SecProbe.io

CORRESP
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filename1.htm

    Chicago

New
York

Washington,
DC

London

San
Francisco

Los
Angeles

Singapore

vedderprice.com

    April 21, 2020
    Renee
M. Hardt

Shareholder

+1
312 609 7616

rhardt@vedderprice.com

        VIA EDGAR

        Ms. Elena Stojic

        U.S. Securities and Exchange Commission

        Division of Investment Management

        Disclosure Review and Accounting Office

        100 F Street NE

        Washington, DC 20549

 Re: Driehaus Mutual Funds (the “Registrant” or the “Trust”)

Registration Nos. 333-05265 and 811-07655

Dear Ms. Stojic:

On behalf of the Registrant, this letter is
in response to the comments you provided on April 1, 2020 during our telephone conference regarding the Registrant’s filing
made on February 14, 2020 pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”), with
respect to the Driehaus Small/Mid Cap Growth Fund (the “Fund”).

General

 1. Comment: Please include the Fund’s series and class identifiers and
ticker symbol on EDGAR when available.

Response:	The
Fund’s series and class identifiers and ticker symbol have been included on EDGAR.

Fees and Expenses of the Fund

2. (a)
                                                          Comment: Please complete the Fee Table and Expense Example.

Response:	The
completed Fee Table and Expense Example are included as an appendix to this letter.

 (b) Comment: Please complete the fee and expense waiver disclosure in the footnote
to the Fee Table.

Response:	The
completed footnote is included as an appendix to this letter.

222 North LaSalle Street | Chicago, Illinois
60601 | T +1 312 609 7500 | F +1 312 609 5005

Vedder
Price P.C. is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in
California, and Vedder Price Pte. Ltd., which operates in Singapore.

Ms. Elena Stojic

April 21, 2020

Page 2

Principal Investment Strategy

 3. Comment: The disclosure states that the Fund may invest in companies with
limited operating histories. Please clarify whether these companies are included as small/mid cap companies for purposes of the
Fund’s 80% policy. [If they are, the reviewer suggested moving the sentence further up in the paragraph.]

Response:	Companies
with limited operating histories are included as small/mid companies for purposes of the Fund’s 80% policy if they fall within
the small/mid cap range for this Fund.

 4. Comment: The disclosure states that the Adviser takes ESG factors into account
when evaluating investment opportunities.

 (a) Comment: Please clearly explain the Fund’s definition of ESG and its
specific areas of focus. Also disclose the factors the Adviser considers.

Response:
Although the Fund takes ESG factors into account when evaluating investment opportunities, the Fund is not an ESG fund. Rather,
the Adviser considers all of the information disclosed in the second paragraph when evaluating investment opportunities. ESG factors
are no more important than any of the other factors identified in this paragraph. Accordingly, no change has been made in response
to this comment.

However, for the information of the
Staff, the Fund utilizes a third-party rating organization to provide ESG ratings information. The Environmental, Social, and Governance
specific areas of focus according to that service provider are as follows:

Environmental: Climate change,
Natural resources, Pollution & waste, Environmental opportunities

Social: Human capital, Product
liability, Stakeholder opposition, Social opportunities

Governance: Corporate governance,
Corporate behavior

The Fund also utilizes this third-party
rating organization to provide ratings designed to identify company involvement in major ESG controversies, adherence to international
norms and principles, and assessing company performance with respect to these norms and principles.

 (b) Comment: Please describe the Fund’s ESG screening methodology, including
the criteria the Adviser uses to determine what issuers it considers to have strong ESG values consistent with the Fund’s
definition of ESG/areas of ESG focus. For example, describe whether the Adviser considers investments by reference to (i) an ESG
index, (ii) a third-party rating organization, (iii) a proprietary screen and the factors it applies to such screen, or (iv) a
combination of (i) to (iii). Also describe the Adviser’s due diligence practices in applying the ESG screening criteria to
portfolio companies.

Ms. Elena Stojic

April 21, 2020

Page 3

Response:	As
noted above, the Fund is not an ESG Fund. Accordingly, no change has been made in response to this comment. However, for the information
of the Staff, the Adviser, on behalf of the Fund, integrates ESG factor analysis into its investment process through quantitative
and qualitative analyses. Quantitatively, ESG scores from a third-party rating organization are factored into the Adviser’s
screening of existing and prospective portfolio holdings. If a company does not have an ESG Rating or Controversy score, the analyst
or portfolio manager will subjectively assign the company a score based on their knowledge and views of the company’s ESG
footprint. In isolating potential investments that score poorly, the Adviser seeks to identify risks that may not be obvious through
traditional fundamental analysis.

Further qualitative fundamental analysis
is conducted on poor ESG scoring companies, including a reassessment of the quality of the management team and a reassessment of
company operations. Consistent with its risk management process, the purpose of this analysis is to ensure that ESG-related risks
are identified, understood, and controlled by the Adviser. The Adviser’s approach is not exclusionary and negative screening
is not applied within the Fund.

Principal Risks

 5. Comment: The Principal Risks section includes Consumer Discretionary Risk,
Health Care Securities Risk, Information Technology Securities Risk and Industrial Sectors Risk disclosure. Please describe investments
in such sectors in the Principal Investment Strategy section.

Response:	The
Fund does not employ an industry or sector focus but may from time to time have greater exposure to the securities of issuers within
the same industry or sector. Accordingly, this disclosure has been added to the Principal Investment Strategy section.

 6. Comment: Significant market events have occurred since the Fund made its filing
on February 14, 2020. As a result of COVID-19, please consider how the risk disclosure should be revised to address equity and
debt markets. If the Trust does not intend to revise its disclosure accordingly, please supplementally explain the rationale.

Response:	The
Fund has revised its market risk disclosure to include the following: “Due to the uncertainty caused by pandemic risks, global
markets may experience increased volatility which could adversely affect the performance of the Fund’s investments.”

 7. Comment: The Principal Investment Strategy section states that the Fund may
invest up to 20% in equity securities of non-U.S. companies that trade in the U.S. Please add ADRs risk to the Principal Risks
section.

Response:	The
Fund has added the following American Depositary Receipts (“ADRs”) Risk to the Principal Risks section:

ADRs represent ownership of securities
in foreign companies and are held in banks and trust companies. ADRs are traded on U.S. exchanges and are U.S. dollar-dominated.
ADRs are subject to the risks inherent in investing in issuers of foreign securities, which include market, political, currency
and regulatory risks.

Ms. Elena Stojic

April 21, 2020

Page 4

Investment Objective and Principal Investment
Strategy

 8. Comment: Please explain how many days’ notice the Fund would give shareholders
prior to changing its investment objective.

Response:	As
disclosed in the first paragraph, the Fund’s investment objective is fundamental and may not be changed without shareholder
approval. Accordingly, the Fund has not revised its disclosure in response to this comment. However, the Fund notes that shareholders
would receive sufficient notice of such a change in the proxy statement seeking their approval of the change.

 9. Comment: In the second paragraph, please ensure that the disclosure only includes
those equity securities that the Fund considers principal investments.

Response:	The
Fund confirms that the referenced disclosure only includes those equity securities that the Fund considers principal investments.

 10. Comment: The disclosure states that the Fund may invest in convertible securities.
Please revise the disclosure if the Fund expects to invest in contingent convertible securities (CoCos).

Response:	The
Fund does not intend to invest in CoCos. Accordingly, no change has been made in response to this comment.

Principal Risks (Item 9 Disclosure)

 11. Comment: Please address the relevant comments to the Item 4 risk disclosure
to this section.

Response:	Conforming
revisions have been made to this section.

 12. Comment: Please include Preferred Stock Risk, Depositary Receipts Risk and
Liquidity Risk in the Item 4 disclosure as they appear to be principal risks of the Fund.

Response:	As
noted above, American Depositary Receipts Risk has been added to the Item 4 disclosure. Preferred Stock Risks and Liquidity Risk
are not principal risks. Accordingly, Preferred Stock risk has been moved to the Other Investment Strategies and Risks section
and Liquidity Risk has been combined with Illiquid Securities in that section.

 13. Comment: Please include here and in the Item 4 risk disclosure the risks of
investing in ESG companies and in implementing the Adviser’s ESG strategy, including limited data and reporting. The disclosure
should be tailored to the Fund’s definition of ESG and its ESG screening methodology.

Response:	As
noted above, the Fund is not an ESG fund. Accordingly, no change has been made in response to this comment.

Ms. Elena Stojic

April 21, 2020

Page 5

Other Investment Strategies and Risks

 14. Comment: With respect to the Fund’s investments in other investment
companies, please include a separate line item in the fee table if Acquired Fund Fees and Expenses (AFFE) are estimated to be one
basis point or more.

Response:	The
Fund does not expect AFFE to be one basis point or more. Accordingly, a separate line item for AFFE has not been added to the fee
table.

Historical Performance Information for Similar
Accounts Managed by the Adviser

 15. Comment: In the second sentence of the first paragraph, please identify the
Adviser by name.

Response:	The
sentence has been revised to include the Adviser’s name.

 16. Comment: Please confirm supplementally that any accounts included within the
definition of Accounts that are not registered investment companies are private accounts of the Adviser.

Response:	The
Accounts are all private accounts of the Adviser or accounts managed or subadvised by the Adviser.

 17. Comment: In the table, please revise the reference to “(net)”
to clarify that the performance shown is net of all fees and expenses of the composite.

Response:	The
parenthetical has been revised to read “net of all fees and expenses”.

 18. Comment: Please confirm supplementally that the Fund has the records necessary
to support the performance shown in the table as required by Rule 204-2(a)(16) under the Investment Advisers Act of 1940.

Response:	The
Fund confirms that it has such records.

 19. Comment: The disclosure references that the performance data is in compliance
with GIPS. Please confirm that the performance shown is net of all actual fees and expenses and not just net of management fees.

Response:	The
Fund confirms that the performance shown is net of all actual fees and expenses.

Ms. Elena Stojic

April 21, 2020

Page 6

*	*	*

If you have any questions regarding this letter, please call Renee
M. Hardt at (312) 609-7616.

Very truly yours,

/s/ Renee M. Hardt

Renee M. Hardt

 RMH/ser

 cc: Janet McWilliams

Christina Jacobs

Appendix

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you
buy and hold shares of the Fund.

    Shareholder Fees (fees paid directly from your investment)

    Maximum Sales Charge Imposed on Purchases
    None

    Maximum Deferred Sales Charge
    None

    Maximum Sales Charge Imposed on Reinvested Dividends
    None

    Redemption Fee (as a % of amount redeemed within 60 days of purchase)
    2.00%

    Exchange Fee
    None

    Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*

    Management Fee
    0.60%

    Other Expenses**
    3.86%

    Expense Reimbursement***
    (3.51)%

    Total Annual Fund Operating Expenses
    0.95%

 * A shareholder may be required to pay a commission to
their financial intermediary.

 ** “Other Expenses” are estimated for the current
year because the Fund does not expect to commence operations until May 1, 2020.

 *** Driehaus Capital Management LLC, the Fund’s investment
adviser, has entered into a contractual agreement to cap the Fund’s ordinary annual operating expenses (excluding interest,
taxes, brokerage commissions, other investment-related expenses, acquired Fund fees and expenses, and extraordinary expenses,
such as litigation and other expenses not incurred in the ordinary course of the Fund’s business) at 0.95% of average daily
net assets until the earlier of the termination of the investment advisory agreement, by the Board of Trustees or the Fund’s
shareholders, or May 1, 2023. Pursuant to the agreement, and so long as the investment advisory agreement is in place, for a period
of three years subsequent to the Fund’s commencement of operations on May 1, 2020, the Adviser is entitled to reimbursement
for previously waived fees and reimbursed expenses to the extent that the Fund’s expense ratio remains below the operating
expense cap that was in place at the time of the waiver/expense reimbursement as well as the current operating expense cap.

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

    1 Year
    3 Years

    $97
    $303