<PAGE>
As filed with the Securities and Exchange Commission
on October 8, 1996
Registration No. 333-05265 811-07655
____________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 2 [X]
Post-Effective Amendment No. __ [ ]
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 2 [X]
(Check appropriate box or boxes)
DRIEHAUS MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(Address of Principal Executive Offices, including Zip Code)
Mary H. Weiss, Secretary
Driehaus Mutual Funds
25 EAST ERIE STREET
CHICAGO, ILLINOIS 60611
(Name and Address of Agent for Service)
COPY TO:
CATHY G. O'KELLY
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 N. LASALLE
CHICAGO, ILLINOIS 60601
APPROXIMATE DATE OF PROPOSED OFFERING: As soon as practicable after the
effective date of this Registration Statement.
Pursuant to Reg. (S)270.24f-2 under the Investment Company Act of 1940,
Registrant hereby declares that an indefinite number or amount of shares are
being registered under the Securities Act of 1933. A registration filing fee of
$500 has been paid with the initial filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
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DRIEHAUS MUTUAL FUNDS
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A
ITEM NO. LOCATION
-------- --------
<S> <C>
PART A
Item 1. Cover Page.......................................... Cover Page
Item 2. Synopsis............................................ Summary
Item 3. Condensed Financial Information..................... Investment Return
Item 4. General Description of Registrant................... The Fund; Portfolio Investments and Strategies;
Restrictions on the Fund's Investments; Risks and
Investment Considerations
Item 5. Management of Fund.................................. Management of the Fund
Item 5A. Management's Discussion of Fund
Performance...................................... Not Applicable
Item 6. Capital Stock and Other Securities.................. Distributions and Taxes; Organization and Description
of Shares
Item 7. Purchase of Securities Being Offered................ How to Purchase Shares; Net Asset Value
Item 8. Redemption or Repurchase............................ How to Redeem Shares
Item 9. Pending Legal Proceedings........................... Not Applicable
PART B
Item 10. Cover Page.......................................... Cover Page
Item 11. Table of Contents................................... Cover Page
Item 12. General Information and History..................... General Information and History
Item 13. Investment Objectives and Policies.................. Portfolio Investments and Strategies; Investment
Restrictions
Item 14. Management of the Fund.............................. Management
Item 15. Control Persons and Principal Holders of
Securities....................................... Principal Shareholders
Item 16. Investment Advisory and Other Services.............. Investment Advisory Services; Administrator;
Custodian; Independent Public Accountants
Item 17. Brokerage Allocation and Other Practices............ Portfolio Transactions
Item 18. Capital Stock and Other Securities.................. General Information and History
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered......................... Purchases and Redemptions
Item 20. Tax Status.......................................... Additional Income Tax Considerations
Item 21. Underwriters........................................ Distributor
Item 22. Calculation of Performance Data..................... Investment Performance
Item 23. Financial Statements................................ Report of Independent Auditors; Statement of Net Assets
</TABLE>
PART C
Information required to be included in Part C is set forth
under the appropriate item, so numbered, in Part C to
the Registration Statement.
<PAGE>
This pre-effective amendment to the Registration Statement of the Driehaus
Mutual Funds (Pre-Effective Amendment No. 2 under the Securities Act of 1933
(the "1933 Act") and Amendment No. 2 under the Investment Company Act of 1940
(the "1940 Act")) is being filed to file Exhibit 11- the Consent of Arthur
Andersen LLP dated October 4, 1996 which had been inadvertently omitted from
Pre-Effective Amendment No. 1 under the 1933 Act (Amendment No. 1 under the
1940 Act) filed on October 7, 1996. Part A and B of Pre-Effective Amendment
No. 1 are hereby incorporated by reference into this Registration Statement.
<PAGE>
DRIEHAUS MUTUAL FUNDS
FORM N-1A
PART C: OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS:
(i) Financial Statements included in Part A of the Registration
Statement: None
(ii) Financial Statements included in Part B of the Registration
Statement:
Statement of Net Assets at September 13, 1996
Report of Independent Auditors
Schedules I, II, III, IV and V have been omitted as the required
information is not present.
C-1
<PAGE>
b. EXHIBITS:
(1) Declaration of Trust of Registrant./1/
(2) Bylaws of Registrant./1/
(3) None.
(4) None.
(5) Management Agreement. /2/
(6) Distribution Agreement. /2/
(7) None.
(8) Custodian Services Agreement /2/
(9.1) Transfer Agency Agreement /2/
(9.2) Administration Agreement /2/
(10) Legal opinion and consent of Vedder, Price, Kaufman & Kammholz
/2/
(11) Consent of independent accountants.
(12) Not applicable.
(13) Investment Letter of initial investor in Registrant. /2/
(14) None.
(16) Not applicable.
(18) Not applicable.
(19) Powers of Attorney. /2/
(27) Financial Data Schedule. /2/
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Inapplicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of September 13, 1996, there was one holder of record of Shares of
Registrant.
ITEM 27. INDEMNIFICATION.
Article V of Registrant's Declaration of Trust, filed herewith as
Exhibit 1, provides for the indemnification of Registrant's trustees, officers,
employees and agents against liabilities incurred by them in connection with the
defense or disposition of any action or proceeding in which they may be involved
or with which they may be threatened, while in office or thereafter, by reason
of being or having been in such office, except with respect to matters as to
which it has been determined that they acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of their office ("Disabling Conduct").
- ----------------
/1/ Incorporated by reference to the initial registration statement filed on
June 5, 1996.
/2/ Incorporated by reference to Pre-Effective Amendment No. 1 under the
Securities Act of 1933 (Amendment No. 1 under the Investment Company Act of
1940) filed on October 7, 1996.
C-2
<PAGE>
Registrant has obtained from a major insurance carrier a trustees' and
officers' liability policy covering certain types of errors and omissions.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
<TABLE>
<CAPTION>
Name Position with Adviser Other Business, Profession, Vocation or Employment
- ---- --------------------- --------------------------------------------------
<S> <C> <C>
Richard H. Driehaus Chairman of Board, CEO Chairman of Board, CEO of Driehaus
Securities Corporation ("DSC")
William R. Andersen Vice President None
Mark Genovise Vice President None
Robert F. Moyer President, COO President, COO of DSC
Diane L. Wallace Senior Vice President-Operations Senior Vice President-Operations of DSC
Mary H. Weiss Vice President, Secretary, Chief Vice President, Secretary and Chief
Legal Officer Legal Officer of DSC
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Not applicable.
(b) Information for officers and directors of Driehaus Securities
Corporation ("DSC") is set forth below. The principal business address of each
is 25 East Erie Street, Chicago, Illinois 60611:
<TABLE>
<CAPTION>
NAME POSITION WITH DSC POSITION WITH REGISTRANT
- --------------------- -------------------------------- ------------------------
<S> <C> <C>
Richard H. Driehaus Chairman of Board; CEO President
Robert F. Moyer President; COO Vice President; Trustee
Diane L. Wallace Senior Vice President-Operations Vice President; Treasurer
</TABLE>
C-3
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<TABLE>
<S> <C> <C>
Mary H. Weiss Vice President; Secretary; Vice President; Secretary
Chief Legal Officer
</TABLE>
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All such accounts, books and other documents are maintained (i) at the
offices of the Registrant, (ii) at the offices of Registrant's investment
adviser, Driehaus Capital Management, Inc., and the Registrant's distributor,
Driehaus Securities Corporation, Inc., 25 East Erie Street, Chicago, Illinois,
60611, or (iii) at the offices of Registrant's custodian, Morgan Stanley Trust
Company, One Pierrepont Plaza, Brooklyn, NY 11201, transfer agent, PFPC, 103
Bellevue Parkway, Wilmington, Delaware 19809, or administrator, PFPC, 103
Bellevue Parkway, Wilmington, Delaware 19809.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) The Registrant undertakes to file a Post-Effective Amendment using
financial statements of Registrant, which need not be certified, within four to
six months from the effective date of the Registration Statement.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.
C-4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on the 8th day of October, 1996.
DRIEHAUS MUTUAL FUNDS
By: /s/ Richard H. Driehaus
----------------------------------
Richard H. Driehaus, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Richard H. Driehaus President and Trustee (Principal October 8, 1996
- ------------------------- Executive Officer)
Richard H. Driehaus
/s/ Arthur B. Mellin* Trustee October 8, 1996
- -------------------------
Arthur B. Mellin
/s/ Robert F. Moyer Trustee October 8, 1996
- -------------------------
Robert F. Moyer
/s/ A.R. Umans* Trustee October 8, 1996
- -------------------------
A.R. Umans
/s/ Daniel Zemanek* Trustee October 8, 1996
- -------------------------
Daniel Zemanek
/s/ Diane L. Wallace Treasurer (Principal Financial October 8, 1996
- ------------------------- and Accounting Officer)
Diane L. Wallace
</TABLE>
* Robert F. Moyer signs this document pursuant to powers of attorney filed
herewith.
/s/ Robert F. Moyer
-------------------
Robert F. Moyer
<PAGE>
EXHIBIT INDEX
DRIEHAUS MUTUAL FUNDS
FORM N-1A REGISTRATION STATEMENT
<TABLE>
<C> <S>
(1) Declaration of Trust of Registrant./1/
(2) Bylaws of Registrant./1/
(3) None.
(4) None.
(5) Management Agreement./2/
(6) Distribution Agreement./2/
(7) None.
(8) Custodian Services Agreement/2/
(9.1) Transfer Agency Agreement/2/
(9.2) Administration Agreement/2/
(10) Legal opinion and consent of Vedder, Price, Kaufman & Kammholz/2/
(11) Consent of independent accountants.
(12) Not applicable.
(13) Investment Letter of initial investor in Registrant./2/
(14) None.
(16) Not applicable.
(18) Not applicable.
(19) Powers of Attorney./2/
(27) Financial Data Schedule./2/
</TABLE>
- ----------------
/1/ Incorporated by reference to the initial registration statement filed on
June 5, 1996.
/2/ Incorporated by reference to Pre-Effective Amendment No. 1 under the
Securities Act of 1933 (Amendment No. 1 under the Investment Company Act of
1940) filed on October 7, 1996.
<PAGE>
EXHIBIT 11
Arthur Andersen LLP
As independent public accountants, we hereby consent to the use of our report
dated September 13, 1996, (and to all references to our Firm) included in or
made a part of this registration statement.
/s/ Arthur Andersen LLP
October 4, 1996
