DRIEHAUS MUTUAL FUNDS, 497, 1998-01-06

DRIEHAUS MUTUAL FUNDS
497, 1998-01-06
PREPACKAGED SOFTWARE

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TABLE OF CONTENTS

<TABLE>
<S> <C>
SUMMARY....................................... 1
FEE TABLE..................................... 3
FINANCIAL HIGHLIGHTS -- INTERNATIONAL GROWTH
FUND........................................ 4
THE PORTFOLIOS................................ 5
Investment Philosophy....................... 5
Investment Objective and Policies........... 5
DRIEHAUS INTERNATIONAL GROWTH FUND........ 5
DRIEHAUS ASIA PACIFIC GROWTH FUND......... 6
DRIEHAUS EMERGING MARKETS GROWTH FUND..... 7
Portfolio Investments and Risk
Considerations..................... 8
Restrictions on Each Portfolio's
Investments........................ 15
HOW TO PURCHASE SHARES........................ 16
HOW TO REDEEM SHARES.......................... 17
NET ASSET VALUE............................... 19
DISTRIBUTIONS AND TAXES....................... 19
INVESTMENT RETURN............................. 21
MANAGEMENT OF THE FUND........................ 22
ORGANIZATION AND DESCRIPTION OF SHARES........ 24
</TABLE>

This prospectus contains information about the Fund that a prospective investor
should know before investing and should be retained for future reference. A
Statement of Additional Information dated December 31, 1997, as amended from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. It is available upon request without charge
from the Fund at the address or telephone number on this cover. Each portfolio
is a series of the Driehaus Mutual Funds.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

[DRIEHAUS INTERNATIONAL LOGO]

DRIEHAUS INTERNATIONAL
GROWTH FUND

DRIEHAUS ASIA PACIFIC
GROWTH FUND

DRIEHAUS EMERGING
MARKETS GROWTH FUND

PROSPECTUS December 31, 1997

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

The objective of the Driehaus International Growth Fund is to maximize capital
appreciation. The Portfolio pursues its objective by investing primarily in the
equity securities of foreign companies.

The objective of the Driehaus Asia Pacific Growth Fund is to maximize capital
appreciation. The Portfolio pursues its objective by investing primarily in
equity securities of companies in the Asia Pacific region.

The objective of the Driehaus Emerging Markets Growth Fund is to maximize
capital appreciation. The Portfolio pursues its objective by investing primarily
in the equity securities of companies in emerging markets around the world.

There is no assurance that a Portfolio's objective will be achieved.

INVESTMENTS IN THE PORTFOLIOS INVOLVE SIGNIFICANT RISKS. (SEE "THE PORTFOLIOS --
PORTFOLIO INVESTMENTS AND RISK CONSIDERATIONS.")
<PAGE> 2

SUMMARY
- --------------------------------------------------------------------------------

The Driehaus International Growth Fund, the Driehaus Asia Pacific Growth
Fund and the Driehaus Emerging Markets Growth Fund (collectively the
"Portfolios," and each individually a "Portfolio") are each a series of the
Driehaus Mutual Funds (the "Fund"), an open-end management investment company.
The Fund is a "no-load" fund. There are no sales charges.

INVESTMENT OBJECTIVES AND POLICIES. Each Portfolio's investment objective
is to maximize capital appreciation. Each Portfolio seeks to achieve its
objective by investing primarily in the equity securities of foreign companies
using growth-oriented investment criteria. It is anticipated that each Portfolio
will have a relatively high rate of portfolio turnover, which generally
increases the brokerage costs. See "The Portfolios -- Portfolio Investments and
Risk Considerations -- Portfolio Turnover." The investment adviser believes
that, over time, the costs associated with such turnover will be offset by
higher performance. There can be no assurance that each Portfolio's investment
objective will be achieved. See "The Portfolios -- Investment Objective and
Policies."

INVESTMENT RISKS. Each Portfolio is intended for long-term investors who
can accept the risks entailed in investing in foreign securities following the
investment adviser's growth-oriented investment philosophy. Since each Portfolio
invests primarily in foreign securities, investors should understand and
consider carefully the risks involved in foreign investing. Investing in foreign
securities involves certain considerations involving both risks and
opportunities not typically associated with investing in U.S. securities. Such
risks include fluctuations in exchange rates on foreign currencies, less public
information, less government supervision, less liquidity and greater price
volatility. In addition, each Portfolio expects to have substantial investments
in emerging markets, which may be subject to greater risks than other foreign
investments, including the risks of expropriation or other adverse political,
social or diplomatic developments that could affect investment in these nations.
As "non-diversified" funds, each Portfolio will be able to invest a relatively
high percentage of its assets in a limited number of issues, therefore making it
more susceptible to a single economic, political or regulatory occurrence than a
diversified fund. To varying degrees, each of the Portfolios may invest in small
and medium size companies, which may be subject to greater price volatility than
larger companies. See "The Portfolios -- Portfolio Investments and Risk
Considerations."

PURCHASES AND REDEMPTIONS. The minimum initial investment for each
Portfolio is $100,000. The minimum additional investment is $20,000. Shares of
each Portfolio are offered only to residents of states and other jurisdictions
in which the shares are eligible for purchase. See "How to Purchase Shares." For
information on redeeming Portfolio shares, see "How to Redeem Shares."

NET ASSET VALUE. The purchase and redemption price of each Portfolio's
shares is its net asset value per share. The net asset value is determined as of
the close of regular trading on the New York Stock Exchange. See "Net Asset
Value."
<PAGE> 3

DIVIDENDS. Each Fund normally distributes dividends of net investment
income and any net realized short-term and long-term capital gains annually.
Distributions will be reinvested automatically in additional Fund shares, unless
the investor makes a different election. See "Distributions and Taxes."

INVESTMENT ADVISER. Driehaus Capital Management, Inc. (the "Adviser")
provides management and investment advisory services to the Fund. For its
services to the Fund, the Adviser is paid a fee at the annual rate of 1.5% of
average net assets of each Portfolio. See "Management of the Fund."

FINANCIAL HISTORY. Although the Fund was first established as a registered
investment company on June 5, 1996, the International Growth Fund succeeded to
the assets of the Driehaus International Large Cap Fund, L.P., a limited
partnership organized on July 1, 1990 (the "Limited Partnership"). The
performance history included herein for the International Growth Fund is based
upon the operations of the Limited Partnership, restated to reflect the
anticipated expenses of the International Growth Fund. The Asia Pacific Growth
Fund and the Emerging Markets Fund commenced operations in December 1997. See
"Distributions and Taxes."

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FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASIA EMERGING
INTERNATIONAL PACIFIC MARKETS
GROWTH GROWTH GROWTH
------------- ------- --------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............. None None None
Sales Load Imposed on Reinvested
Dividends................................ None None None
Deferred Sales Load......................... None None None
Redemption Fees*............................ None None None
Exchange Fees............................... None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees............................. 1.50% 1.50% 1.50%
12b-1 Fees.................................. None None None
Other Expenses.............................. .63% 1.45%*** 1.25%***
---- ---- ----
Total Fund Operating Expenses............... 2.13%** 2.95%*** 2.75%***
</TABLE>

- -------------------
* There is a $25 charge for payments of redemption proceeds by wire.

** Total Fund Operating Expenses do not reflect the transfer agent's voluntary
fee waiver of .02% during the prior fiscal year. The Adviser has agreed to
reduce its fee and 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 expenses) will not exceed 2.25% of
average net assets during 1998.

*** The Adviser has agreed to reduce its fee and 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 expenses) will
not exceed 2.95% of the average net assets of the Asia Pacific Growth Fund
and 2.75% of the average net assets of the Emerging Markets Growth Fund for
the first twelve months of the respective Portfolio's operations. Without
expense reimbursement, "Other Expenses" and "Total Fund Operating Expenses"
are estimated to be 7.10% and 8.60%, respectively, for the Asia Pacific
Growth Fund and 3.30% and 4.80%, respectively, for the Emerging Markets
Growth Fund for each Portfolio's first fiscal year.

EXAMPLE. The following example illustrates the expenses that an investor would
pay on a $1,000 investment assuming (1) 5% annual return and (2) redemption at
the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
International Growth................................ $22 $71 $124 $281
Asia Pacific Growth................................. 31 98 -- --
Emerging Markets Growth............................. 29 91 -- --
</TABLE>

The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in a Portfolio will bear directly or
indirectly. Because they are new portfolios, the percentages shown for the Asia
Pacific Growth Fund and the Emerging Markets Growth Fund are estimates for the
first fiscal year and the example is completed for only the one- and three-year
periods. NEITHER THE 5% RATE OF RETURN NOR THE FEES AND EXPENSES SHOWN ABOVE
SHOULD BE CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS, FEES OR EXPENSES.
ACTUAL RETURNS, FEES AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

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<PAGE> 5

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

The figures below for the fiscal period from October 28, 1996 (commencement
of operations) through August 31, 1997 have been audited by Arthur Andersen LLP.
The Fund's 1997 Annual Report to Shareholders, which may be obtained without
charge by calling or writing to the Fund, is incorporated by reference into the
Statement of Additional Information. Per share data for an outstanding share
throughout the period is as follows:

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH FUND
FOR THE PERIOD FROM
OCTOBER 28, 1996
THROUGH
AUGUST 31, 1997
-------------------------
<S> <C>
Net asset value, beginning of period........................ $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss.................................... (0.05)
Net gains on securities (both realized and
unrealized).......................................... 1.95
-----------
Total from investment operations.................. 1.90
-----------
LESS DISTRIBUTIONS:
Dividends from net investment income................... 0.00
Distributions from capital gains....................... 0.00
-----------
Total distributions............................... 0.00
-----------
Net asset value, end of period.............................. $ 11.90**
Total return................................................ 19.00%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000's)...................... $180,545
Ratio of expenses to average net assets***................ 2.11%*
Ratio of net investment loss to average net assets***..... (0.67)*
Portfolio turnover........................................ 380.02%**
</TABLE>

- -------------------
* Annualized.

** Not annualized.

*** Such ratios are after voluntary transfer agent fee waivers. The ratio of
expenses to average net assets is 2.13% before fees waived.

Average commission rate paid per share on stock transactions for the period
from October 28, 1997 through August 31, 1997 was $0.0016. Foreign commissions
usually are lower than U.S. commissions when expressed as cents per share due to
the lower per share price of many non-U.S. securities.

4
<PAGE> 6

THE PORTFOLIOS
- --------------------------------------------------------------------------------

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

INVESTMENT PHILOSOPHY

The Adviser's investment philosophy is that accelerating sales and
earnings, consistent with high earnings quality and market timeliness, are
principal criteria for equity investment. Earnings quality reflects the extent
to which current earnings are indicative of future results. Market timeliness
reflects the expectation of an upward movement in the price of a particular
stock in the near future. Information that may alert the Adviser to such
situations includes strong company earnings reports, evidence of increased order
backlogs, new product introductions and industry developments. This fundamental
information is combined with technical analyses (price and volume charts, rating
services where available, etc.) in order to reach an overall judgment about a
security's attractiveness. The Adviser's security selection will be made
primarily using these company-specific criteria and, to a lesser extent, using
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. This is
more likely to occur in emerging markets.

In evaluating countries for investment and determining country and regional
weights, the Adviser considers numerous criteria, including 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 include considerations
specific to a certain country or region of the world. For example, a rapid
increase in the middle class in a developing economy may signal increased demand
for consumer goods such as soft drinks, convenience foods or clothes. Similarly,
a decline in the value of a country's currency may increase demand for its
exports and reduce operating margins for companies which import most of their
products.

INVESTMENT OBJECTIVE AND POLICIES

DRIEHAUS INTERNATIONAL GROWTH FUND. The investment objective of the
Portfolio is to maximize capital appreciation. The Portfolio seeks to achieve
its objective by investing primarily in the equity securities of foreign
companies. Under normal market conditions, the Portfolio 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

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given time. The Portfolio is a non-diversified fund. Current dividend income is
not an investment consideration, and dividend income is incidental to the
Portfolio's overall investment objective.

The securities markets of many developing economies are sometimes referred
to as "emerging markets." Although the amount of the Portfolio's assets invested
in emerging markets will vary over time, the Adviser currently expects that a
substantial portion of the Portfolio'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. These markets are generally
characterized by limited trading volume and greater volatility and, as a result,
the Portfolio may be subject to greater risks to the extent of its investments
in such markets. Moreover, the Portfolio is not limited to a specific percentage
of assets that may be invested in a single emerging market country (although at
all times the Portfolio must be invested in the assets of at least three
countries). Therefore, to the extent a substantial portion of the Portfolio's
assets are invested in a specific country, the Portfolio would be particularly
subject to the risks associated with that country.

Equity securities include common and preferred stock, warrants or rights or
options that are convertible into common stock, debt securities that are
convertible into common stock and depositary receipts for those securities. The
Portfolio may purchase foreign securities in the form of sponsored or
unsponsored depositary receipts or other securities representing underlying
shares of foreign issuers. Generally, the Portfolio would purchase depositary
receipts, rather than directly investing in the underlying shares of a foreign
issuer, for liquidity, timing or transaction cost reasons. The Portfolio also
may utilize a wide range of other securities and derivative instruments to
indirectly gain exposure to foreign securities, including but not limited to
foreign investment companies, swap agreements and similar arrangements. The
Portfolio 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 Portfolio
may also invest in securities of issuers that, together with any predecessors,
have been in continuous operation for less than three years.

The Adviser generally intends to remain fully invested. However, as a
temporary defensive measure, the Portfolio 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), and
purchase short-term debt securities of U.S. or foreign government or corporate
issuers. The Portfolio may also purchase such securities if the Adviser believes
they may be necessary to meet the Portfolio's liquidity needs.

DRIEHAUS ASIA PACIFIC GROWTH FUND. The investment objective of the
Portfolio is to maximize capital appreciation. The Portfolio pursues its
objective by investing primarily in the equity securities of companies in the
Asia Pacific region. The Portfolio 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

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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. At least 65% of the Portfolio's assets will be invested in
Asia Pacific companies. 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 Portfolio
may invest significant assets in any single Asia Pacific country. The Portfolio
is a non-diversified fund. Current dividend income is not an investment
consideration, and dividend income is incidental to the Portfolio's overall
investment objective.

Equity securities include common and preferred stock, depositary receipts,
convertible debt and warrants, rights and options to purchase equity securities.
The Portfolio also may utilize a wide range of other securities and derivative
instruments to indirectly gain exposure to Asia Pacific securities, including
but not limited to foreign investment companies, swap agreements and similar
arrangements. The Portfolio may also invest in securities of issuers that,
together with any predecessors, have been in continuous operation for less than
three years.

The Adviser currently expects that a substantial portion of the Portfolio's
assets will be invested in securities in emerging markets. These markets are
generally characterized by limited trading volume and greater volatility, and,
as a result, the Portfolio may be subject to greater risks to the extent of its
investments in such markets. To the extent a substantial portion of the
Portfolio's assets are invested in a specific country, the Portfolio would be
particularly subject to the risks associated with that country. As a general
rule, investments in securities of Asia Pacific companies involve greater risks
than U.S. investments.

DRIEHAUS EMERGING MARKETS GROWTH FUND. The investment objective of the
Portfolio is to maximize capital appreciation. The Portfolio 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

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Portfolio's assets will be invested in 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 Portfolio
may invest significant assets in any single emerging market country. The
Portfolio is a non-diversified fund. Current dividend income is not an
investment consideration and dividend income is incidental to the Portfolio's
overall investment objective.

Equity securities include common and preferred stock, depositary receipts,
convertible debt and warrants, rights and options to purchase equity securities.
The Portfolio also may utilize a wide range of other securities and derivative
instruments to indirectly gain exposure to emerging market securities, including
but not limited to foreign investment companies, swap agreements and similar
arrangements. The Portfolio may also invest in securities of issuers, that,
together with any predecessors, have been in continuous operation for less than
three years.

Emerging markets are generally characterized by limited trading volume and
greater volatility. Moreover, the Portfolio is not limited to a specific
percentage of assets that may be invested in a single emerging market country.
Therefore, to the extent a substantial portion of the Portfolio's assets are
invested in a specific country, the Portfolio would be particularly subject to
the risks associated with that country.

PORTFOLIO INVESTMENTS AND RISK CONSIDERATIONS

Each Portfolio may utilize from time to time utilize 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 Portfolio to help manage such risks.

All investments, including those in mutual funds, have risks. No investment
is suitable for all investors. EACH PORTFOLIO 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 Portfolio will achieve its
objective.

FOREIGN SECURITIES AND CURRENCIES. 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 Portfolio'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

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from various foreign countries (i) which offer different investment
opportunities, (ii) that are affected by different economic trends, and (iii)
whose stock markets do not 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; and sometimes less advantageous legal, operational
and financial protections applicable to foreign subcustodial arrangements.

To the extent portfolio securities are issued by foreign issuers or
denominated in foreign currencies, a Portfolio'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.

EMERGING MARKET RISKS. The risks described above, including the risks of
nationalization and expropriation of assets, are typically increased to the
extent that a Portfolio invests in issuers located in less developed and
developing nations, whose 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. 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
Portfolio's assets denominated in such currencies. 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

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developments may affect the value of a Portfolio's investments in these
countries and the availability to the Portfolio 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 Portfolio's
investments in such countries illiquid and more volatile than investments in
more developed countries, and the Portfolio 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.

SMALL AND MEDIUM-SIZED COMPANIES. Each of the Portfolios 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. When making large sales, a Portfolio may have to
sell portfolio holdings at discounts from quoted prices or may have to make a
series of small sales over an extended period of time due to the trading volume
of small and medium-sized company securities. Investors should be aware that,
based on the foregoing factors, an investment in a Portfolio may be subject to
greater price fluctuations than an investment in a fund that invests primarily
in larger, more established companies. The Adviser's research efforts may also
play a greater role in selecting securities for a Portfolio than in a fund that
invests in larger, more established companies. The same risk factors apply to
start-up companies.

CURRENCY HEDGING. Most of the Portfolios' assets will be invested in
foreign securities. As a result, in addition to the risk of change in the market
value of portfolio securities, the value of the portfolio in U.S. dollars is
subject to fluctuations in the exchange rate between the 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 to moderate potential changes in the
U.S. dollar value of the portfolio, the Portfolios may enter into a forward
currency exchange contract to sell or buy 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 portfolio only during the period of the
forward contract. Forward currency contracts usually are entered into with banks
and broker-dealers, are not exchange traded and, while they are usually for less
than one year, may be renewed. A default on a contract would deprive a Portfolio
of unrealized profits or force the Portfolio to cover its commitments for
purchase or sale of currency, if any, at the current market price.

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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. When a Portfolio enters into a contract for the
purchase or sale of a foreign portfolio security, it usually is required to
settle the purchase transaction in the relevant foreign currency or receive the
proceeds of the sale in that currency. In either event, the Portfolio is obliged
to acquire or dispose of an appropriate amount of foreign currency by selling or
buying an equivalent amount of U.S. dollars. At or near the time of the purchase
or sale of the foreign portfolio security, the Portfolio may wish to lock in the
U.S. dollar value of a transaction 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 the
Portfolio 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, the Portfolio 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 if the Portfolio seeks to move investments denominated in one
currency to investments denominated in another. The Portfolio may also settle
certain trades in U.S. dollars, in which case the broker will engage in any
transaction hedging necessary and will build the cost of the hedging into the
cost of the securities traded. The use of currency transactions can result in
the Portfolio 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 Portfolio may: (1) purchase and write both
call options and put options on securities, indexes 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, indexes 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"). (For these purposes,
forward currency contracts are not considered derivatives.) In each case, the
value of the instrument or security is "derived" from the performance of an
underlying asset or a "benchmark" such as a security index, an interest rate or
a currency. In general, swaps are agreements pursuant to which the Portfolio
contracts with a bank or broker/dealer to receive a return based on or indexed
to the performance of an individual security or a basket of securities. Each
Portfolio may write a call or put option only if the option is covered. As the
writer of a covered call option, each Portfolio

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<PAGE> 13

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 Portfolio 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. For additional information on
derivatives, please refer to the Statement of Additional Information. If types
of derivatives other than those described herein become available in the future,
a Portfolio may also use those investment vehicles, provided the Fund's Board of
Trustees determines that their use is consistent with the Portfolio's investment
objective.

Derivatives are most often used to manage investment risk or to create an
investment position indirectly because they are more efficient or less costly
than direct investment. They also may be used in an effort to enhance portfolio
returns; however, because of the uncertainties associated with their use
portfolio returns may be decreased by the use of derivatives. 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 Portfolio may invest up to 15% of its net assets
in illiquid securities. Illiquid securities are those securities that are not
readily marketable, including 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 determined to be 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 Portfolio to sell them promptly at an acceptable price.

CONVERTIBLE SECURITIES. By investing in convertible securities, a Portfolio
obtains the right to benefit from the capital appreciation potential in the
underlying stock upon exercise of the conversion right, while earning higher
current income than would be available if the stock were purchased directly. In
determining whether to purchase a convertible security, the Adviser will
consider substantially the same criteria that would be considered in purchasing
the underlying stock. While convertible securities purchased by the Portfolios
are frequently rated investment grade, a Portfolio also may purchase unrated
securities or securities rated below investment grade if the securities meet the
Adviser's other investment criteria. Each Portfolio does not currently intend to
invest more than 5% of its total assets in below investment grade convertible
securities. 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'

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<PAGE> 14

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. In pursuing its investment objective, under normal market
conditions, each Portfolio 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 Portfolio is lost or reduced below investment
grade, the Portfolio is not required to dispose of the security. The Adviser
will, however, consider that fact in determining whether the Portfolio 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 Portfolios annual turnover rate indicates changes in
its portfolio investments. A Portfolio 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 Portfolios will each
experience high rates of portfolio turnover. High portfolio turnover in any year
will result in payment by a Portfolio 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 Portfolios. Securities sold by a
Portfolio 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 Portfolios are likely to
experience high portfolio turnover rates, i.e., over 550% for the Asia Pacific
Growth Fund and over 400% for the Emerging Markets Growth Fund, but portfolio
turnover rates may vary significantly from year to year. The portfolio turnover
rate for the International Growth Fund was 380% during its most recent fiscal
period (not annualized). Portfolio turnover may also be affected by sales of
portfolio securities necessary to meet cash requirements for redemptions of
shares.

PORTFOLIO TRANSACTIONS. The Adviser uses the trading room staff of Driehaus
Securities Corporation ("DSC"), an affiliate of the Adviser, to place the orders
for the purchase and sale of portfolio securities, and options and futures
transactions for the Portfolios. In doing so, the Adviser seeks to obtain the
best combination of price and execution, which involves a number of judgmental
factors. Purchases and sales of securities, futures or options on futures on an
exchange (including a board of trade), and options on securities may be effected
through securities brokers or futures commissions merchants that charge a
commission or fee for their

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<PAGE> 15

services. Orders may be directed to any broker including, to the extent and in
the manner permitted by applicable law, DSC. In order for DSC to effect any such
transaction as a broker for a Portfolio, the commissions, fees or other
remuneration received by DSC must be reasonable and fair, compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities, futures or options on
futures being purchased or sold on an exchange during a comparable period of
time. This standard would allow DSC to receive no more than the remuneration
that would be expected to be received by an unaffiliated broker in a
commensurate arm's-length transaction. Furthermore, the Board of Trustees,
including a majority of the Trustees who are not "interested" Trustees, has
adopted procedures that are reasonably designed to provide that any commissions,
fees or other remuneration paid to DSC are consistent with the foregoing
standard. Brokerage transactions with DSC are also subject to such fiduciary
standards as may be imposed upon DSC by applicable law. The Portfolios each
anticipate that most (or all) transactions for the purchase or sale of American
Depositary Receipts will be placed through DSC, so long as the criteria for
using an affiliated broker are met.

FOREIGN INVESTMENT COMPANIES. The Portfolios may each invest in 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 Portfolio to invest in a foreign investment company in a
country that permits direct foreign investment. Investing through such vehicles
may involve layered fees or expenses. The Portfolios 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 Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio 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 Portfolio seeks to enforce its rights thereto; (b) possible 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 Portfolio 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 Portfolio 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 Portfolio makes such purchase
commitments

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<PAGE> 16

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 Portfolio 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 Portfolio may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which a Portfolio 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 Portfolio 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 Portfolio 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
Portfolio 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
as described below, may increase net asset value fluctuation.

LENDING PORTFOLIO SECURITIES. Each Portfolio 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 Portfolio could experience delays in both
liquidating the loan collateral and recovering the loaned securities and losses.

DIVERSIFICATION. Each Portfolio 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 Portfolio will, however, comply
with diversification requirements imposed by the Internal Revenue Code for
qualification as a regulated investment company. As a non-diversified fund, each
Portfolio may invest a greater proportion of its assets in the obligations 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.

RESTRICTIONS ON EACH PORTFOLIO'S INVESTMENTS

Each Portfolio will not: (1) act as an underwriter for securities; (2)
purchase or sell real estate or commodities (except futures contracts and
forward currency contracts); (3) make loans (except that it may purchase debt
obligations, invest in repurchase agreements and loan portfolio securities,
subject to certain limitations); (4) borrow money (except that it may borrow up
to 33 1/3% of its total assets as a temporary measure for extraordinary or
emergency purposes); (5) invest 25% or more of its total assets in securities of
issuers of any particular industry (excluding U.S. Government securities); or
(6) issue any senior security (except to the extent permitted under the
Investment Company Act of 1940). The policies summarized in this

15
<PAGE> 17

paragraph and each Portfolio's investment objective along with any investment
policies designated as fundamental are fundamental policies and, as such, can be
changed only with the approval of a "majority of the outstanding voting
securities" of a Portfolio as defined in the Investment Company Act of 1940. All
of the investment restrictions are set forth in the Statement of Additional
Information.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

In order to purchase shares, an investor must fill out an Application. The
initial purchase minimum per account is $100,000. The minimum subsequent
purchase is $20,000. These minimums may be waived in the discretion of the Fund.
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. All purchases are confirmed to the investor
in writing except purchases made by reinvestment of dividends, which will be
confirmed quarterly. If no indication is made on the Application, dividends and
distributions payable by a Portfolio are automatically reinvested in additional
shares of the Portfolio.

Purchase orders must be submitted to the Fund together with payment for the
purchase price of the shares ordered and, in the case of a new account, a
completed Application, to Driehaus Mutual Fund, c/o PFPC, P.O. Box 8855,
Wilmington, DE 19899-8855, or for overnight deliveries, to Driehaus Mutual
Funds, c/o PFPC, 400 Bellevue Parkway, Suite 108, Wilmington, DE 19809-3710.
Payment may be made by check or wire transfer. Checks must be made payable to
the Fund. Checks from persons who are not advisory clients of the Adviser or who
do not have a brokerage account with Driehaus Securities Corporation must be
bank or certified checks. The Fund, 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 set forth above).

Financial institutions designated by the Fund's Board of Trustees
(including Charles Schwab Co., Inc.) may accept purchase and redemption orders
on behalf of the Fund or may appoint a sub-designee to do so. The Fund will be
deemed to have received a purchase or redemption order when a designated
financial institution or its sub-designee accepts such order. All orders will be
priced at a Portfolio'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 Fund may enter purchase orders on
behalf of their customers by phone, with payment to follow within several days
as specified in the agreement. The Fund may effect such purchase orders at the
net asset value next determined after receipt of the telephone

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<PAGE> 18

purchase order. It is the responsibility of the broker-dealer, financial
institution or other service provider to place the order with the Fund 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.

Wire transfer instructions are as follows:

Driehaus International Growth Fund:
PNC Bank, N.A., ABA #: 031-000-053, Credit: Driehaus Purchase Account, Bank
Account #: 86-1108-2419, Driehaus International Growth Fund, Fund #001,
Further Credit: (Shareholders Name/Acct #).

Driehaus Asia Pacific Growth Fund:
PNC Bank, N.A., ABA #: 031-000-053, Credit: Driehaus Purchase Account, Bank
Account #: 86-1108-2419, Driehaus Asia Pacific Growth Fund, Fund #002,
Further Credit: (Shareholders Name/Acct #).

Driehaus Emerging Markets Growth Fund:
PNC Bank, N.A., ABA #: 031-000-053, Credit: Driehaus Purchase Account, Bank
Account #: 86-1108-2419, Driehaus Emerging Markets Growth Fund, Fund #003,
Further Credit: (Shareholders Name/Acct #).

Individual Retirement Accounts ("IRAs") may also be established. For
details, call 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.

Shares of each Portfolio are offered only to residents of states and other
jurisdictions in which the shares are available for purchase. The Fund reserves
the right not to accept any purchase order that it determines not to be in the
best interests of the Fund or its shareholders. The Fund also reserves the right
to change its investment minimums without notice.

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

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

BY WRITTEN REQUEST. Shares of a Portfolio may be redeemed by submitting a
written request in good order" to the Fund at Driehaus Mutual Funds, c/o PFPC,
P.O. Box 8855, Wilmington, DE 19899-8855. A redemption request will be
considered to have been received in good order if the following conditions are
satisfied:

(1) The request must be in writing and must indicate the number of shares
or dollar amount to be redeemed and identify the shareholder's account
number;
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<PAGE> 19

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

(3) Unless the proceeds of the redemption are $50,000 or less and the
proceeds are payable to the shareholder of record at the address of
record, 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;

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

(5) 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.

GENERAL REDEMPTION POLICIES. A shareholder may not cancel or revoke a
redemption order once instructions have been received and accepted. The Fund
cannot accept a redemption request that specifies a particular date or price for
redemption or any special conditions.

The price at which a redemption order will be executed is the net asset
value next determined after proper redemption instructions are received. (See
"Net Asset Value".) Because the redemption price received depends upon the
Fund's net asset value per share at the time of redemption, 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, in its sole discretion, may accept telephonic redemption requests
from broker-dealers, financial institutions or other service providers and,
under certain circumstances, from accounts that contain over $1,000,000 at the
time the redemption request is made. The Fund reserves the right to refuse a
telephone redemption request if it believes it advisable to do so. Once a
telephone redemption request is placed it cannot be canceled or modified.
Investors will bear the risk of loss from fraudulent or unauthorized
instructions received over the telephone provided that the Fund reasonably
believes that such instructions are genuine. The Fund and its transfer agent
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. The Fund may incur liability if it does not follow these
procedures. Because of increased telephone volume, investors may experience
difficulty in implementing a telephone redemption during periods of dramatic
economic or market changes.

The Fund will generally mail payment for shares redeemed within seven days
after proper instructions are received. If so requested, the Fund will pay
proceeds by wire, usually on the next business day. The Fund 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 it can be verified that payment for the purchase of those
shares has been (or will be) collected. Such delays may be avoided if shares are
purchased by certified or bank check or by wire transfer.

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<PAGE> 20

The Fund 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 redemption is processed.

Shares in any account maintained with the Fund may be redeemed by the Fund
to the extent necessary to reimburse the Fund for any loss it sustains that is
caused by a shareholder (such as losses from uncollected checks for the purchase
of shares, or any Fund liability under the Internal Revenue Code provisions on
backup withholding).

NET ASSET VALUE
- --------------------------------------------------------------------------------

Purchases and redemptions are made at a Portfolio's net asset value per
share next calculated after receipt of a purchase order and payment or written
redemption request 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 the Portfolio's
assets and liabilities by the number of the Portfolio's shares outstanding.

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DISTRIBUTIONS. Income dividends for each Portfolio, if any, are normally
declared and paid annually. Each Portfolio intends to distribute by the end of
each calendar year at least 98% of any net investment income for the calendar
year plus 98% of net capital gains 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 Portfolio intends to distribute any
undistributed net investment income and net realized capital gains in the
following year. Gains or losses attributable to fluctuations in exchange rates
which occur between the time a Portfolio accrues receivables or liabilities
denominated in a foreign currency and the time the Portfolio actually collects
such receivables, or pays such liabilities, generally are treated as ordinary
income or ordinary loss. Similarly, on disposition of debt securities
denominated in a foreign currency and on disposition of certain futures and
forward contracts, gains or losses attributable to fluctuations in the value of
foreign currency between the date of acquisition of the security or contract and
the date of disposition are also treated as ordinary gain or loss. These gains
or losses, referred to under the Internal Revenue Code as "Section 988" gains or
losses, may increase or decrease the amount of a Portfolio's taxable income to
be distributed to its shareholders as ordinary income.

All income dividends and capital gain distributions will be reinvested in
additional shares unless an investor elects to have distributions either (1)
paid by check or (2) deposited by electronic transfer into a bank checking
account. Reinvestment into the same Portfolio account normally occurs one
business day after the record date. If an investor chooses to receive
distributions in cash, a distribution check normally will be mailed
approximately 15 days after the

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<PAGE> 21

record date. Each Portfolio reserves the right to reinvest the proceeds and
future distributions in additional Portfolio shares if distribution checks are
returned as undeliverable or are not presented for payment within six months.

U.S. FEDERAL INCOME TAXES. Each Portfolio of the Fund is treated as a
separate entity for accounting and tax purposes. The International Growth Fund
has qualified and elected to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code and intends to continue to so qualify.
The other Portfolios intend to qualify and will elect at the filing of their
first tax returns to be treated as regulated investment companies under
Subchapter M of the Internal Revenue Code.

Distributions will be taxable, under federal income tax law, whether
received in cash or reinvested in additional shares. For federal income tax
purposes, any distribution that is paid in January but was declared in October,
November or December of the prior calendar year is deemed paid in the prior
calendar year. When buying shares of a Portfolio on or before the record date of
a dividend, shareholders should be aware that the amount of any forthcoming
dividend payment, although in effect a return of capital to that particular
shareholder, will be taxable as described below.

Dividends derived from net investment income and net short-term capital
gain will be subject to federal income tax at ordinary rates. Distributions of
net long-term capital gain will be taxable as long-term capital gain regardless
of the length of time the shares have been held. Long-term capital gain
distributions received by individual shareholders with regard to sales or
exchanges on or before May 6, 1997 will be taxed at a maximum rate of 28%.
Long-term capital gain distributions received by individual shareholders with
regard to sales or exchanges after May 6, 1997 will be taxed at a maximum rate
of 20% (10% for individuals in the lowest tax bracket) if such sales or
exchanges relate to securities held more than 18 months and at a maximum rate of
28% (15% for individuals in the lowest tax bracket) if such sales or exchanges
relate to securities held more than 12 months but not more than 18 months. It is
not anticipated that dividends paid by a Portfolio will qualify for the
dividends received deduction available to corporate shareholders.

Gains and losses attributable to fluctuations on the value of foreign
currencies will be generally characterized as ordinary gain or loss.

Each Portfolio will advise shareholders annually as to the source of
distributions for tax purposes. If a shareholder is not subject to tax on
income, the shareholder will not be required to pay federal income tax on these
amounts.

If a loss is realized on the sale of Portfolio shares held for six months
or less, any short-term loss resulting from the sale is recharacterized as
long-term to the extent of any long-term capital gain distributions received
with respect to those shares.

FOREIGN INCOME TAXES. Investment income received by each Portfolio 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 Portfolio to a

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<PAGE> 22

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
Portfolio's assets to be invested within various countries will fluctuate and
the extent to which tax refunds will be recovered is uncertain. Each Portfolio
intends to operate so as to qualify for treaty-reduced tax rates where
applicable.

To the extent that a Portfolio is liable for foreign income taxes, the
Portfolio intends to operate so as to meet the requirements of the U.S. Internal
Revenue Code to "pass through" to the Portfolio's shareholders foreign income
taxes paid, but there can be no assurance that the Portfolio 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 Portfolio to foreign countries (which taxes relate primarily to
investment income). The shareholders of the Portfolio may claim a credit by
reason of the Portfolio'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 Portfolio. If a
Portfolio does not make such an election, the foreign taxes paid by the
Portfolio will reduce the Portfolio's net investment income.

BACKUP WITHHOLDING. The Fund may be required to withhold federal income tax
("backup withholding") at a 31% rate from taxable dividend 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 Portfolio must promptly pay
to the IRS all amounts withheld. Therefore, it is usually not possible for a
Portfolio 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 Portfolio shares.

21
<PAGE> 23

INVESTMENT RETURN
- --------------------------------------------------------------------------------

The total return from an investment in each Portfolio is measured by the
distributions received (assuming reinvestment), plus or minus the change in the
net asset value per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the period (including
reinvestment of distributions) by the value of the share at the beginning of the
period and subtracting one. For a given period, an average annual total return
may be calculated by finding the average annual compounded rate that would
equate a hypothetical $1,000 investment to the ending redeemable value.

Comparison of a Portfolio's total return with alternative investments
should consider differences between the Portfolio and the alternative
investments, the periods and methods used in the calculation of the return being
compared, and the impact of taxes on alternative investments. Of course, past
performance is not necessarily indicative of future results.

The table below shows, as of August 31, 1997, the International Growth
Funds average annual total returns for the one-year, five-year, and since
inception (July 1, 1990) periods. The International Growth Fund's performance
data includes the performance of the Driehaus International Large Cap Fund, L.P.
(the "Limited Partnership") for the periods before the Portfolio's registration
statement became effective. The Limited Partnership, which was established on
July 1, 1990, was managed following substantially the same objective, policies
and philosophies as are currently followed by the International Growth Fund. The
International Growth Fund succeeded to the Partnership's assets on October 28,
1996. The Limited 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 Limited
Partnership had been registered under the 1940 Act, its performance may have
been adversely affected. The Limited Partnership's performance was restated to
reflect estimated expenses of the International Growth Fund. Also shown for
comparison is the performance for the same time periods for 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
composed of a sample of companies representative of the market structure of 18
European and Pacific Basin countries. Performance is historical and does not
represent future results. Investment returns and principal value vary, and there
may be a gain or loss when shares are sold.

INTERNATIONAL GROWTH FUND
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDING AUGUST 31, 1997

<TABLE>
<CAPTION>
SINCE
INCEPTION
ONE-YEAR 5-YEAR (JULY 1, 1990)
-------- ------ --------------
<S> <C> <C> <C>
International Growth Fund........................... 18.73% 20.75% 16.67%
EAFE Index (in U.S. dollars)........................ 9.05% 10.67% 5.93%
</TABLE>

As of the date of this prospectus, the other Portfolios do not have
performance records.

22
<PAGE> 24

MANAGEMENT OF THE FUND
- --------------------------------------------------------------------------------

TRUSTEES AND ADVISER. The Board of Trustees of the Fund has overall
management responsibility. See the Statement of Additional Information for the
names of and additional information about the trustees and officers. The Fund's
Adviser, Driehaus Capital Management, Inc., 25 East Erie Street, Chicago,
Illinois 60611, is responsible for managing the Fund, 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 $2.3 billion in assets. The Adviser is wholly owned by
Richard H. Driehaus.

PORTFOLIO MANAGER -- DRIEHAUS INTERNATIONAL GROWTH FUND. William R.
Andersen, a Vice President of Adviser, has managed the Portfolio since the
commencement of operations in October of 1996. Prior to the Portfolio's
commencement, Mr. Andersen was the portfolio manager for the Limited Partnership
since its inception in July 1990. Mr. Andersen has primary responsibility for
making all investment decisions on behalf of the Portfolio. He is assisted by
portfolio analysts who specialize in various markets, including Western Europe,
Asia Pacific, Canada and emerging markets. In addition to the Portfolio, Mr.
Andersen is the portfolio manager for three Canadian mutual funds, including a
global fund. Mr. Andersen also supervises Mr. Brewer and Mr. Ritter (the
portfolio managers listed below) in their roles as analysts for their respective
regions and markets of the world. He does not, however, supervise or participate
in investment decision-making for the Asia Pacific Growth Fund or the Emerging
Markets Growth 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 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 Portfolio since its inception. Mr. Ritter, an Asia Pacific
analyst with the Adviser, has responsibility for making all investment decisions
on behalf of the Portfolio.

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

23
<PAGE> 25

Crosby Securities and W.I. Carr, both registered broker-dealers, prior to
joining the Investment Adviser in June 1996.

PORTFOLIO MANAGER -- DRIEHAUS EMERGING MARKETS GROWTH FUND. Mr. Emery R.
Brewer has managed the Portfolio since its inception. Mr. Brewer, an emerging
markets analyst with the Adviser, has responsibility for making all investment
decisions on behalf of the Portfolio.

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. Mr. Brewer became a consultant to the Investment Adviser in 1993
prior to joining the Investment Adviser as an international securities analyst
in November 1994.

FEES AND EXPENSES. In return for its services, the Adviser receives a
monthly fee from the Fund, computed and accrued daily, at an annual rate of 1.5%
of average net assets of each Portfolio. This fee is higher than the fees paid
by most mutual funds.

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

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

CUSTODIAN. Morgan Stanley Trust Company (the "Custodian") is the custodian
for the Fund. Foreign securities are maintained in the custody of foreign banks
and trust companies that are members of the Custodian's Global Custody Network
or foreign depositories used by such members.

ORGANIZATION AND DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Fund is a Delaware business trust organized under an Agreement and
Declaration of Trust ("Declaration of Trust") dated May 31, 1996. The
Declaration of Trust may be amended by a vote of either the Fund's shareholders
or its trustees. The Fund may issue an unlimited number of shares, in one or
more series or classes as the Board may authorize. Currently, three series are
authorized and outstanding.