Lend Lease Funds
803 West Michigan Street, Suite A
Milwaukee, WI 53233-2301

November 7, 2002

Dear Shareholder:

Please find enclosed a notice of a special meeting of shareholders of Lend Lease
U.S. Real Estate Securities Fund (the "Fund"), a series of Lend Lease Funds (the
"Trust"), which is scheduled for December 12, 2002, together with a proxy
statement discussing the matters to be voted on at the meeting. Please take the
time to read the proxy statement and cast your vote.

The meeting is being held to consider the approval of a new investment
subadvisory contract with Lend Lease Rosen Real Estate Securities LLC ("Lend
Lease Rosen"). Lend Lease Rosen has been the investment subadviser of the Fund
since inception. At that time Lend Lease Rosen was 50% owned by Lend Lease Real
Estate Investments, Inc. ("LLREI"), the Fund's investment adviser, and 50% owned
by Rosen Financial Services II ("RFS II"). On October 15, 2002, LLREI increased
its ownership stake in Lend Lease Rosen to 77.5%. This increase has not resulted
in any change in Lend Lease Rosen's personnel, operations or the services it
provides to the Fund. It has, however, resulted in a change of "control" of Lend
Lease Rosen within the meaning of the Investment Company Act of 1940, as amended
(the "Investment Company Act"). As required by the Investment Company Act, the
sub-advisory agreement has terminated under these circumstances. The Trustees
have approved an interim sub-advisory agreement with Lend Lease Rosen that
allows Lend Lease Rosen to continue as the Fund's sub-adviser pending
shareholder consideration of a new sub-advisory agreement at the special
meeting. As discussed in the accompanying proxy statement, the new sub-advisory
agreement is on substantially the same terms as the old agreement.

At this meeting you will also be asked to approve the election of the
Trustees of the Trust. Of the four existing Trustees --Mr. William Klipp,
Mr. Scott MacKillop, Mr. Kevin Malone and Mr. Michael Torres-- three, Messrs.
Klipp, Malone and Torres have been with the Trust since its inception. The
independent Trustees appointed Mr. MacKillop to the Board in May of this
year. The fifth nominee, Mr. Fred Pratt, has been nominated in anticipation
of the special meeting.

Finally, you will be asked to ratify the appointment of PricewaterhouseCoopers,
LLC ("PwC") as the Trust's independent public accountants for the Trust. PwC has
acted as the Trust's independent public accountants to the Trust since
inception.

The Board of Trustees has unanimously recommended that shareholders of the Fund
vote for the proposed subadvisory agreement with Lend Lease Rosen, approve the
slate of Trustees and ratify PwC as the Trust's independent public accountants
for the Trust. Should you have any questions, please feel free to call us at
(877) 563-5327. We will be happy to answer any questions you may have.

I URGE EACH SHAREHOLDER TO VOTE PROMPTLY.

Sincerely,

Michael A. Torres
President

LEND LEASE U.S. REAL ESTATE SECURITIES FUND
A Series of
LEND LEASE FUNDS
803 West Michigan Street, Suite A
Milwaukee, WI 53233-2301

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

NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS

To Be Held on December 12, 2002

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

A Special Meeting of Shareholders (the "Special Meeting") of Lend Lease U.S.
Real Estate Securities Fund (the "Fund"), a series of Lend Lease Funds (the
"Trust"), will be held at the office of Lend Lease Rosen Real Estate Securities
LLC located at 1995 University Ave., Suite 550, Berkeley, CA 94704 on December
12, 2002, at 9:30 a.m. local time for the following purposes:

1. To approve a new investment subadvisory agreement among the Trust, Lend
Lease Real Estate Investments, Inc. and Lend Lease Rosen Real Estate
Securities LLC with respect to the Fund; and

2. To consider and approve the election of the Trustees of the Trust.
Nominated for election are:

William J. Klipp
Scott A. MacKillop
Kevin Malone
Fred N. Pratt
Michael A. Torres

3. To ratify the appointment of PricewaterhouseCoopers, LLC as independent
public accountants for the Trust; and

4. To transact such other business as may properly come before the Special
Meeting and any adjournments thereof.

The Board of Trustees of the Trust has fixed the close of business on October
31, 2002 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and any adjournments thereof.

By Order of the Board of Trustees
Michael A. Torres, President
Berkeley, CA

YOUR VOTE IS IMPORTANT

You can help the Fund avoid the necessity and expense of sending follow-up
letters by promptly returning the enclosed proxy. If you are unable to be
present in person, please mark, date, sign and return the enclosed proxy. The
enclosed envelope requires no postage if mailed in the United States.

LEND LEASE U.S. REAL ESTATE SECURITIES FUND

A Series Of
LEND LEASE FUNDS
803 West Michigan Street, Suite A
Milwaukee, WI 53233-2301
--------------------

PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Lend Lease Funds (the "Trust") to be used at
a Special Meeting of Shareholders (the "Special Meeting") of Lend Lease U.S.
Real Estate Securities Fund (the "Fund") to be held at the office of Lend Lease
Rosen Real Estate Securities LLC ("Lend Lease Rosen") located at 1995 University
Ave., Suite 550, Berkeley, California 94704 on December 12, 2002, at 9:30 a.m.
local time for the following purposes and at any adjournments of the Special
Meeting.

1. To approve a new investment subadvisory agreement among the Trust, Lend
Lease Real Estate Investments, Inc. ("LLREI"), and Lend Lease Rosen
with respect to the Fund ("Proposal 1"); and

2. To consider and approve the election of the Trustees of the Trust
("Proposal 2"). Nominated for election are:

William J. Klipp
Scott A. MacKillop
Kevin Malone
Fred N. Pratt
Michael A. Torres

3. To ratify the appointment of PricewaterhouseCoopers, LLC as independent
public accountants for the Trust ("Proposal 3"); and

4. To transact such other business as may properly come before the Special
Meeting and any adjournments thereof.

QUORUM AND VOTING

Shareholders of record at the close of business on October 31, 2002 (the "Record
Date") are entitled to notice of, and to vote at, the Special Meeting and all
adjournments thereof. As of that date, there was a total of 1,611,194.403 shares
of the Fund issued and outstanding. Each shareholder is entitled to the same
number of votes as the number of full and fractional shares held by such
shareholder. Each share is entitled to one vote. This Proxy Statement and the
accompanying Notice of Special Meeting of Shareholders and proxy are first being
mailed on or about November 7, 2002, to shareholders as of the record date.

You may vote in person at the Special Meeting or by mail using the enclosed
proxy card. To vote by mail, date and sign the enclosed proxy card, and return
it in the enclosed postage-paid envelope.

Any shareholder giving a proxy may revoke it at any time prior to its use. A
shareholder may change a proxy by (1) written notice of revocation received by
the Trust, (2) returning to the Trust a properly executed later dated proxy or
(3) attending the Special Meeting and voting in person. If the enclosed proxy is
properly executed and returned in time to be voted at the Special Meeting, the
shares represented by the proxy will be voted in accordance with the
instructions on the proxy. Unless instructions to the contrary are marked on the
voting instruction form, the shares represented by the proxy will be voted FOR
all the proposals. The proxy grants discretion to the persons named thereon, as
proxies, to take such further action as they may determine appropriate in
connection with any other matter which may properly come before the Special
Meeting or any adjournments. The Board of Trustees does not currently know of
any matter to be considered at the Special Meeting other than the matters set
forth in the Notice of Special Meeting of Shareholders.

All shares that are voted and votes to ABSTAIN will be counted towards
establishing a quorum, as will broker non-votes for matters required by the
Investment Company Act of 1940, as amended (the "1940 Act") to be approved by a
"majority of the outstanding voting securities" of the funds. (Broker non-votes
are shares for which (i) the beneficial owner has not voted and (ii) the broker
holding the shares does not have discretionary authority to vote on the
particular matter.) If a quorum is not present at the Special Meeting, or if a
quorum is present at the Special Meeting but sufficient votes to approve one or
more of the proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose one or more
adjournments of the Special Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of those
shares present at the Special Meeting or represented by proxy. When voting on a
proposed adjournment, the persons named as proxy agents will vote FOR the
proposed adjournment all shares that they are entitled to vote with respect to
each item, unless directed to vote AGAINST the item, in which case such shares
will be voted AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
it is otherwise appropriate.

How is this proxy statement being solicited?

The Board of Trustees expects to make this solicitation primarily by mail. The
costs of solicitation and expenses incurred in connection with preparing this
Proxy Statement will be borne by LLREI, the Fund's investment adviser.

Additional Information About the Fund.

The financial statements of the Fund for the fiscal year ended January 31, 2002
are included in the Trust's annual report for the year ended January 31, 2002,
which has been previously sent to shareholders. The financial statements for the
Fund for the six months

ended July 31, 2002 are included in the Trust's semi-annual report for the six
months ended July 31, 2002, which has been previously sent to shareholders. THE
TRUST WILL FURNISH UPON REQUEST AND WITHOUT CHARGE TO ANY SHAREHOLDER A COPY OF
SUCH REPORTS. A SHAREHOLDER MAY OBTAIN A COPY OF SUCH REPORTS BY WRITING TO LEND
LEASE FUNDS, 803 W. MICHIGAN ST., STE. A, MILWAUKEE, WISCONSIN, 53233 OR BY
CALLING TOLL FREE (877) 563-5327.

As of September 30, 2002, the nominees and the officers of the Trust, as a
group, were record and beneficial owners of less than 1% of the outstanding
shares of the Fund, and the following persons or entities were the owners of 5%
or more of the shares of a class of the Fund:

% of
Outstanding Nature of
Number of Shares in Beneficial
Shareholder Shares Owned Class Class Ownership

Lend Lease Real Estate
Investments
3424 Peachtree Rd., NE, Sole voting power
Suite 800 and sole
Atlanta, GA 30326 59,033.735 12.54% Y Class investment power

Lend Lease Real Estate
Investments
3424 Peachtree Rd., NE, Sole voting power
Suite 800 and sole
Atlanta, GA 30326 58,060.234 5.21% K Class investment power

Lend Lease International
1995 University Ave., Sole voting power
Suite 550 and sole
Berkeley, CA 94704 946,364.722 84.93% K Class investment power

PROPOSAL NO. 1-APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENT AMONG THE
TRUST, LLREI, AND LEND LEASE ROSEN WITH RESPECT TO THE FUND.

Shareholders of the Fund are being asked to approve a new investment subadvisory
agreement among the Trust, LLREI and Lend Lease Rosen (the "Proposed
Agreement"). The Proposed Agreement is attached as Exhibit A to this Proxy
Statement. LLREI serves as investment adviser to the Fund. The address of LLREI
is 3424 Peachtree Rd., NE, Suite 800, Atlanta, GA 30326. Lend Lease Rosen serves
as the Fund's subadviser. The address of Lend Lease Rosen is 1995 University
Ave., Suite 550, Berkeley, CA 94704.

Why are shareholders being asked to approve a new investment subadvisory
agreement?

When the original investment subadvisory agreement among the Trust, LLREI, and
Lend Lease Rosen (the "Prior Agreement") was approved, prior to the Fund's
inception, Lend Lease Rosen was 50% owned by LLREI and 50% owned by Rosen
Financial Services II ("RFS II"). RFS II is jointly owned by Kenneth Rosen and
Michael Torres. Michael Torres is President and a Trustee of the Trust and
serves as the Fund's portfolio manager. On August 1, 2002, LLREI increased its
ownership stake in Lend Lease Rosen to 74.9% and on October 15, 2002, to 77.5%,
in each case by purchasing interests in Lend Lease Rosen from RFS II. Aggregate
consideration paid to RFS II was $14,575,000. The October 15, 2002 purchase
caused the Prior Agreement to terminate automatically. In order to avoid
disruption of the Fund's investment management program, the Board of Trustees,
in accordance with Rule 15a-4 under the 1940 Act, approved the Proposed
Agreement as an interim contract for the 150-day period following October 15,
2002. The Proposed Agreement will terminate automatically on March 14, 2003 (the
end of the 150-day period) unless it is approved by shareholders of the Fund
prior to that date.

How does the Proposed Agreement differ from the Prior Agreement?

The Proposed Agreement is substantially identical to the Prior Agreement. There
are no changes in the scope of services being provided. The fees payable to Lend
Lease Rosen under the Proposed Agreement are the same as the fees payable under
the Prior Agreement.

The Proposed Agreement also includes certain provisions required under Rule
15a-4 that apply only while the Proposed Agreement is serving as an interim
contract. During this period, investment management fees due Lend Lease Rosen
will be held in an interest-bearing escrow account. If the Proposed Agreement is
approved by shareholders, the escrowed funds, including interest, will be paid
to Lend Lease Rosen. If the Proposed Agreement is not approved, Lend Lease Rosen
will be entitled to an amount equal to the lesser of (i) its costs of performing
its services during the interim period plus interest and (ii) the amount in the
escrow account plus interest.

What matters were considered by the Board in recommending the new subadvisory
agreement?

On August 20, 2002, the Board of Trustees, including the Trustees who are not
"interested persons" of LLREI, Lend Lease Rosen, or the Fund ("Independent
Trustees"), unanimously voted to approve the Proposed Agreement. In approving
the Proposed Agreement, the Board of Trustees noted Lend Lease Rosen's and
LLREI's assurances that the change of ownership would not affect the investment
approach or operations of Lend Lease Rosen and that no material changes in the
organization and personnel with day-to-day responsibility for the Fund's
portfolio management are expected as a result of the transaction. The Board
considered the fact that both Mr. Rosen and Mr. Torres had been employees at
will prior to the transaction, but entered into three year employment agreements
as part of the transaction. The Board also noted that the initial term of the
Agreement would be such that the Proposed Agreement would be subject to annual
review and approval by the Board beginning at its meeting in March 2003. This
review

will occur on the same schedule as applied to the Prior Agreement and the
advisory agreement among the Trust and LLREI. The Board also noted that LLREI
would be responsible for the expenses of the proxy solicitation. The Board also
considered the performance of the Fund individually and relative to other mutual
funds that focus on real estate securities such as real estate investment trusts
("REITs"). The Board was also presented with information regarding the Lend
Lease Rosen personnel involved in the day-to-day activities of the Fund among
other matters. After reviewing all of these factors, the Board unanimously
approved the Proposed Agreement and directed that it be presented to
shareholders of the Fund for approval.

When was the current agreement adopted?

The Proposed Agreement was approved by the Board of Trustees, including a
majority of the Independent Trustees, on August 20, 2002, effective October 15,
2002. If approved by shareholders, by its terms, the Proposed Agreement will
continue in effect until October 15, 2003 and thereafter from year to year as
long as it is approved annually by the Board (at a meeting called for that
purpose) or by vote of a majority of the Fund's outstanding shares. In either
case, renewal of the Proposed Agreement must be approved by a majority of the
Trust's independent Trustees. The Proposed Agreement is subject to termination
without penalty on 60 days' written notice by either party to the other and will
terminate automatically in the event of assignment. The Prior Agreement was
approved by the initial shareholder at the time of the Fund's inception, and it
was last approved by the Trustees on March 21, 2002.

What are the investment advisory fees and the investment subadvisory fees for
the Fund?

The investment advisory agreement between the Trust and LLREI provides that the
Fund will pay LLREI a fee equal to 0.80% of average daily net assets. The
investment subadvisory fees payable to Lend Lease Rosen under the Proposed
Agreement are the same as those fees payable under the Prior Agreement which are
equal to 0.40% of average daily net assets. During the fiscal year ended January
31, 2002, LLREI and Lend Lease Rosen earned $119,093 and $59,547 respectively
for investment advisory and subadvisory services provided to the Fund. In
accordance with the terms of a contractual arrangement to limit the Fund's
expenses, LLREI and Lend Lease Rosen each waived their respective fees. LLREI
and Lend Lease Rosen have contractually agreed to limit total annual Fund
operating expenses of Class K and Class Y shares of the Fund to 1.25%, and 0.97%
respectively through January 31, 2003, subject to later reimbursement by the
Fund in certain circumstances. As noted above, any investment subadvisory fees
paid under the Proposed Agreement will be held in escrow pending approval of the
Proposed Agreement.

What services does Lend Lease Rosen provide under the Prior Agreement and
Proposed Agreement?

Under the Prior Agreement and Proposed Agreement, Lend Lease Rosen provides an
investment program for the Fund, makes investment decisions for the Fund and
places all orders for the purchase and sale of portfolio securities and all
other instruments. The

activities of Lend Lease Rosen are subject to the supervision and control of the
Trustees and LLREI.

There will be no change in the terms of the investment advisory agreement
between the Fund and LLREI. LLREI will continue to have responsibility for
oversight and review of Lend Lease Rosen's performance of its duties.

Other Funds Advised by Lend Lease Rosen

Shown below is information regarding registered investment companies with
investment objectives similar to the Fund's for which Lend Lease Rosen provides
investment advisory services (in each case pursuant to a subadvisory agreement).

-------------------------------------------------------------------------
Fund Average Net Assets Ratio of Net
for the Fund's Advisory Fees Paid
fiscal year ended to Lend Lease Rosen
September 30, 2002 to Average Net
Assets (a)
-------------------------------------------------------------------------
Assetmark Real Estate $10,815,000 .40%
Securities Fund
-------------------------------------------------------------------------
Fremont Real Estate $27,521,000 .60%
Securities Fund
-------------------------------------------------------------------------
(a) Lend Lease Rosen has not waived, reduced or otherwise agreed to reduce its
compensation under the applicable subadvisory agreements.

Lend Lease Rosen and its Parents.

Lend Lease Rosen is majority owned by LLREI which is a wholly-owned indirect
subsidiary of Lend Lease Corporation Limited, an integrated real estate funds
management and services company listed on the Australian and New Zealand stock
exchanges and located at Level 46, Tower Building, Australia Square, Sydney, New
South Wales 2000, Australia. Kenneth T. Rosen is Chairman of Lend Lease Rosen
and Chairman of the Fisher Center for Real Estate and Urban Economics at the
University of California Berkeley. Michael A. Torres is Chief Executive Officer
and an investment adviser for Lend Lease Rosen. Jerrold Barag is a director of
Lend Lease Rosen and Chief Investment Officer of LLREI. Richard F. Burns is a
director of Lend Lease Rosen and Head of Marketing and Product Development of
LLREI. David J. Ross is a director of Lend Lease Rosen and Global Chief
Executive Officer of LLREI. The address for each executive officer and director
of Lend Lease Rosen is 1995 University Ave., Suite 550, Berkeley, California,
94704.

Who are the Fund's administrator and underwriter?

UMB Fund Services, Inc. acts as administrator. UMB Distribution Services,
LLC acts as principal underwriter and distributor. Both entities are located
at 803 West Michigan Street, Suite A, Milwaukee, Wisconsin 53233-2301.

What is the voting requirement to approve the Proposed Agreement?

Approval of Proposal 1 requires the affirmative vote of the holders of a
"majority of the outstanding voting securities" of the Fund, as such term is
defined in the 1940 Act. For that purpose, a vote of the holders of a "majority
of the outstanding voting securities" of the Fund means (A) the vote of 67% or
more of the shares of the Fund present at the Special Meeting if the holders of
more than 50% of the outstanding Fund shares are present or represented by
proxy, or (B) the vote of the holders of more than 50% of the outstanding shares
of the Fund, which ever is less. Votes to abstain and broker non-votes will have
the same effect as votes cast against the proposal.

RECOMMENDED SHAREHOLDER ACTION

The Board of Trustees, including the Independent Trustees, unanimously
recommends that shareholders vote FOR approval of the Proposed Agreement.

PROPOSAL NO. 2 -ELECTION OF THE TRUSTEES

At the Special Meeting, shareholders of the Fund will be asked to elect five
individuals to constitute the Board of Trustees of the Fund. The Trustees
provide broad supervision over the affairs of the Trust and the Fund. During the
last full fiscal year the Board of Trustees met 4 times. The Board of Trustees
of the Fund has no standing committees.

Except for Mr. Pratt, all nominees are currently Trustees. Mr. Klipp, Mr.
Malone and Mr. Torres were elected to the Board by the initial shareholder
prior to the Fund's inception. Mr. MacKillop was appointed to the Board of
Trustees in March 2002 by the members constituting the Board of Trustees at
that time. The nominees are listed below.

The persons named as proxies on the enclosed proxy card(s) will vote for the
election of all of the nominees unless authority to vote for any or all of the
nominees is withheld in the proxy. Each Trustee so elected will serve as a
Trustee of the Fund until (i) the Trust is terminated or (ii) such Trustee
sooner dies, resigns, retires or is removed as provided in the governing
documents of the Fund. Each of the nominees has indicated that he is willing to
serve as Trustee, if elected. If any or all of the nominees should become
unavailable for election due to events not now known or anticipated, the persons
named as proxies will vote for such other nominee or nominees as the current
Trustees may recommend.

The nominees, their business addresses, principal occupations for the past five
years and dates of birth are listed below.

Independent Nominees.

- -----------------------------------------------------------------------------------------
POSITION(s) NUMBER OF
HELD WITH PORTFOLIOS IN OTHER
FUND AND PRINCIPAL FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS AND LENGTH OF OCCUPATIONS OVERSEEN BY HELD BY
AGE TIME SERVED DURING PAST 5 YEARS NOMINEE TRUSTEE
- -----------------------------------------------------------------------------------------

William J. Klipp Trustee Private investor 1 Director of
1995 University since 2000 (2000-present); Assetmark Funds
Avenue President and Chief
Suite 550 Operating Officer,
Berkeley, CA 94704 Charles Schwab
DOB: 12/9/55 Investment Management,
Inc., an investment
advisory firm
(1995-1999); Executive
Vice President, Schwab
Funds(R)and Charles
Schwab & Co., Inc., a
financial services
company (1995-1999).
- -----------------------------------------------------------------------------------------
Scott A. MacKillop Trustee President and 1 None
1995 University since 2002 Principal, Trivium
Avenue, Consulting, LLC,
Suite 550 consultant to
Berkeley, CA 94704 financial services
DOB: 5/2/51 organizations
(2001-present);
President (1999-2000),
Executive Vice
President and Chief
Operating Officer
(1997-1999), Portfolio
Management
Consultants, Inc.,
consultant to
financial advisers and
institutions;
President, ADAM
Investment Services,
Inc., consultant to
financial advisers and
institutions
(1997-2000).
- -----------------------------------------------------------------------------------------
Kevin Malone Trustee President and Founder, 1 None
Greenrock Research, since 2000 Greenrock Research,
LLC LLC (1996-present).
231 West 22nd Street
Oak Brook, IL 60523
DOB: 7/3/47
- -----------------------------------------------------------------------------------------

Interested Nominees.

- -----------------------------------------------------------------------------------------
NUMBER OF
POSITION(s) PORTFOLIOS
HELD WITH IN FUND OTHER
FUND AND PRINCIPAL COMPLEX DIRECTORSHIPS
NAME, ADDRESS LENGTH OF OCCUPATIONS DURING OVERSEEN BY HELD BY
AND AGE TIME SERVED PAST 5 YEARS NOMINEE TRUSTEE
- -----------------------------------------------------------------------------------------
Fred N. Pratt, Trustee Chief Executive 1 Lend Lease Real
Jr. (a) (nominee) Officer Estate
3424 Peachtree (2001-present), Investments,
Road NE President & Chief Inc. (U.S.)
Suite 800 Operating Officer
Atlanta, GA 30326 (2000-2001),
DOB: 12/21/44 Principal
(1999-2000) Lend
Lease Real Estate
Investments, Inc.,
an institutional
real estate and
mortgage investments
advisory firm; Chief
Executive Officer
(1997-1999),
Boston Financial
(acquired by Lend Lease
Real Estate Investments,
Inc., November 3, 1999).
- -----------------------------------------------------------------------------------------
Michael A. Trustee, Chief Executive 1 Director of
Torres(b) President Officer, Lend Lease Manufactured
1995 University since Rosen Real Estate Home Communities
Avenue, Suite 550 September Securities LLC, an Inc.(c)
Berkeley, CA 2002, Vice investment advisory
94704 President firm (1998-present);
DOB: 6/21/60 2000 -2002 President ERE Rosen
Real Estate
Securities, L.L.C.,
an investment
advisory firm
(1997-1998);
Director, AMB Rosen
Real Estate
Securities, L.L.C.,
an investment
advisory firm
(1995-1997).
- -----------------------------------------------------------------------------------------

(a) Mr. Pratt is an "interested person" of Lend Lease Funds within the meaning
of the 1940 Act by virtue of his position with the Trust and his position
with LLREI.

(b) Mr. Torres is an "interested person" of Lend Lease Funds within the
meaning of the 1940 Act by virtue of his positions with the Trust and his
position with Lend Lease Rosen.

(c) Manufactured Home Communities, Inc., is a REIT primarily in the
business of owning, operating, leasing, developing, redeveloping and
acquiring manufactured home communities; the Fund does not intend to
purchase securities of Manufactured Home Communities, Inc. so long as
Mr. Torres is a Director of the company.

Nominee Share Ownership.

- ---------------------------------------------------------------------------
Dollar Range of Equity Aggregate Dollar Range
Securities in the Fund of Equity Securities
Beneficially Owned as in All Registered
of September 30, 2002 Investment Companies
Overseen by Trustee in
Family of Investment
Companies Beneficially
Owned as of September
30, 2002
- ---------------------------------------------------------------------------
Independent Nominees:

William J. Klipp $1-$10,000 $1-$10,000
Scott A. MacKillop $1-$10,000 $1-$10,000
Kevin Malone $10,001-$50,000 $10,001-$50,000
- ---------------------------------------------------------------------------
Interested Nominees:

Fred N. Pratt Over $100,000 Over $100,000
Michael A. Torres $10,001-$50,000 $10,001-$50,000
- ---------------------------------------------------------------------------

The Trustees of the Trust who are officers of LLREI or Lend Lease Rosen receive
no remuneration from the Fund. Each of the other Trustees receives a $5,000
annual retainer, $1,000 per meeting attended and is reimbursed for the expenses
of attending meetings. The table below sets forth the compensation of the
Trustees for the fiscal year ended January 31, 2002.

COMPENSATION TABLE (a)

TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION FUND AND FUND COMPLEX
NAME OF TRUSTEE FROM THE FUND (b) PAID TO TRUSTEES
--------------- ------------- ----------------

William J. Klipp $4,500 $9,000
Scott A. MacKillop(c) $ 0 $ 0
Kevin Malone $4,500 $9,000
Michael A. Torres $ 0 $ 0

(a) The Trust has not adopted any pension or retirement plans for the officers
or Trustees of the Trust. Therefore, there have been no benefits accrued
as part of Trust expenses nor are there estimated currently any annual
benefits upon retirement.

(b) The Fund Complex consists solely of the Fund. Total Compensation from the
Fund and Fund Complex reflects fees received with respect to the Fund and
another series of the Trust which no longer operates and no longer pays
compensation to the Trustees.

As of September 30, 2002, none of the Independent Trustees owned securities
beneficially of LLREI, Lend Lease Rosen, UMB Distribution Services, LLC ("UMB"),
the Fund's principal underwriter, or any person directly or indirectly
controlling, controlled by or under common control with LLREI, Lend Lease Rosen
or UMB.

What is the voting requirement for the election of Trustees?

A plurality of votes cast in person or by proxy is sufficient to elect Trustees.
Election by a plurality means that the five nominees receiving the greatest
number of votes will be elected as Trustees. Votes to abstain will have the same
effect as votes against and broker non-votes will not have any effect.

PROPOSAL NO. 3 - RATIFICATION OR REJECTION OF THE SELECTION OF THE FUND'S
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Trustees of the Fund, including all of the Independent Trustees,
has selected PricewaterhouseCoopers, LLC ("PwC") to act as independent public
accountants with respect to its financial statements for the current fiscal year
and recommends that shareholders ratify such selection. PwC has served the Fund
in this capacity since the Fund's inception and has no direct or indirect
financial interest in the Fund. PwC's only interest in the Fund is to serve as
independent auditors. PwC is not expected to be represented at the Special
Meeting and have been given the opportunity to make a statement if they so
desire. A representative of PwC will be available by telephone should the need
for consultation arise.

Fund Related Fees.

Audit Fees. The Fund paid PwC $27,400 for professional services rendered for the
audit of the Fund's annual financial statements for its most recent fiscal year
ended January 31, 2002.

All Other Fees. PwC was paid $15,329 for all other services rendered to the Fund
during the most recent fiscal year ended January 31, 2002.

Non-Fund Related Fees.

Audit Fees. PwC was paid $1,912,654 for professional services rendered for the
audit of the annual financial statements of LLREI, and all entities controlling,
controlled by, or under common control with LLREI that provide services to the
Fund, during the Fund's most recent fiscal year ended January 31, 2002.

All Other Fees. PwC was paid $3,295,353 for all other services rendered to
LLREI, and all entities controlling, controlled by or under common control with
LLREI that provide services to the Fund, during the Fund's most recent fiscal
year ended January 31, 2002.

The Board of Trustees has reviewed for the most recently completed fiscal year
and will review, at least annually, whether PwC's receipt of non-audit fees from
the Fund, and all entities controlling, controlled by, or under common control
with LLREI that provide services to the Fund, is compatible with maintaining
PwC's independence.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING

The Board of Trustees does not know of any other matters to be considered at the
Special Meeting other than those referred to above. If any other matters are
properly brought before the Special Meeting, it is the intention of proxy
holders to vote such proxies on such matters in accordance with their best
judgment.

EXECUTIVE OFFICERS OF THE TRUST

The executive officers of the Trust include Michael A. Torres, Mark A.
Hoopes, Jon P. Kiekhofer, Gage R. Johnson and Patricia K. Styles. Additional
information about Mr. Torres can be found in Proposal 2. Additional
information about other executive officers of the Trust can be found in the
following table.

The President, Treasurer and Secretary hold office until the next annual meeting
of the Trustees and until their respective successors are chosen and qualified
or if before then, until he or she dies, resigns, is removed or becomes
disqualified. The Vice President and Assistant Secretary hold office at the
pleasure of the Trustees. Correspondence intended for each executive officer may
be sent to their respective address as set forth in the following table.

- --------------------------------------------------------------------------------
POSITION(s)
HELD WITH
FUND AND
LENGTH OF PRINCIPAL OCCUPATIONS DURING PAST
NAME, ADDRESS AND AGE TIME SERVED 5 YEARS
- --------------------------------------------------------------------------------
Mark A. Hoopes Vice Principal (2002 - present); Vice
1995 University Avenue, President, President (2000 - 2002), Lend Lease
Suite 550 Assistant Real Estate Investments, Inc.
Berkeley, CA 94704 Treasurer (2000-present); Account Director,
DOB: 3/31/64 since 2000 Mutual Fund Services Division, SEI
Investments, Inc. (1994-2000).
- --------------------------------------------------------------------------------
Jon P. Kiekhofer Treasurer Administration Services Manager
803 West Michigan since 2000 (1999-present), Senior Financial
Street, Suite A Analyst (1995-1999), Financial Analyst
Milwaukee, WI 53233 (1994-1995) - UMB Fund Services, Inc.
DOB: 12/20/58
- --------------------------------------------------------------------------------
Gage R. Johnson Secretary General Counsel (2001-present), Chief
Monarch Tower since 2000 Counsel (2000-2001), Principal
3424 Peachtree Road, (1999-present), Senior Vice President
N.E., Suite 800 - Legal Department (1999), Vice
Atlanta, GA 30326 President - Legal Department (1998),
DOB: 11/28/61 Lend Lease Real Estate Investments,
Inc.; Of Counsel, Real Estate
Department - Paul, Hastings, Janofsky
& Walker LLP, a private law firm
(1994-1998).
- --------------------------------------------------------------------------------
Patricia K. Styles Assistant Blue Sky and Client Development
803 West Michigan Secretary Manager (1999-present), Blue Sky
Street, Suite A since 2000 Supervisor (1996-1999), Senior
Milwaukee, WI 53233 Compliance Analyst (1995-1996),
DOB: 3/9/58 Compliance Analyst (1994-1995) - UMB
Fund Services, Inc.
- --------------------------------------------------------------------------------

SHAREHOLDER PROPOSALS

The Fund does not hold annual meetings of shareholders. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent shareholder
meeting should send their written proposals to the Secretary of the Trust, at
Lend Lease Funds, 803 West Michigan Street, Suite A, Milwaukee, WI 53233-2301.

WHETHER OR NOT YOU PLAN TO ATTEND THIS SPECIAL MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES.

November 7, 2002

LEND LEASE U.S. REAL ESTATE SECURITIES FUND
A SERIES OF
LEND LEASE FUNDS
803 WEST MICHIGAN STREET, SUITE A
MILWAUKEE, WI 53233-2301

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

NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 2002

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

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF LEND LEASE FUNDS

The undersigned shareholder(s) of Lend Lease U.S. Real Estate Securities Fund
(the "Fund") appoint(s) Mark A. Hoopes and Jon P. Kiekhofer, or either of them,
true and lawful proxies, with power of substitution, to vote all shares which
the undersigned is entitled to vote at the Special Meeting of shareholders (the
"Special Meeting") to be held at 1995 University Ave., Suite 550, Berkeley,
California, 94704 on December 12, 2002 at 9:30 a.m., local time, and at any and
all adjournments or postponements thereof. Receipt of the Notice of the Special
Meeting and the Proxy Statement with respect thereto is hereby acknowledged.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. YOU MUST MARK THE BOX "ABSTAIN" IF YOU WISH TO ABSTAIN. IF
NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THESE MATTERS
AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

------------------------------------
Date

------------------------------------
Shareholder Signature(s)

Note: Please sign exactly as your name appears hereon. If shares are held
jointly, each holder should sign. Corporate proxies should be signed by an
authorized officer. Trustees and other fiduciaries should indicate the capacity
in which they sign, and where more than one name appears, a majority must sign.

BE SURE TO VOTE YOUR SHARES ON THE REVERSE SIDE

Please fill in box(es) as shown using blue or black ink or number 2 pencil.
Example [X]

PLEASE DO NOT USE FINE POINT PENS.

FOR AGAINST ABSTAIN
1. To approve a new [ ] [ ] [ ]
investment subadvisory
agreement among Lend
Lease Real Estate
Investments, Inc., Lend
Lease Funds and Lend
Lease Rosen Real Estate
Securities LLC with
respect to Lend Lease
U.S. Real Estate
Securities Fund.

FOR WITHHOLD
all authority
nominees to vote for
listed all nominees
(except as
marked to
the
contrary
at left)
2. To elect the five [ ] [ ]
nominees specified below
as Trustees:
William J. Klipp
Scott A. MacKillop
Kevin Malone
Fred N. Pratt
Michael A. Torres

- -----------------------------------------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S)
OF THE NOMINEE(S) ON THE LINE ABOVE.)

FOR AGAINST ABSTAIN
3. To ratify the [ ] [ ] [ ]
appointment of
PricewaterhouseCoopers, LLC
as independent public
accountants for Lend
Lease Funds.

4. In the discretion of the
proxies, on such other
matter as may properly
come before the meeting
and any adjournment
thereof.

PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING