"), an open-end
management investment company. Driehaus Capital Management, Inc. (the "Adviser")
provides management and investment advisory services to the Funds. Prospective
investors should consider an investment in a Fund as a long-term investment.
There is no assurance that a Fund will meet its investment objective.

INVESTMENT PHILOSOPHY

The Adviser believes that over time revenue and earnings growth are the
primary determinants of equity valuations. Accordingly, the Adviser concentrates
its investments in companies which have demonstrated the ability to rapidly
increase sales and earnings, as well as the potential for continued growth in
the future. The Adviser evaluates the earnings quality of such companies to
determine whether current earnings might indicate future results. Factors such
as strong company earnings reports, increased order backlogs, new product
introductions and industry developments alert the Adviser to potential
investments. The Adviser combines this information with its own technical
analyses to reach an overall determination about the attractiveness of specific
securities. To a lesser extent, the Adviser also uses macroeconomics or country-
specific analyses. While the Adviser seeks companies that have demonstrated
superior earnings growth, the Adviser may also purchase the stock of companies
based on the expectation of capital appreciation where there is no demonstrable
record of earnings growth or increasing sales.

The Adviser also considers numerous criteria in evaluating countries for
investment and determining country and regional weights. Such criteria include
the current and prospective growth rates of various economies, interest rate
trends, inflation rates, trade balances and currency trends. The Adviser also
reviews technical information on stock markets. The analysis may also involve
considerations specific to a certain country or region of the world.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

DRIEHAUS INTERNATIONAL GROWTH FUND. The investment objective of the
Driehaus International Growth Fund is to maximize capital appreciation. The Fund
seeks to achieve its objective by investing primarily in the equity securities
of foreign companies. Under normal market conditions, the Fund will invest
substantially all (no less than 65%) of its assets in at least three countries
other than the United States. There are no maximum limitations on the number of
countries in which the Adviser can or must invest at a given time. There are
also no specific limitations on the percentage of assets that may be invested in
securities of issuers located in any one country at a given time. The Fund is a
non-diversified fund. Current dividend income is not an investment
consideration, and dividend income is incidental to the Fund's overall
investment objective. The Fund generally will invest in securities of issuers
with market capitalizations of greater than $300 million and will not invest in
securities of issuers with market capitalizations of less than $200 million. The
Fund may also invest in securities of issuers that, together with any
predecessors, have been in continuous operation for less than three years.

The securities markets of many developing economies are sometimes referred
to as "emerging markets." Although the amount of the Fund's assets invested in
emerging markets will vary over time, it is expected that a substantial portion
of the Fund's assets will be invested in emerging markets. Currently, emerging
markets generally include every country in the world other than the United
States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most
Western European countries. The Fund is not limited to a specific percentage of
assets that may be invested in a single emerging market country (although at all
times the Fund must be invested in the assets of at least three countries).
Historically, the Fund has invested a substantial portion of its assets in
emerging markets and may do so at any time.

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Equity securities include common and preferred stock, bearer and registered
shares, savings shares, warrants or rights or options that are convertible into
common stock, debt securities that are convertible into common stock, depositary
receipts for those securities, and other classes of stock that may exist. The
Fund may purchase foreign securities in the form of sponsored or unsponsored
depositary receipts or other securities representing underlying shares of
foreign issuers. Generally, the Fund will purchase depositary receipts, rather
than invest directly in the underlying shares of a foreign issuer, for
liquidity, timing or transaction cost reasons. The Fund may also invest in
domestic and foreign investment companies which, in turn, invest primarily in
securities which the Fund could hold directly.

The Adviser generally intends to remain fully invested. However, as a
temporary defensive measure, the Fund may hold some or all of its assets in cash
or cash equivalents in domestic and foreign currencies, invest in domestic and
foreign money market securities (including repurchase agreements), purchase
short-term debt securities of U.S. or foreign government or corporate issuers,
or invest in money market funds which purchase one or more of the foregoing. The
Fund may also purchase such securities if the Adviser believes they may be
necessary to meet the Fund's liquidity needs. During periods of time when the
Fund is invested defensively, the Fund may not achieve its investment objective.

DRIEHAUS INTERNATIONAL DISCOVERY FUND. The investment objective of the
Driehaus International Discovery Fund is to maximize capital appreciation. The
Fund seeks to achieve its objective by investing primarily in the equity
securities of small foreign companies. The Fund generally will invest in
securities of issuers with market capitalizations of $1 billion or less. Under
normal market conditions, the Fund will invest substantially all (no less than
65%) of its assets in at least three countries other than the United States.
There are no maximum limitations on the number of countries in which the Adviser
can or must invest at a given time. There are also no specific limitations on
the percentage of assets that may be invested in securities of issuers located
in any one country at a given time. The Fund is a non-diversified fund. Current
dividend income is not an investment consideration, and dividend income is
incidental to the Fund's overall investment objective. The Fund may also invest
in securities of issuers that, together with any predecessors, have been in
continuous operation for less than three years.

The securities markets of many developing economies are sometimes referred
to as "emerging markets." Although the amount of the Fund's assets invested in
emerging markets will vary over time, it is expected that a substantial portion
of the Fund's assets will be invested in emerging markets. Currently, emerging
markets generally include every country in the world other than the United
States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most
Western European countries. The Fund is not limited to a specific percentage of
assets that may be invested in a single foreign country (although at all times
the Fund must be invested in the assets of at least three countries). The Fund
may invest a substantial portion of its assets in emerging markets at any time.

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DRIEHAUS EUROPEAN OPPORTUNITY FUND. The investment objective of the
Driehaus European Opportunity Fund is to maximize capital appreciation. The Fund
pursues its objective by investing primarily in the equity securities of
European companies. At least 65% of the Fund's assets will be invested in the
equity securities of European companies. The Fund considers European companies
to be (i) companies organized under the laws of a European country or having
securities which are traded principally on an exchange or over-the-counter in a
European country; or (ii) companies which, regardless of where organized or
traded, have a significant amount of assets located in and/or derive a
significant amount of their revenues from goods purchased or sold, investments
made, or services performed in or with European countries. Currently, European
countries include Albania, Austria, Belarus, Belgium, Bulgaria, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland,
Ireland, Italy, Latvia, Lithuania, Luxembourg, Netherlands, Norway, Poland,
Portugal, Romania, Russia, Slovakia, Spain, Sweden, Switzerland, Turkey, the
Ukraine, the United Kingdom, and the countries of the former Yugoslavia. As the
Eastern European markets develop, the Adviser expects to invest more assets in
that part of Europe. There are no minimum limitations on the number of countries
in which the Adviser can or must invest at a given time. There are no specific
limitations on the percentage of assets that may be invested in securities of
issuers located in any one country at a given time; the Fund may invest
significant assets in any single European country. The Fund is a non-diversified
fund. Current dividend income is not an investment consideration, and dividend
income is incidental to the Fund's overall investment objective. The Fund may
also invest in securities of issuers that, together with any predecessors, have
been in continuous operation for less than three years.

DRIEHAUS ASIA PACIFIC GROWTH FUND. The investment objective of the Driehaus
Asia Pacific Growth Fund is to maximize capital appreciation. The Fund pursues
its objective by investing primarily in the equity securities of Asia Pacific
companies. At least 65% of the Fund's assets will be invested in the equity
securities of Asia Pacific companies. The Fund considers Asia Pacific companies
to be (i) companies organized under the laws of an Asia Pacific country or
having securities which are traded principally on an exchange or over-
the-counter in an Asia Pacific country; or (ii) companies which, regardless of
where organized or traded, have a significant amount of assets located in and/or
derive a significant amount of their revenues from goods purchased or sold,
investments made, or services performed in or with Asia Pacific countries.
Currently, Asia Pacific countries include Australia, The People's Republic of
China (including Hong Kong), India, Indonesia, Japan, South Korea, Malaysia, New
Zealand, Pakistan, the Philippines, Singapore, Sri Lanka, Taiwan and Thailand.
There are no minimum limitations on the number of countries in which the Adviser
can or must

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invest at a given time. There are no specific limitations on the percentage of
assets that may be invested in securities of issuers located in any one country
at a given time; the Fund may invest significant assets in any single Asia
Pacific country. The Fund is a non-diversified fund. Current dividend income is
not an investment consideration, and dividend income is incidental to the Fund's
overall investment objective. The Fund may also invest in securities of issuers
that, together with any predecessors, have been in continuous operation for less
than three years.

Under normal circumstances, the Adviser intends to leave the Fund fully
invested; however, during the current economic crisis or at other times when
financial markets in the Asia Pacific region are unstable, the Adviser may hold
as much as 25% of the Fund's net assets in cash or cash equivalents. As a
temporary defensive measure, the Fund may hold some or all of its assets in cash
or cash equivalents in domestic and foreign currencies, invest in domestic and
foreign money market securities (including repurchase agreements), purchase
short-term debt securities of U.S. or foreign government or corporate issuers.
The Fund may also purchase such securities if the Adviser believes they may be
necessary to meet the Fund's liquidity needs, or invest in money market funds
which purchase one or more of the foregoing. During periods of time when the
Fund is not fully invested, the Fund may not achieve its investment objective.

DRIEHAUS EMERGING MARKETS GROWTH FUND. The investment objective of the
Driehaus Emerging Markets Growth Fund is to maximize capital appreciation. The
Fund pursues its objective by investing primarily in the equity securities of
emerging market companies. Emerging market companies are (i) companies organized
under the laws of an emerging market country or having securities which are
traded principally on an exchange or over-the-counter in an emerging market
country; or (ii) companies which, regardless of where organized or traded, have
a significant amount of assets located in and/or derive a significant amount of
their revenues from goods purchased or sold, investments made or services
performed in or with emerging market countries. Currently, emerging markets
include every country in the world other than the United States, Canada, Japan,
Australia, New Zealand, Hong Kong, Singapore and most Western European
Countries. At least 65% of the Fund's assets will be invested in the equity
securities of emerging markets companies. There are also no specific limitations
on the percentage of assets that may be invested in securities of issuers
located in any one country at a given time; the Fund may invest significant
assets in any single emerging market country. The Fund is a non-diversified
fund. Current dividend income is not an investment consideration and dividend
income is incidental to the Fund's overall investment objective. The Fund may
also invest in securities of issuers, that, together with any predecessors, have
been in continuous operation for less than three years.

497 22nd Page of 37 TOC 1st Previous Next Bottom Just 22nd

than invest directly in the underlying shares of a foreign issuer, for
liquidity, timing or transaction cost reasons. The Fund may also invest in
domestic and foreign investment companies which, in turn, invest primarily in
securities which the Fund could hold directly.

Under normal circumstances, the Adviser intends to have the Fund fully
invested; however, during the current economic crisis or at other times when
financial markets in the emerging market countries are unstable, the Adviser may
hold as much as 25% of the Fund's net assets in cash or cash equivalents. As a
temporary defensive measure, the Fund may hold some or all of its assets in cash
or cash equivalents in domestic and foreign currencies, invest in domestic and
foreign money market securities (including repurchase agreements), purchase
short-term debt securities of U.S. or foreign government or corporate issuers,
or invest in money market funds which purchase one or more of the foregoing. The
Fund may also purchase such securities if the Adviser believes they may be
necessary to meet the Fund's liquidity needs. During periods of time when the
Fund is not fully invested, the Fund may not achieve its investment objective.

RELATED RISKS

All investments, including those in mutual funds, have risks. No investment
is suitable for all investors. EACH FUND IS INTENDED FOR LONG-TERM INVESTORS WHO
CAN ACCEPT THE RISKS ENTAILED IN INVESTING IN FOREIGN SECURITIES. Of course,
there can be no assurance that a Fund will achieve its objective.

FOREIGN SECURITIES AND CURRENCIES. All of the Funds invest in foreign
securities. Investing outside the United States involves different opportunities
and different risks than domestic investments. The Adviser believes that it may
be possible to obtain significant returns from a Fund's portfolio of foreign
investments and to achieve increased diversification in comparison to a personal
investment portfolio invested solely in United States securities. An investor
may gain increased diversification by adding securities from various foreign
countries (i) which offer different investment opportunities, (ii) that
generally are affected by different economic trends, and (iii) whose stock
markets do not generally move in a manner parallel to United States markets. At
the same time, these opportunities and trends involve risks that may not be
encountered in United States investments.

Investors should understand and consider carefully the greater risks
involved in foreign investing. Investing in foreign securities -- positions
which are generally denominated in foreign currencies -- and utilization of
forward foreign currency exchange contracts involve certain considerations
comprising both risks and opportunities not typically associated with investing
in U.S. securities. These considerations include: fluctuations in exchange rates
of foreign currencies; possible imposition of exchange control regulations or
currency restrictions that would prevent cash from being brought back to the
United States; less public information with respect to issuers of securities;
less governmental supervision of stock exchanges, securities brokers, and
issuers of securities; lack of uniform accounting, auditing and financial
reporting standards; lack of uniform settlement periods and trading practices;
less liquidity and frequently greater price volatility in foreign markets than
in the United States; possible imposition of foreign taxes; possible investment
in the securities of companies in developing as well as developed countries; the
possibility of expropriation or confiscatory taxation, seizure or
nationalization of foreign bank deposits or other assets, establishment of
exchange controls, the adoption of foreign government restrictions and other
adverse political, social or diplomatic developments that could affect
investment in these nations; sometimes less advantageous legal, operational and
financial protections applicable to foreign subcustodial arrangements; and the
historical lower level of responsiveness of foreign management to shareholder
concerns (such as dividends and return on investment).

To the extent portfolio securities are issued by foreign issuers or
denominated in foreign currencies, a Fund's investment performance is affected
by the strength or weakness of the U.S. dollar against these currencies. For
example, if the dollar falls relative to the Japanese yen, the dollar value of a
yen-denominated stock held in the portfolio will rise even though the price of
the stock remains unchanged. Conversely, if the dollar rises in value relative
to the yen, the dollar value of the yen-denominated stock will fall.

497 23rd Page of 37 TOC 1st Previous Next Bottom Just 23rd

EMERGING MARKET RISKS. The Driehaus Emerging Markets Growth Fund invests
primarily in emerging markets. Many of the countries of the Asia Pacific region
still have developing markets and, therefore, the Driehaus Asia Pacific Growth
Fund will have a substantial portion of its assets in emerging markets. However,
the Driehaus International Growth Fund, the Driehaus International Discovery
Fund, and the Driehaus European Opportunity Fund may also invest a substantial
portion of their assets in emerging market securities. The risks described above
for foreign securities, including the risks of nationalization and expropriation
of assets, are typically increased to the extent that a Fund invests in issuers
located in less developed and developing nations. These securities markets are
sometimes referred to as "emerging markets." Investments in securities of
issuers located in such countries are speculative and subject to certain special
risks. The political and economic structures in many of these countries may be
in their infancy and developing rapidly, and such countries may lack the social,
political and economic characteristic of more developed countries. Certain of
these countries have in the past failed to recognize private property rights and
have at times nationalized and expropriated the assets of private companies.
Some countries have inhibited the conversion of their currency to another. The
currencies of certain emerging market countries have experienced devaluation
relative to the U.S. dollar, and continued devaluations may adversely affect the
value of a Fund's assets denominated in such currencies. There is some risk of
currency contagion; the devaluation of one currency leading to the devaluation
of another. As one country's currency experiences "stress," there is concern
that the "stress" may spread to another currency. Many emerging markets have
experienced substantial, and in some periods extremely high, rates of inflation
for many years. Continued inflation may adversely affect the economies and
securities markets of such countries. In addition, unanticipated political or
social developments may affect the value of a Fund's investments in these
countries and the availability to the Fund of additional investments in these
countries. The small size, limited trading volume and relative inexperience of
the securities markets in these countries may make a Fund's investments in such
countries illiquid and more volatile than investments in more developed
countries, and the Fund may be required to establish special custodial or other
arrangements before making investments in these countries. There may be little
financial or accounting information available with respect to issuers located in
these countries, and it may be difficult as a result to assess the value or
prospects of an investment in such issuers.

Based upon the apparent correlation between commodity cycles and a
country's securities markets, additional risk may exist.

ASIA PACIFIC REGION RISKS. The Driehaus Asia Pacific Growth Fund invests
primarily in the equity securities of companies in the Asia Pacific region. All
the Funds may invest in this region. Some countries in the Asian Pacific region
have undergone recent well-publicized, but unprecedented economic instability.
Certain issuers absorbed substantial losses due to adverse changes in the
financial conditions or the market's assessment of particular issuers. Moreover,
the currencies of some countries in the region underwent rapid devaluation
prompting governmental efforts to stabilize the currency. While the Adviser
believes that this situation presents an opportunity for long-term investors, in
the short-term the stocks of Asia Pacific issuers may remain volatile.

EUROPEAN RISKS. The Driehaus European Opportunity Fund invests primarily in
the equity securities in the European region. All the Funds may invest in this
region. Some countries in Europe have recently participated in a well-publicized
effort to form a monetary union, known as the Economic and Monetary Union
("EMU"), in an effort to, among other things, reduce barriers between countries
and eliminate fluctuations in their currencies. As part of that monetary union,
local currency for the eleven participating countries will be converted to a
common currency called the Euro. The conversion begins January 1, 1999, and is
expected to continue for several years. Accommodating the new currency poses
risk as well as benefits and opportunities to the market participants, banks,
investors, companies, and exchanges of the European region. The impact of the
conversion cannot yet be determined. The Adviser and the Funds' other key
external parties are taking steps to address euro-related issues. However, they
can give no assurance that the conversion will not have an adverse effect on the
Funds' investments and operations.

DIVERSIFICATION. Each Fund is non-diversified, meaning that it is not
limited in the proportion of its assets that it may invest in the obligations of
a single issuer or in a single country. Each Fund will, however, comply with
diversification requirements imposed by the Internal Revenue Code for
qualification as a regulated
21

497 24th Page of 37 TOC 1st Previous Next Bottom Just 24th

investment company. As a non-diversified fund, each Fund may invest a greater
proportion of its assets in the securities of a small number of issuers, and may
be subject to greater risk and substantial losses as a result of changes in the
financial condition or the market's assessment of the issuers.

YEAR 2000. The investment management and advisory services provided to the
Funds by the Adviser and the Funds' custodian and the services provided to
shareholders by the administrator/transfer agent depend on the smooth
functioning of their computer systems. Many computer software systems in use
today cannot recognize the year 2000, but revert to 1900 or some other date, due
to the manner in which dates were encoded and calculated. That failure could
have a negative impact on the handling of securities trades, pricing and account
services. The Adviser, the custodian, and the administrator/transfer agent have
been actively working on necessary changes to their own computer systems to
prepare for the year 2000 and expect that their systems will be adapted before
that date, but there can be no assurance that they will be successful, or that
interactions with other non-complying computer systems will not impair their
services at that time.

In addition, it is possible that the markets for securities in which the
Funds invest may be detrimentally affected by computer failures throughout the
financial services industry beginning January 1, 2000. Improperly functioning
trading systems may result in settlement problems and liquidity issues. The
Adviser believes that the year 2000 issue can have a positive and negative
impact on the Funds. For example, the year 2000 presents growth opportunities
for companies engaged in year 2000 consulting and remediation. Conversely, the
year 2000 problem can negatively affect the earnings growth rates for companies
that manufacture hardware and distribute software applications that are not
currently year 2000 compliant. Earnings of individual issuers will also be
affected by remediation costs, which may be substantial and may be reported
inconsistently in U.S. and foreign financial statements. Accordingly, the
investments of the Funds may be adversely affected.

PORTFOLIO INVESTMENTS AND OTHER RISK CONSIDERATIONS

There are specific restrictions on each Fund's investments. Such
restrictions are detailed in the Statement of Additional Information. Each Fund
may utilize from time to time one or more of the investment practices described
below to assist it in reaching its investment objective. These practices involve
potential risks which are summarized below. In addition, the Statement of
Additional Information contains more detailed or additional information about
certain of these practices, the potential risks and/or the limitations adopted
by each Fund to help manage such risks.

SMALL AND MEDIUM-SIZED COMPANIES. Each of the Funds may invest in the
securities of small- and medium-sized companies. While small- and medium-sized
companies generally have the potential for rapid growth, the securities of these
companies often involve greater risks than investments in larger, more
established companies because small- and medium-sized companies may lack the
management experience, financial resources, product diversification and
competitive strengths of larger companies. In addition, in many instances the
securities of small- and medium-sized companies are traded only over-the-counter
or on a regional securities exchange, and the frequency and volume of their
trading is substantially less than is typical of larger companies. Therefore,
the securities of small- and medium-sized companies may be subject to greater
and more abrupt price fluctuations and, for large sales, a Fund may have to sell
such holdings at discounts from quoted prices or make a series of small sales
over an extended period of time.

CURRENCY HEDGING. Due to the investments in foreign securities, the value
of a Fund in U.S. dollars is subject to fluctuations in the exchange rate
between foreign currencies and the U.S. dollar. When, in the opinion of the
Adviser, it is desirable to limit or reduce exposure in a foreign currency, the
Funds may enter into a forward currency exchange contract to sell such foreign
currency (or another foreign currency that acts as a proxy for that currency)
("forward currency contract"). Through the contract, the U.S. dollar value of
certain underlying foreign portfolio securities can be approximately matched by
an equivalent U.S. dollar liability. This technique is known as "currency
hedging." By locking in a rate of exchange, currency hedging is intended to
moderate or reduce the risk of change in the U.S. dollar value of a Fund during
the period of the forward contract. A default on a contract would deprive a Fund
of unrealized profits or force the Fund to cover its commitments for purchase or
sale of currency, if any, at the current market price.

497 25th Page of 37 TOC 1st Previous Next Bottom Just 25th

The use of forward currency contracts (for transaction or portfolio
hedging) will not eliminate fluctuations in the prices of portfolio securities
or prevent loss if the price of such securities should decline. In addition,
such forward currency contracts will diminish the benefit of the appreciation in
the U.S. dollar value of that foreign currency.

SETTLEMENT TRANSACTIONS. A Fund trading a foreign security is usually
required to settle the purchase transaction in the relevant foreign currency or
receive the proceeds of the sale in that currency. At or near the time of the
transaction, a Fund may wish to lock in the U.S. dollar value at the exchange
rate or rates then prevailing between the U.S. dollar and the currency in which
the security is denominated. Transaction hedging may be accomplished on a
forward basis, whereby a Fund purchases or sells a specific amount of foreign
currency, at a price set at the time of the contract, for receipt or delivery at
either a specified date or at any time within a specified time period.
Transaction hedging also may be accomplished by purchasing or selling such
foreign currencies on a "spot," or cash, basis. In so doing, a Fund will attempt
to insulate itself against possible losses and gains resulting from a change in
the relationship between the U.S. dollar and the foreign currency during the
period between the date the security is purchased or sold and the date on which
payment is made or received and the transaction settled. Similar transactions
may be entered into by using other currencies. A Fund may also settle certain
trades in U.S. dollars. The use of currency transactions can result in a Fund
incurring losses as a result of a number of factors, including the imposition of
exchange controls, suspension of settlements or the inability to deliver or
receive a specified currency.

DERIVATIVES. In seeking to achieve its desired investment objective,
provide additional revenue or hedge against changes in security prices, interest
rates or currency fluctuations, each Fund may: (1) purchase and write both call
options and put options on securities, indices and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts; (3) write
options on such futures contracts; (4) purchase other types of forward or
investment contracts linked to individual securities, indices or other
benchmarks; and (5) enter into various equity or interest rate transactions,
such as swaps, caps, floors or collars, and may enter into various currency
transactions such as forward currency contracts, currency futures contracts,
currency swaps or options on currencies ("derivatives"). Each Fund may write a
call or put option only if the option is covered. As the writer of a covered
call option, each Fund forgoes, during the option's life, the opportunity to
profit from increases in market value of the security covering the call option
above the sum of the premium and the exercise price of the call. There can be no
assurance that a liquid market will exist when a Fund seeks to close out a
position. In addition, because futures positions may require low margin
deposits, the use of futures contracts involves a high degree of leverage and
may result in losses in excess of the amount of the margin deposit.

The successful use of derivatives depends on the Adviser's ability to
correctly predict changes in the levels and directions of movements in currency
exchange rates, security prices, interest rates and other market factors
affecting the derivative itself or the value of the underlying asset or
benchmark. In addition, correlations in the performance of an underlying asset
to a derivative may not be well established. Finally, privately negotiated and
over-the-counter derivatives may not be as well regulated and may be less
marketable than exchange-traded derivatives.

ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
illiquid securities. Not readily marketable, they include restricted securities
and repurchase obligations maturing in more than seven days. Certain restricted
securities that may be resold to institutional investors under Rule 144A of the
Securities Act of 1933, and Section 4(2) commercial paper may be deemed liquid
under guidelines adopted by the Fund's Board of Trustees. The absence of a
trading market can make it difficult to ascertain a market value for illiquid or
restricted securities. Disposing of illiquid or restricted securities may
involve time-consuming negotiations and legal expenses, and it may be difficult
or impossible for a Fund to sell them promptly at an acceptable price.

CONVERTIBLE SECURITIES. While convertible securities purchased by the Funds
are frequently rated investment grade, a Fund also may purchase unrated
convertible securities or convertible securities rated below investment grade if
the securities meet the Adviser's other investment criteria. Each Fund does not
currently intend to invest more than 5% of its total assets in below investment
grade convertible securities.

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Convertible securities rated below investment grade (a) tend to be more
sensitive to interest rate and economic changes, (b) may be obligations of
issuers who are less creditworthy than issuers of higher quality convertible
securities, and (c) may be more thinly traded due to such securities' being less
well known to investors than either common stock or conventional debt
securities. As a result, the Adviser's own investment research and analysis
tends to be more important in the purchase of such securities than other
factors.

DEBT SECURITIES. Each Fund may invest up to 35% of its total assets in
nonconvertible debt securities. Investments in such debt securities are limited
to those that are rated within the four highest grades (generally referred to as
"investment grade") assigned by a nationally or internationally recognized
statistical rating organization. Investments in unrated debt securities are
limited to those deemed to be of comparable quality by the Adviser. Securities
in the fourth-highest grade may possess speculative characteristics. If the
rating of a security held by the Fund is lost or reduced below investment grade,
the Fund is not required to dispose of the security. The Adviser will, however,
consider that fact in determining whether the Fund should continue to hold the
security. The risks inherent in a debt security depend primarily on its term and
quality, as well as on market conditions. A decline in the prevailing levels of
interest rates generally increases the value of debt securities. Conversely, an
increase in rates usually reduces the value of debt securities.

PORTFOLIO TURNOVER. A Fund's annual turnover rate indicates changes in its
portfolio investments. A Fund will not consider portfolio turnover rate a
limiting factor in making investment decisions consistent with its investment
objective and policies. It is anticipated that the Funds will each experience
high rates of portfolio turnover. High portfolio turnover in any year will
result in payment by a Fund of above-average amounts of transaction costs and
could result in the payment by shareholders of above-average amounts of taxes on
realized investment gains. Under normal market conditions, only securities that
increase in value shortly after purchase and that generally continue to increase
in value (although they may experience temporary stagnant or declining periods)
will be retained by the Funds. Securities sold by a Fund may be purchased again
at a later date if the Adviser perceives that the securities are again "timely."
In addition, portfolio adjustments will be made when conditions affecting
relevant markets, particular industries or individual issues warrant such
action. In light of these factors and the historical volatility of foreign
growth stocks, the Funds are likely to experience high portfolio turnover rates,
but portfolio turnover rates may vary significantly from year to year. The
portfolio turnover rate for the Driehaus International Growth Fund, Driehaus
Asia Pacific Growth Fund and Driehaus Emerging Markets Growth Fund are noted in
each Fund's Financial Highlights in the Summary. The Portfolio turnover rates
for the Driehaus International Discovery Fund and the Driehaus European
Opportunity Fund are expected to be over 250% and 200%, respectively. Portfolio
turnover may also be affected by sales of portfolio securities necessary to meet
cash requirements for redemptions of shares.

INVESTMENT COMPANIES. The Funds may each invest in domestic and foreign
investment companies. Some countries may not permit direct investment by outside
investors. Investments in such countries may only be permitted through foreign
government-approved or government-authorized investment vehicles, which may
include other investment companies. In addition, it may be less expensive and
more expedient for a Fund to invest in a foreign investment company in a country
that permits direct foreign investment; similarly, a Fund may invest in a money
market fund in order to receive a higher rate of return or to be more
productively invested than would be possible through direct investment in money
market instruments. Investing through such vehicles may involve layered fees or
expenses. The Funds do not intend to invest in such investment companies unless,
in the judgment of the Adviser, the potential benefits of such investments
justify the payment of any associated fees or expenses.

REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements,
provided that it will not invest more than 15% of its net assets in repurchase
agreements maturing in more than seven days and any other illiquid securities. A
repurchase agreement involves the sale of securities to a Fund, with the
concurrent agreement of the seller to repurchase the securities at the same
price plus an amount representing interest at an agreed-upon interest rate
within a specified period of time, usually less than one week, but, on occasion,
at a later time. Repurchase agreements entered into by a Fund will be fully
collateralized and will be marked-to-market daily. In the event of a bankruptcy
or other default of a seller of a repurchase agreement, a Fund could experience
both delays in liquidating the underlying securities and losses, including: (a)
possible decline in the value of the collateral during the period while the Fund
seeks to enforce its rights thereto; (b) possible
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subnormal levels of income and lack of access to income during this period; and
(c) expenses of enforcing its rights.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES; REVERSE REPURCHASE
AGREEMENTS. Each Fund may purchase or sell securities on a when-issued or
delayed-delivery basis. Although the payment and interest terms of these
securities are established at the time the Fund enters into the commitment, the
securities may be delivered and paid for a month or more after the date of
purchase, when their value may have changed. The Fund makes such purchase
commitments only with the intention of actually acquiring the securities, but
may sell the securities before settlement date if the Adviser deems it advisable
for investment reasons. Each Fund may utilize spot and forward foreign currency
exchange transactions to reduce the risk inherent in fluctuations in the
exchange rate between one currency and another when securities are purchased or
sold on a when-issued or delayed-delivery basis.

Each Fund may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which a Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.

At the time a Fund enters into a binding obligation to purchase securities
on a when-issued basis or enters into a reverse repurchase agreement, liquid
assets (cash, U.S. Government securities or other "high-grade" debt obligations)
of the Fund having a value at least as great as the purchase price of the
securities to be purchased will be segregated on the books of the Fund and held
by the custodian throughout the period of the obligation. The use of these
investment strategies, as well as borrowing under a line of credit, may increase
net asset value fluctuation.

LENDING PORTFOLIO SECURITIES. Each Fund may lend its portfolio securities
to broker-dealers and banks, provided that it may not lend securities if, as a
result, the aggregate value of all securities loaned would exceed 33 1/3% of its
total assets. Any such loan must be continuously secured by collateral (cash or
U.S. Government securities). In the event of bankruptcy or other default of the
borrower, a Fund could experience delays in both liquidating the loan collateral
and recovering the loaned securities and losses.

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MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------------------

TRUSTEES AND ADVISER. The Board of Trustees of the Driehaus Mutual Funds
has overall management responsibility. See the Statement of Additional
Information for the names of and additional information about the trustees and
officers. The Adviser, Driehaus Capital Management, Inc., 25 East Erie Street,
Chicago, Illinois 60611, is responsible for providing investment advisory and
management services to the Funds, subject to the direction of the Board of
Trustees. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940. The Adviser was organized in 1982 and currently
manages over $2 billion in assets.

PORTFOLIO MANAGER -- DRIEHAUS INTERNATIONAL GROWTH FUND. William R.
Andersen, a Senior Vice President of the Adviser, has managed the Driehaus
International Growth Fund since the commencement of operations in October of
1996. Prior to the Driehaus International Growth Fund's commencement of
operations, Mr. Andersen was the portfolio manager for the Driehaus
International Large Cap Fund, L.P. from its inception in July 1990. Mr. Andersen
has primary responsibility for making all investment decisions on behalf of the
Driehaus International Growth Fund. He is assisted by the research department
which employs specialists in various markets, including Western Europe, Asia
Pacific, Canada and emerging markets. In addition to the Funds, Mr. Andersen is
the portfolio manager for three Canadian mutual funds, including a global fund.
As the Adviser's chief investment officer for international investing, Mr.
Andersen oversees all international investing. He does not, however, supervise
or participate in investment decision-making for the Driehaus Asia Pacific
Growth Fund, the Driehaus Emerging Markets Growth Fund, or the Driehaus European
Opportunity Fund. Mr. Andersen will periodically review the asset allocation of
the Driehaus International Discovery Fund.

Mr. Andersen was born in 1959 and is a graduate of Stanford University,
where he received a B.A. in economics in 1981. In 1985, Mr. Andersen received
his M.B.A. from the University of Chicago, where he concentrated in finance. Mr.
Andersen is a Chartered Financial Analyst. Mr. Andersen has been employed by
Driehaus Securities Corporation ("DSC") and the Adviser since 1985. From 1985 to
1989, Mr. Andersen was employed by DSC as a security analyst and, as such, was
responsible for several industry groups in which DSC maintained investments for
clients. In May 1989, while continuing to act as a senior investment analyst for
DSC, Mr. Andersen became a portfolio manager for the Adviser.

PORTFOLIO MANAGER -- DRIEHAUS ASIA PACIFIC GROWTH FUND. Mr. Eric J. Ritter
has managed the Fund since its inception. Mr. Ritter, an Asia Pacific analyst
with the Adviser, has responsibility for making all investment decisions on
behalf of the Fund.

Mr. Ritter was born in 1963 and received his B.A. in economics from the
State University of New York at Oswego in 1984. He earned a master's degree in
international relations from Columbia University in 1987. Thereafter, Mr. Ritter
worked as a consultant in Hong Kong in 1987-88, consulting primarily with
Fortune 500 companies on investment and market strategy for Asia. From late 1988
to 1990, he worked for Baring Securities as an equity analyst conducting
research on listed companies in Singapore and Malaysia. Mr. Ritter then moved
back to the United States to work in equity research and sales, covering the
Southeast Asia markets, for Crosby Securities and W.I. Carr, both registered
broker-dealers, prior to joining the Adviser in June 1996.

PORTFOLIO MANAGER -- DRIEHAUS EMERGING MARKETS GROWTH FUND; CO-PORTFOLIO
MANAGER -- DRIEHAUS INTERNATIONAL DISCOVERY FUND. Mr. Emery R. Brewer has
managed the Driehaus Emerging Markets Growth Fund since its inception. Mr.
Brewer, an emerging markets analyst with the Adviser, has responsibility for
making all investment decisions on behalf of the Driehaus Emerging Markets
Growth Fund.

Mr. Brewer was born in 1963 and received his B.S. in economics from the
University of Utah in 1986. From 1987 to 1988, he worked as a securities broker
at Wilson Davis & Co., focusing primarily on NASDAQ listed companies. From 1989
to 1990, he worked for Dean Witter Reynolds as a broker, focusing primarily on
equity and fixed-income investments. After earning his M.B.A. from the
University of Rochester in 1992, he worked as an adviser to the capital markets
group of Investicini Banka (the third largest bank in and former investment bank
of the Czech Republic), focusing primarily on valuation and analysis of Czech
companies.
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Mr. Brewer became a consultant to the Adviser in 1993 prior to joining the
Adviser as an international securities analyst in November 1994.

PORTFOLIO MANAGER -- DRIEHAUS EUROPEAN OPPORTUNITY FUND; CO-PORTFOLIO
MANAGER -- DRIEHAUS INTERNATIONAL DISCOVERY FUND. Ms. Lynette Schroeder has
managed the Driehaus European Opportunity Fund since its inception. Prior to the
Driehaus European Opportunity Fund's commencement of operations, Ms. Schroeder
was also the portfolio manager for the Driehaus Western European Fund L.P. from
August 1997 to December 1998. Ms. Schroeder, a European analyst for the Adviser,
has responsibility for making all investment decisions on behalf of the Driehaus
European Opportunity Fund.

Ms. Schroeder was born in 1962 and received her B.A. in political science
from the University of Chicago in 1985. She earned her M.B.A. from the
University of Virginia -- Darden School of Business in 1992. Her investment
experience began at Scudder, Stevens and Clark where she worked on European
research from 1993-1995. Thereafter, she joined Lexington Asset Management where
she worked as a European companies analyst during 1995-1997. She joined the
Adviser in 1997.

CO-PORTFOLIO MANAGERS -- DRIEHAUS INTERNATIONAL DISCOVERY FUND. Mr. Emery
Brewer and Ms. Lynette Schroeder are co-portfolio managers of the Fund. Mr.
Andersen will periodically review the asset allocation of the Fund.

DISTRIBUTOR. As of December 31, 1998, the shares of the Trust will be
offered for sale through Driehaus Securities Corporation, ("DSC"), an affiliate
of the Adviser, without any sales concessions or charges to the Fund or to its
shareholders. DSC is located at 25 East Erie Street, Chicago, Illinois 60611,
and is wholly-owned by Richard H. Driehaus. All distribution and promotional
expenses are paid by the Adviser.

ADMINISTRATOR. PFPC Inc. ("PFPC") is the administrator for the Funds. In
such capacity, PFPC assists the Funds in all aspects of its administration and
operation, including certain accounting services.

TRANSFER AGENT. PFPC is the agent of the Funds for the transfer of shares,
disbursement of dividends and maintenance of shareholder accounting records.

CUSTODIAN. The Chase Manhattan Bank (the "Custodian") is the custodian for
the Funds. Foreign securities are maintained in the custody of foreign banks and
trust companies that are members of the Custodian's Global Investor Services or
foreign depositories used by such members.

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SHAREHOLDER INFORMATION
--------------------------------------------------------------------------------

NET ASSET VALUE

Purchases and redemptions are made at a Fund's net asset value per share
next calculated after receipt of a purchase order and payment in good form. The
net asset value is determined as of the regular close of the New York Stock
Exchange ("NYSE") (3:00 p.m., Central time) on each day the NYSE is open for
trading. Net asset value per share is determined by dividing the difference
between the values of its assets and liabilities by the number of its shares
outstanding.

OPENING AN ACCOUNT

1) Read this prospectus carefully.

2) The minimum initial investment for Driehaus Mutual Funds is $100,000.
The minimum subsequent purchase is $20,000. These minimums may be waived
at the discretion of Driehaus Mutual Funds.

3) Complete the appropriate parts of the application, carefully following
the instructions. If you have questions, please contact Shareholder
Services.

4) Individual Retirement Accounts (IRAs) may also be set up. For details,
contact Shareholder Services at 1-800-560-6111. Investors should also
read the IRA Disclosure Statement and Bank Custodial Agreement for
further details on eligibility, service fees and tax implications.

HOW TO PURCHASE SHARES

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OPENING AN ACCOUNT ADDING TO AN ACCOUNT
------------------ --------------------

BY BANK OR - Complete the New Account Application - Make your bank or certified check
CERTIFIED CHECK indicating in which Fund(s) you want for the investment amount, payable to
to invest and make your bank or Driehaus Mutual Funds.
certified check for the investment - Fill out the detachable investment
amount, payable to DRIEHAUS MUTUAL slip from an account statement. If no
FUNDS. slip is available, include a note
- Send the bank or certified check and specifying the Fund name, your
your completed application to account number and the name(s) in
Driehaus Mutual Funds (address which the account is registered.
below). - Send the bank or certified check and
your investment slip or note to
Driehaus Mutual Funds (address
below).

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OPENING AN ACCOUNT ADDING TO AN ACCOUNT
------------------ --------------------

BY WIRE TRANSFER - Send your completed New Account - Instruct your bank to wire the
Application to Driehaus Mutual Funds amount of your investment to:
(address below). PNC Bank N.A.
- Call Shareholder Services to obtain ABA#: 031-000-053
your account number. Credit: Driehaus Purchase Account
- Instruct your bank to wire the Bank Account #: 86-1108-2419
amount of your investment to: Fund Name, Fund #
PNC Bank N.A. Further Credit: (Shareholder's name
ABA#: 031-000-053 and Account #)
Credit: Driehaus Purchase Amount See the following table for Fund
Bank Account #: 86-1108-2419 Name and Fund #.
Fund Name, Fund #
Further Credit: (Shareholder's name
and Account #)
See the following table for Fund
Name and Fund #.

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ADDRESS: FOR OVERNIGHT DELIVERY: SHAREHOLDER SERVICES
Driehaus Mutual Funds Driehaus Mutual Funds PHONE NUMBER:
c/o PFPC c/o PFPC 1-800-560-6111
P.O. Box 8855 400 Bellevue Parkway
Wilmington, DE 19899-8855 Suite 108
Wilmington, DE 19809-3710

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FUND NAME FUND NUMBER
--------- -----------

Driehaus International Growth Fund.............. #001
Driehaus Asia Pacific Growth Fund............... #002
Driehaus Emerging Markets Growth Fund........... #003
Driehaus International Discovery Fund........... #004
Driehaus European Opportunity Fund.............. #005

ADDITIONAL PURCHASE POLICIES. Driehaus Mutual Funds, at its option, may
accept a check for $25,000 or less that is not a bank or certified check and may
accept a check initiated by brokers or mutual fund complexes. A purchase order
on behalf of a client who has an investment advisory account with the Adviser or
a brokerage account with Driehaus Securities Corporation is effected upon
confirmation of a verified credit balance at least equal to the amount of the
purchase order (subject to the minimum investment requirements).

Shares of each Fund are offered only to residents of states and other
jurisdictions in which the shares are available for purchase. Driehaus Mutual
Funds reserves the right not to accept any purchase order. Driehaus Mutual Funds
also reserves the right to change its investment minimums without notice.

CONFIRMATION. For all purchases, confirmations are sent to the investor in
writing except purchases made by reinvestment of dividends, which will be
confirmed quarterly.

PURCHASES THROUGH THIRD PARTIES

Investors may purchase (or redeem) shares through investment dealers or
other financial institutions. The institutions may charge for their services or
place limitations on the extent to which investors may use the services offered
by the Driehaus Mutual Funds. There are no charges or limitations imposed by
Driehaus Mutual Funds other than those described in this prospectus, if shares
are purchased (or redeemed) directly from Driehaus Mutual Funds or DSC.

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Financial institutions that enter into a sales agreement with DSC or are
designated by the Driehaus Mutual Funds' Board of Trustees (including Charles
Schwab Co., Inc.) may accept purchase and redemption orders on behalf of the
Funds. A purchase or redemption order will be deemed to have been received when
such financial institution accepts such order. All orders will be priced at a
Fund's net asset value next computed after they are accepted by such designated
financial institution.

Certain broker-dealers, financial institutions or other service providers
that have entered into an agreement with the DSC or Driehaus Mutual Funds may
enter purchase orders on behalf of their customers by phone, with payment to
follow within several days as specified in the agreement. Such purchase orders
will be effective at the net asset value next determined after receipt of the
telephone purchase order. It is the responsibility of the broker-dealer,
financial institution or other service provider to place the order on a timely
basis. If payment is not received within the time specified in the agreement,
the broker-dealer, financial institution or other service provider could be held
liable for any resulting fees or losses.

HOW TO REDEEM SHARES

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TO REDEEM SOME OR ALL OF YOUR SHARES
------------------------------------

BY LETTER - Write a letter of instruction indicating the Fund name, your account
number, the name(s) in which the account is registered, and the number
of shares or dollar amount you wish to redeem.
- Include all signatures and any additional documents that may be required
(see Additional Redemption Policies below).
- Mail the materials to Driehaus Mutual Funds (address below).
- A check will be mailed to the name(s) and address in which the account
is registered, or otherwise according to your letter of instruction.
BY TELEPHONE - See the section "Telephonic Redemption"

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ADDITIONAL REDEMPTION POLICIES

SELLING SHARES IN WRITING. The following additional items must be included
in your redemption request:

1) The request must be signed by the shareholder(s) exactly as the shares
are registered;

2) The signatures on the written redemption request must be guaranteed by a
commercial bank, trust company, savings and loan association, federal
savings bank, member firm of a national securities exchange or other
eligible financial institution;

3) Corporations and associations must submit, with each request, a
completed certificate of authorization in a form of resolution
acceptable to the Fund; and

4) The request must include other supporting legal documents as required
from organizations, executors, administrators, trustees or others acting
on accounts not registered in their names.

TELEPHONIC REDEMPTION. Driehaus Mutual Funds, in its sole discretion, may
accept telephonic redemption requests from broker-dealers, financial
institutions, other service providers, or, under certain circumstances, from
accounts that contain over $1,000,000 at the time the redemption request is
made. Because of increased telephone volume, investors may experience difficulty
in implementing a telephone redemption during periods of dramatic economic or
market changes.

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Driehaus Mutual Funds may refuse a telephone redemption request if it
believes it is advisable to do so. Investors will bear the risk of loss from
fraudulent or unauthorized instructions received over the telephone provided the
Driehaus Mutual Funds reasonably believes that the instructions are genuine.
Driehaus Mutual Funds and its transfer agent employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. Driehaus Mutual
Funds may incur liability if it does not follow these procedures.

CANCELLATION. A shareholder may not cancel or revoke a redemption order
once instructions have been received and accepted. Driehaus Mutual Funds cannot
accept a redemption request that specifies a particular date or price for
redemption or any special conditions.

REDEMPTIONS BY THE FUND. Driehaus Mutual Funds reserves the right to redeem
shares in any account and send the proceeds to the owner if immediately after a
redemption, the shares in the account do not have a value of at least $50,000. A
shareholder would be notified that the account is below the minimum and would be
allowed 30 days to increase the account before the request is processed.

EXECUTION OF REQUESTS

If an order is placed at or prior to the close of regular trading on the
New York Stock Exchange (the "NYSE") (3:00 p.m., Central time) on any business
day, the purchase of shares is executed at the net asset value determined as of
the closing time that day. If the order is placed after that time, it will be
effected on the next business day.

A redemption order will be executed at the price which is the net asset
value determined after proper redemption instructions are received (see "How to
Redeem Shares" chart). The redemption price received depends upon the Fund's net
asset value per share at the time of redemption. Therefore, it may be more or
less than the price originally paid for the shares and may result in a realized
capital gain or loss.

The Fund will generally mail payment for shares redeemed within seven days
after proper instructions are received. If requested, the Fund will pay proceeds
by wire, usually by the next business day. Driehaus Mutual Funds is not
responsible for the efficiency of the federal wire system or the shareholder's
financial services firm or bank. The Fund currently charges a shareholder $25
for wire transfers. The shareholder is responsible for any charges imposed by
the shareholder's firm or bank. There is a $50,000 wire redemption minimum.
Redemptions of shares within 15 days after they have been purchased by check may
be delayed until the payment for the purchase of those shares has been cleared.
Delays may be avoided if shares are purchased by certified or bank check, or by
wire transfer.

DIVIDEND AND ACCOUNT POLICIES

REINVESTMENT OF DISTRIBUTIONS. Dividends and distributions payable by a
Fund are automatically reinvested in additional shares of the Fund unless the
investor indicates otherwise on the application.

DISTRIBUTIONS AND TAXES

PAYMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund pays its
shareholders dividends from its net investment income, and distributions from
any capital gain net income that it has realized. Distributions are generally
paid once a year. Each Fund intends to distribute at least 98% of any net
investment income for the calendar year plus 98% of capital gain net income
realized from the sale of securities net of any realized foreign exchange gains
or losses during the 12 month period ended October 31 in that year, if any. Each
Fund intends to distribute any undistributed net investment income and capital
gain net income in the following year.

TAX STATUS OF DIVIDENDS AND OTHER DISTRIBUTIONS. Shareholders will be
subject to federal income tax at ordinary income tax rates on any dividends
received that are derived from investment company taxable income. Distributions
of net capital gain, when designated as such by a Fund are taxable to the
shareholder as long-term capital gains, regardless of how long shares are held.
Distributions are taxable in the year they are paid, whether they are taken in
cash or reinvested in additional shares, except that certain distributions

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declared in the last three months of the year and paid in the following January
are taxable as if paid on December 31.

TAXABILITY OF DISTRIBUTIONS

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TAX RATE FOR TAX RATE FOR
TYPE OF DISTRIBUTION 15% BRACKET 28% BRACKET OR ABOVE
-------------------- ------------ --------------------

Income Dividends ordinary income rate ordinary income rate
Short-term Capital gains ordinary income rate ordinary income rate
Long-term Capital gains 10% 20%

Investment income received by each Fund from sources within foreign
countries may be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries that
entitle each Fund to a reduced rate of tax or exemption from tax on such income.
It is impossible to determine the effective rate of foreign tax in advance since
the amount of a Fund's assets to be invested within various countries will
fluctuate and the extent to which tax refunds will be recovered is uncertain.
Each Fund intends to operate so as to qualify for treaty-reduced tax rates where
applicable.

To the extent that a Fund is liable for foreign income taxes, the Fund may
operate so as to meet the requirements of the U.S. Internal Revenue Code to
"pass through" to the Fund's shareholders foreign income taxes paid, but there
can be no assurance that the Fund will be able to do so. If this election is
made, shareholders will be able to claim a credit or deduction on their income
tax returns for, and will be required to treat as part of the amounts
distributed to them, their pro rata portion of the income taxes paid by the Fund
to foreign countries (which taxes relate primarily to investment income). The
shareholders of the Fund may claim a credit by reason of the Fund's election,
subject to certain limitations imposed by the Code. Also, under the Code, no
deduction for foreign taxes may be claimed by individual shareholders who do not
elect to itemize deductions on their federal income tax returns, although such a
shareholder may claim a credit for foreign taxes and in any event will be
treated as having taxable income in the amount of the shareholder's pro rata
share of foreign taxes paid by the Fund. If a Fund does not make such an
election, the foreign taxes paid by the Fund will reduce the Fund's net
investment income.

BUYING A DISTRIBUTION. A distribution paid shortly after an investor
purchases shares in a Fund will reduce the net asset value of the shares by the
amount of the distribution, which nevertheless will be taxable to the
shareholders even though it represents a return of a portion of the
shareholder's investment.

BACKUP WITHHOLDING. The Fund may be required to withhold federal income tax
("backup withholding") at a 31% rate from taxable dividend, capital gain
distributions and redemption proceeds paid to certain shareholders. Backup
withholding may be required if:

- An investor fails to furnish the investor's properly certified
social security or other tax identification number;

- An investor fails to certify that the investor's tax identification
number is correct or that the investor is not subject to backup
withholding due to the under-reporting of certain income; or

- The Internal Revenue Service informs the Fund that the investor's
tax identification number is incorrect.

These certifications are contained in the Application that should be
completed and returned when opening an account. Each Fund must promptly pay to
the IRS all amounts withheld. Therefore, it is usually not possible for a Fund
to reimburse a shareholder for amounts withheld. A shareholder may, however,
claim the amount withheld as a credit on the shareholder's federal income tax
return.

The foregoing discussion of U.S. and foreign taxation is not intended to be
a full discussion of income tax laws and their effect on shareholders. U.S. and
foreign shareholders should consult their tax advisers as to the tax
consequences of ownership of any Fund shares.

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FOR MORE INFORMATION
--------------------------------------------------------------------------------

More information on these Funds is available without charge, upon request,
including the following:

ANNUAL/SEMI-ANNUAL REPORTS

The annual and semi-annual reports to shareholders describes the Fund's
performance, lists portfolio holdings and contains a letter from the Fund's
Adviser discussing recent market conditions, economic trends and Fund strategies
that significantly affected the Funds' performance during the Funds' last fiscal
year. Management's discussion of Fund performance is incorporated by reference
into this prospectus from the reports to shareholders.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the Fund and its policies. A current
SAI is on file with the Securities and Exchange Commission and is incorporated
by reference.

TO OBTAIN INFORMATION:

BY TELEPHONE
Call 1-800-560-6111

BY MAIL
Write to:
Driehaus Mutual Funds
P.O. Box 8855
Wilmington, DE 19899-8855

ON THE INTERNET

Text-only versions of fund documents can be viewed online or downloaded
from:the SEC at http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, D.C. (1-800-SEC-0330) or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, D.C. 20549-6009.

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DRIEHAUS INTERNATIONAL LOGO Please return this application For assistance or to receive information
and your check to: to set up a Driehaus IRA account, please
Driehaus Mutual Funds call a Client Service Representative at
c/o PFPC 1-800-560-6111
P.O. Box 8855
Wilmington, DE 19899-8855

DRIEHAUS MUTUAL FUNDS

NEW ACCOUNT APPLICATION Please complete Sections 1 through 5 below.
(Do not use for IRA Accounts)

--------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION

Please type or print clearly. Please choose one type of account below:

[ ] INDIVIDUAL OR [ ] JOINT
-------------------------------------------------------
For joint registration, both must sign the application. The registration will be
as joint tenants with the right of survivorship and not as tenants in common
unless otherwise stated.

-------------------------------------------------------
YOUR NAME: FIRST, MIDDLE, LAST

-------------------------------------------------------
SOCIAL SECURITY NUMBER

-------------------------------------------------------
JOINT OWNER NAME: FIRST, MIDDLE, LAST

-------------------------------------------------------
JOINT OWNER'S SOCIAL SECURITY NUMBER

[ ] CUSTODIAL / GIFTS TO MINORS
-------------------------------------------------------

-------------------------------------------------------
CUSTODIAN'S NAME: FIRST, MIDDLE, LAST

-------------------------------------------------------
MINOR'S NAME: FIRST, MIDDLE, LAST

-------------------------------------------------------
MINOR'S SOCIAL SECURITY NUMBER

-------------------------------------------------------
MINOR'S STATE OF RESIDENCY
[ ] TRUST
-------------------------------------------------------

-------------------------------------------------------
TRUSTEE(S)'S NAME: FIRST, MIDDLE, LAST

-------------------------------------------------------
NAME OF TRUST

-------------------------------------------------------
BENEFICIARY'S NAME

-------------------------------------------------------
TRUST'S TAXPAYER IDENTIFICATION NUMBER

-------------------------------------------------------
DATE OF TRUST AGREEMENT

[ ] CORPORATION / OTHER
-------------------------------------------------------

-------------------------------------------------------
NAME OF CORPORATION OR OTHER ENTITY

-------------------------------------------------------
TYPE OF ENTITY

-------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER

--------------------------------------------------------------------------------
2. SHAREHOLDER ADDRESS

[ ] U.S. Citizen or [ ] Other, please specify
------------------

-------------------------------------------------------
STREET OR P.O. BOX (line 1)

-------------------------------------------------------
CITY, STATE, ZIP

( )
-------------------------------------------------------
DAYTIME TELEPHONE
-------------------------------------------------------
STREET OR P.O. BOX (line 2)

-------------------------------------------------------
COUNTRY or TAX RESIDENCY

( )
-------------------------------------------------------
EVENING TELEPHONE
Please be sure to complete the other side of this form.

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3. FUND SELECTION
ENCLOSE YOUR BANK OR CERTIFIED CHECK ($100,000 MINIMUM) MADE PAYABLE TO:

· Enlarge/Download Table

DRIEHAUS INTERNATIONAL GROWTH FUND (Fund # 001) $
DRIEHAUS ASIA PACIFIC GROWTH FUND (Fund # 002) ----------------------------------
DRIEHAUS EMERGING MARKETS GROWTH FUND (Fund # 003) $
DRIEHAUS INTERNATIONAL DISCOVERY FUND (Fund #004) ----------------------------------
DRIEHAUS EUROPEAN OPPORTUNITY FUND (Fund #005) $
----------------------------------
$
----------------------------------
$
----------------------------------
Amount of Investment

WIRE INSTRUCTIONS:
PNC Bank, NA
ABA# 031-000-053
Credit: Driehaus Purchase Account
Bank Account #: 86-1108-2419
Fund #: (
---------)
* PLEASE NOTE: If you would like to make your initial investment by a
Bank Wire, please call Client Services at 800-560-6111 for instructions
regarding initiating an account and the assignment of an account number.

Further Credit: (Shareholder name and account number)*
--------------------------------------------------------------------------------
4. DIVIDEND & CAPITAL GAINS INSTRUCTIONS
UNLESS YOU ELECT OTHERWISE, ALL DIVIDENDS AND CAPITAL GAINS WILL BE
AUTOMATICALLY REINVESTED IN ADDITIONAL SHARES. If you prefer to be paid in cash,
check this box [ ].

If you have elected to be paid dividend and/or capital gains in cash and would
like the amount to be deposited by electronic transfer into a bank checking
account, please complete the following information:

-------------------------------------------------------
NAME OF DEPOSITOR (as shown on bank records)

-------------------------------------------------------
ABA NUMBER

-------------------------------------------------------
BANK ADDRESS: CITY, STATE, ZIP

-------------------------------------------------------
NAME OF BANK

-------------------------------------------------------
ACCOUNT NUMBER

--------------------------------------------------------------------------------
5. APPLICANT'S SIGNATURE

I have read the current prospectus and this application and agree to all terms
which shall be binding upon my heirs, representatives and assigns. I certify
that I have power and authority to establish the account. I understand that the
account is subject to the terms and conditions of the prospectus of the Driehaus
Mutual Funds, as amended from time to time. In addition, I authorized the
instructions in this application. I hold harmless and indemnify Driehaus Mutual
Funds and its affiliates and each of their respective directors, trustees,
officers, employees and agents from any losses, expenses, costs or liability
(including attorney fees) which I may incur in connection with these
instructions. I certify, under penalties of perjury:

(1) that the Social Security or Taxpayer Identification Number entered
above is correct;
(2) that the IRS has never notified me that I am subject to 31% backup
withholding or has notified me that
I am no longer subject to such back-up withholding:*

*If you are subject to back-up withholding, check the box in front of
the following statement:
[ ] The Internal Revenue Service has notified me that I am subject to
backup withholding.

-------------------------------------------------------
SIGNATURE: OWNER, TRUSTEE, ETC.

(exactly as it appears in Section 1)

-------------------------------------------------------

SIGNATURE: JOINT OWNER, CO-TRUSTEE, ETC.
(exactly as it appears in Section 1)

--------------------------------------------------------------------------------
TO BE COMPLETED BY DRIEHAUS SECURITIES CORPORATION, if applicable

· Enlarge/Download Table

---------------------------------------- ---------------------------------------- --------------------
Representative's Name Representative's Signature Date

If mailing the application using overnight delivery, please use the following
address:
Driehaus Mutual Funds
c/o PFPC
400 Bellevue Parkway, Suite 108
Wilmington, DE 19809-3710

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 497 Filing	Date	First	Last	Other Filings

	10/28/96	5	7
	8/31/97	7		24F-2NT, N-30D, NSAR-B
	12/31/97	5	17
	8/31/98	7		24F-2NT, N-30D, N-30D/A, NSAR-B
	9/30/98	5	17	24F-2NT, N-30D, NSAR-B
	12/23/98	1		485BPOS
Filed On / Filed As Of	12/28/98			497J
	12/31/98	29		24F-2NT, N-30D, NSAR-BT
	1/1/99	23
	1/1/0	24

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Driehaus Mutual Funds · 497 · On 12/28/98

Filed On 12/28/98 · SEC File 333-05265 · Accession Number 950124-98-7729

Definitive Material · Rule 497Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Material · Rule 497
Filing Table of Contents