UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-09679 --------- Lend Lease Funds 803 West Michigan Street Suite A Milwaukee, Wisconsin 53233-2301 -------------------------------- (Address of principal executive offices) Constance Dye Shannon UMB Fund Services, Inc. 803 West Michigan Street, Suite A Milwaukee, Wisconsin 53233 Copy to: Elizabeth Shea Fries, Esq., P.C. Goodwin Procter LLP Exchange Place Boston, MA 02109-2881 --------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (414) 271-5885 -------------- Date of fiscal year end: January 31 ---------- Date of reporting period: July 31, 2003 ------------- ITEM 1. REPORTS TO STOCKHOLDERS The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), (17 CFR 270.30e-1): - -------------------------------------------------------------------------------- LEND LEASE FUNDS: LEND LEASE U.S. REAL ESTATE SECURITIES FUND SEMI-ANNUAL REPORT JULY 31, 2003 [GRAPHIC OMITTED] Shares of Lend Lease Funds are distributed by an independent third party, UMB Distribution Services, LLC. - -------------------------------------------------------------------------------- To Our Shareholders ------------------------------------------------------------- We are pleased to present Lend Lease Funds' 2003 Semi-Annual Report. In the following pages, you will find detailed financial information for Lend Lease U.S. Real Estate Securities Fund for the six months ended July 31, 2003. In the event you have questions regarding this report, or Lend Lease Funds in general, please visit our website at www.lendleasefunds.com or call a shareholder services representative at 1-877-563-5327. Thank you for your continued support of Lend Lease Funds. We look forward to serving you in the months and years ahead. Sincerely, Lend Lease Funds UMB Distribution Services, LLC, Distributor LEND LEASE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS JULY 31, 2003 (UNAUDITED) Number of Shares Value - ------------- ------------ COMMON STOCKS 87.5% APARTMENTS 23.4% 18,890 Apartment Investment & Management Company 744,455 42,570 Archstone-Smith Trust 1,100,434 22,600 AvalonBay Communities, Inc. 1,061,748 10,110 BRE Properties, Inc. 334,136 14,980 Camden Property Trust 558,904 67,870 Equity Residential 1,893,573 12,960 Essex Property Trust, Inc. 785,376 5,820 Gables Residential Trust 184,785 21,430 Home Properties of New York, Inc. 796,982 66,000 United Dominion Realty Trust, Inc. 1,189,980 ------------ 8,650,373 ------------ DIVERSIFIED/SPECIALTY 10.4% 6,090 Colonial Properties Trust 215,099 6,570 Cousins Properties, Inc. 185,274 17,700 Crescent Real Estate Equities Company 297,714 6,340 Glenborough Realty Trust, Inc. 127,751 3,090 Kilroy Realty Corporation 88,899 22,690 Liberty Property Trust 787,116 42,610 Vornado Realty Trust 1,953,242 6,640 Washington Real Estate Investment Trust 184,592 ------------ 3,839,687 ------------ INDUSTRIAL 10.0% 36,570 AMB Property Corporation 1,027,617 5,610 CenterPoint Properties Corporation 356,796 15,480 Duke Realty Corporation 446,134 63,510 ProLogis 1,749,701 3,910 PS Business Parks, Inc. 144,943 ------------ 3,725,191 ------------ OFFICE 13.7% 8,110 Alexandria Real Estate Equities, Inc. 371,032 6,400 American Financial Realty Trust 94,336 23,520 Arden Realty, Inc. 658,560 27,800 Boston Properties, Inc. 1,203,462 7,440 Brandywine Realty Trust 186,000 22,840 CarrAmerica Realty Corporation 667,156 20,109 Equity Office Properties Trust 557,824 8,790 Mack-Cali Realty Corporation 323,648 9,300 Maguire Properties, Inc. 189,720 9,060 Prentiss Properties Trust 280,407 14,640 SL Green Realty Corporation 524,258 ------------ 5,056,403 ------------ LEND LEASE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) JULY 31, 2003 (UNAUDITED) Number of Shares Value - ------------- ------------ RETAIL - LOCAL 11.4% 12,390 Developers Diversified Realty Corporation $367,983 22,340 Federal Realty Investment Trust 778,996 9,220 Kimco Realty Corporation 377,374 12,150 New Plan Excel Realty Trust 272,160 30,310 Pan Pacific Retail Properties, Inc. 1,296,965 20,130 Regency Centers Corporation 732,329 9,565 Weingarten Realty Investors 414,643 ------------ 4,240,450 ------------ RETAIL - REGIONAL 18.6% 7,770 CBL & Associates Properties, Inc. 374,359 18,970 General Growth Properties, Inc. 1,293,375 37,090 The Macerich Company 1,384,569 16,320 The Rouse Company 652,637 68,090 Simon Property Group, Inc. 2,883,612 14,200 Taubman Centers, Inc. 277,610 ------------ 6,866,162 ------------ TOTAL COMMON STOCKS (COST $26,489,666) 32,378,266 ------------ PREFERRED STOCKS 7.7% 15,600 Developers Diversified Realty Corporation, Series G 395,460 54,200 Equity Office Properties Trust, Series G 1,435,758 17,200 Lexington Corporate Properties Trust, Series B 436,020 9,700 Mills Corporation, Series C 255,595 12,500 New Plan Excel Realty Trust, Series E 325,000 ------------ TOTAL PREFERRED STOCKS (COST $2,746,348) 2,847,833 ------------ Principal Amount - ------------- SHORT-TERM INVESTMENT 4.1% $1,517,339 UMB Bank Money Market Fiduciary 1,517,339 ------------ TOTAL SHORT-TERM INVESTMENT (COST $1,517,339) 1,517,339 ------------ TOTAL INVESTMENTS (COST $30,753,353) 99.3% 36,743,438 OTHER ASSETS LESS LIABILITIES 0.7% 270,844 ------------ NET ASSETS 100.0% $37,014,282 ============ LEND LEASE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2003 (UNAUDITED) ASSETS: Investments, at value (cost $30,753,353) $ 36,743,438 Cash 50,487 Receivable for investments sold 939,064 Interest and dividends receivable 82,788 Prepaid expenses and other assets 42,350 ------------ Total assets 37,858,127 ------------ LIABILITIES: Payable for securities purchased 726,169 Accrued investment advisory fees 753 Accrued distribution fees 30,435 Other accrued expenses 86,488 ------------ Total liabilities 843,845 ------------ NET ASSETS $ 37,014,282 ============ NET ASSETS CONSIST OF: Paid-in-capital $ 30,946,764 Undistributed net investment income 273,143 Accumulated undistributed net realized loss on investment (195,710) Net unrealized appreciation on investments 5,990,085 ------------ NET ASSETS $ 37,014,282 ============ SHARES OUTSTANDING, $0.0001 PAR VALUE, (UNLIMITED SHARES AUTHORIZED) CLASS K 1,639,579 CLASS Y 803,247 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE CLASS K $ 15.19 ============ CLASS Y $ 15.08 ============ See notes to financial statements. LEND LEASE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF OPERATIONS SIX MONTHS ENDED JULY 31, 2003 (UNAUDITED) INVESTMENT INCOME: Dividends $ 971,062 Interest 1,641 ------------ Total investment income 972,703 ------------ EXPENSES: Investment advisory fees 122,334 Professional fees 70,979 Administration and accounting fees 35,656 Shareholder servicing fees 34,631 Distribution fees (see note 5) 26,847 Trustees' fees and expenses 24,218 Insurance expense 23,922 Federal and state registration fees 15,042 Reports to shareholders 10,080 Custody fees 6,031 Other expenses 1,564 ------------ Total expenses before waiver and reimbursement of expenses 371,304 Less: Waiver and reimbursement of expenses (192,906) ------------ Net expenses 178,398 ------------ NET INVESTMENT INCOME 794,305 ------------ REALIZED AND UNREALIZED GAINS: Net realized gain on investments 39,043 Change in unrealized appreciation on investments 5,147,096 ------------ Net gain on investments 5,186,139 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,980,444 ============ See notes to financial statements. LEND LEASE U.S. REAL ESTATE SECURITIES FUND STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED July 31, 2003 Year Ended (UNAUDITED) JANUARY 31, 2003 ---------------- ---------------- OPERATIONS: Net investment income $ 794,305 $ 1,099,229 Net realized gain/(loss) on investments 39,043 (283,490) Change in unrealized appreciation on investments 5,147,096 (382,960) ------------ ------------ Net increase in net assets resulting from operations 5,980,444 432,779 ------------ ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares 7,704,966 9,820,943 Shares issued to shareholders in reinvestment of distributions 574,241 985,828 ------------ ------------ 8,279,207 10,806,771 Payments for shares redeemed (1,816,783) (1,989,118) ------------ ------------ Net increase from capital share transactions 6,462,424 8,817,653 ------------ ------------ DISTRIBUTIONS PAID FROM: Net investment income (575,086) (889,572) Net realized gains - (99,031) ------------ ------------ Total distributions (575,086) (988,603) TOTAL INCREASE IN NET ASSETS 11,867,782 8,261,829 NET ASSETS: Beginning of period/year 25,146,500 16,884,671 ------------ ------------ End of period/year (includes undistributed net investment income of $273,143 and $53,924, respectively) $ 37,014,282 $ 25,146,500 ============ ============ See notes to financial statements. LEND LEASE U.S. REAL ESTATE SECURITIES FUND FINANCIAL HIGHLIGHTS For a Fund Share Outstanding Throughout the Period/Year. CLASS K CLASS K CLASS K CLASS K CLASS Y CLASS Y CLASS Y CLASS Y ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- PERIOD PERIOD SIX MONTHS YEAR YEAR ENDED SIX MONTHS YEAR YEAR ENDED ENDED ENDED ENDED JANUARY ENDED ENDED ENDED JANUARY JULY 31, JANUARY JANUARY 31, JULY 31 JANUARY JANUARY 31, 2003 31, 31, 2001 2003 31, 31, 2001 (UNAUDITED) 2003 2002 (1) (UNAUDITED) 2003 2002 (1) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD/YEAR $ 12.76 $ 12.91 $ 12.55 $ 10.00 $ 12.64 $ 12.78 $ 12.40 $ 10.00 INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.34 0.64 0.70 0.53 0.35 0.67 0.74 0.66 Net realized and unrealized gain/(loss)on investments 2.35 (0.19) 0.66 2.58 2.35 (0.17) 0.65 2.49 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total from investment operations 2.69 0.45 1.36 3.11 2.70 0.50 1.39 3.15 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment income (0.26) (0.55) (0.66) (0.54) (0.26) (0.59) (0.67) (0.72) Distributions from capital gains - (0.05) (0.34) (0.02) - (0.05) (0.34) (0.03) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total distributions (0.26) (0.60) (1.00) (0.56) (0.26) (0.64) (1.01) (0.75) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD/YEAR $ 15.19 $ 12.76 $ 12.91 $ 12.55 $ 15.08 $ 12.64 $ 12.78 $ 12.40 ========== ========== ========== ========== ========== ========== ========== ========== TOTAL RETURN(2) 21.23% 3.29% 11.01% 31.33% 21.56% 3.69% 11.39% 31.66% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period/year $24,901,521 $18,727,963 $13,364,481 $11,727,066 $12,112,761 $6,418,537 $3,520,190 $686,703 Ratio of expenses to average net assets(3) 1.25% 1.25% 1.25% 1.25% 0.97% 0.97% 0.97% 0.97% Ratio of expenses before waivers to average net assets(3) 2.44% 2.75% 2.96% 7.36% 2.39% 2.90% 3.85% 22.69% Ratio of net investment income to average net assets(3) 5.11% 5.21% 5.54% 5.02% 5.38% 5.58% 5.82% 5.80% Ratio of net investment income before waivers to average net assets(3) 3.92% 3.71% 3.83% (1.09)% 3.96% 3.65% 2.94% (15.91)% Portfolio turnover rate(2) 11% 30% 54% 25% 11% 30% 54% 25% (1) Commenced operations on February 16, 2000 (2) Not annualized for periods less than one year (3) Annualized for periods less than one year See notes to financial statements. LEND LEASE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS JULY 31, 2003 (UNAUDITED) 1. ORGANIZATION Lend Lease Funds (the "Trust") was organized on October 28, 1999 as a Delaware business trust and registered under the Investment Company Act of 1940 (the "1940 Act"), as amended, as an open-end management investment company. The Trust currently consists of one investment portfolio: Lend Lease U.S. Real Estate Securities Fund (the "Fund"). The Fund is a non-diversified portfolio of the Trust and is authorized to issue three classes of shares: Class A, Class K and Class Y. The Fund's share classes differ in terms of sales charges, fees and eligibility requirements. The Fund's Class K and Class Y commenced operations on February 16, 2000. As of July 31, 2003, the Fund's Class K and Class Y shares are outstanding. A substantial portion of the shares issued by the Fund are held by an affiliate of Lend Lease Real Estate Investments, Inc., (the "Adviser"). 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The financial statements have been prepared in accordance with accounting policies generally accepted in the United States of America that require management to make certain estimates and assumptions at the date of the financial statements. Actual results may differ from such estimates. INVESTMENT VALUATION - Equity securities for which market quotations are readily available are valued at the most recent closing price. If a closing price is not reported, equity securities for which reliable bid quotations are available are valued at the mean between bid and asked prices. Short-term securities having a maturity of 60 days or less are valued at amortized cost, which approximates market value. Securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board of Trustees. FEDERAL INCOME TAXES - The Fund intends to comply with the requirements of the Internal Revenue Code of 1986 necessary to qualify as a regulated investment company under Subchapter M and to make the requisite distributions of income to its shareholders which will be sufficient to relieve it of all or substantially all federal income tax liability. Therefore no federal income tax or excise tax provision has been made. SECURITIES TRANSACTIONS AND INVESTMENT INCOME - Securities transactions are accounted for on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income is recognized daily on an accrual basis. Return of capital distributions from investments will decrease the cost of investment in the investment security and thus may impact unrealized appreciation or depreciation of the investment security. LEND LEASE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JULY 31, 2003 (UNAUDITED) DISTRIBUTIONS TO SHAREHOLDERS - Dividends from net investment income are declared and paid quarterly. Distributions of net realized capital gains, if any, are declared and paid at least annually. Distributions to shareholders are determined in accordance with federal income tax regulations and are recorded on the ex-dividend date. The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. EXPENSES - Each class of shares is charged for those expenses directly attributable to the class. Expenses that are not directly attributable to a class of shares are typically allocated among the classes in proportion to their relative net assets. 3. CAPITAL SHARE TRANSACTIONS Transactions of the Fund were as follows: SIX MONTHS ENDED YEAR ENDED JULY 31, 2003 JANUARY 31, 2003 ------------- ---------------- CLASS K SHARES: SHARES DOLLARS SHARES DOLLARS Shares sold 220,501 $3,064,695 414,549 $5,434,171 Shares issued to holders in reinvestment of 28,533 399,242 52,767 711,627 dividends and capital gains Shares redeemed (76,892) (1,066,419) (35,233) (457,840) --------- ---------- --------- ---------- Net increase 172,142 2,397,518 432,083 5,687,958 --------- ---------- --------- ---------- CLASS Y SHARES: Shares sold 337,695 4,640,271 328,477 4,386,772 Shares issued to holders in reinvestment of 12,549 174,999 20,578 274,201 dividends and capital gains Shares redeemed (54,825) (750,364) (116,593) (1,531,278) --------- ---------- --------- ---------- Net increase 295,419 4,064,906 232,462 3,129,695 --------- ---------- --------- ---------- Net increase from capital share transactions 467,561 $6,462,424 664,545 $8,817,653 ========= ========== ========= ========== LEND LEASE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JULY 31, 2003 (UNAUDITED) 4. INVESTMENT TRANSACTIONS Purchases and sales of securities for the Fund, excluding short-term investments, for the six months ended July 31, 2003 were $8,699,646 and $3,379,281 respectively. There were no purchases or sales of U.S. Government securities for the six months ended July 31, 2003. 5. INVESTMENT ADVISORY AGREEMENT The Fund has entered into an Investment Advisory Agreement with the Adviser. The Adviser has entered into a Sub-Advisory Agreement with Lend Lease Rosen Real Estate Securities LLC (the "Sub-Adviser") which is responsible for the day to day management of the Fund's investment program. The Fund pays a fee based on the Fund's average daily net assets at the annual rate of 0.80% for the services provided by the Adviser and Sub-Adviser. The Adviser and Sub-Adviser have contractually agreed to limit the annual operating expenses of Class K and Class Y shares of the Fund to 1.25% and 0.97%, respectively, through January 31, 2004, subject to later reimbursement by the Fund in certain circumstances. After January 31, 2004, the expense limitation may renew for annual periods under certain conditions. The Adviser has contractually agreed that in the event that the foregoing Fund expense limitation is not renewed, the Adviser will limit the Fund's Class K and Y shares total annual fund operating expense to 2.25% through January 31, 2011. During the six months ended July 31, 2003, the Adviser and Sub-Adviser waived investment advisory fees for the Fund of $122,334 and reimbursed the Fund $70,572 for other expenses. Pursuant to Rule 12b-1 of the 1940 Act, the Trust has adopted a plan of distribution for the Class K shares of the Fund (the "Plan") which permits the Fund to pay for certain expenses associated with the distribution of its Class K shares and for services provided to its Class K shareholders. Under the Plan, the Fund's Class K shares may pay expenses pursuant to the distribution plan equal to a maximum of 0.25% of the average daily net assets of such class. During the six months ended July 31, 2003, the Fund incurred distribution expenses of $26,847. 6. INVESTMENT RISKS As an investor in real estate investment trusts and other public companies in the real estate industry, the Fund is subject to certain risks generally incidental to the development, ownership and management of real property. These risks include the cyclical nature of real estate markets; changes in general economic, business and credit conditions, including interest rate levels and availability of financing; applicable federal, state, and local regulations; changes in availability and cost of insurance; increases in the costs of labor and materials; material shortages; strikes; changes in market rental rates; competition for tenants; the bankruptcy or insolvency of tenants; and potential liability under environmental and other laws. LEND LEASE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JULY 31, 2003 (UNAUDITED) 7. FEDERAL INCOME TAX INFORMATION At July 31, 2003, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes was as follows: Cost of investments $30,797,532 =========== Gross unrealized appreciation $ 6,050,872 Gross unrealized depreciation (104,966) ----------- Net unrealized appreciation on investments $ 5,945,906 =========== The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions. The tax basis of components of distributable net earnings at January 31, 2003 were as follows: Undistributed ordinary income $ 53,924 Accumulated capital and other losses (110,065) Unrealized appreciation 718,301 ----------- Total accumulated earnings $662,160 =========== The differences between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral from dividends and losses on wash sales. At January 31, 2003, the Fund had realized losses from transactions between November 1, 2002 and January 31, 2003 of $110,065. Post-October losses for tax purposes are deferred and will be recognized in 2004. The tax components of distributions paid during the fiscal years ended January 31, 2003 and January 31, 2002 were as follows: Year Ended Year Ended January 31, 2003 January 31, 2002 ---------------- ---------------- Distributions paid from: Ordinary income $904,420 $1,128,949 Net long-term capital gains 45,728 53,647 Unrecaptured section 1250 gain 38,455 7,973 ----------- ----------- Total distributions paid $988,603 $1,190,569 =========== =========== TRUSTEES William J. Klipp Scott MacKillop Kevin Malone Michael A. Torres INVESTMENT ADVISER LEND LEASE REAL ESTATE INVESTMENTS, INC. Monarch Tower 3424 Peachtree Road N.E. Suite 800 Atlanta, GA 30326 INVESTMENT SUB-ADVISER LEND LEASE ROSEN REAL ESTATE SECURITIES LLC 1995 University Avenue, Suite 550 Berkeley, CA 94704 ADMINISTRATOR AND UMB FUND SERVICES, INC. FUND ACCOUNTANT 803 West Michigan Avenue, Suite A Milwaukee, WI 53233 CUSTODIAN UMB BANK, N.A. 928 Grand Blvd. Kansas City, MO 64106 INDEPENDENT ACCOUNTANTS PRICEWATERHOUSECOOPERS LLP 333 Market Street San Francisco, CA 94105 LEGAL COUNSEL GOODWIN PROCTER LLP Exchange Place Boston, MA 02109 DISTRIBUTOR UMB DISTRIBUTION SERVICES, LLC 803 West Michigan Avenue, Suite A Milwaukee, WI 53233 DIVIDEND-DISBURSING UMB FUND SERVICES, INC. AND TRANSFER AGENT c/o Lend Lease Funds 803 West Michigan Avenue, Suite A Milwaukee, WI 53233 This report is submitted for the general information of shareholders of Lend Lease Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Lend Lease U.S. Real Estate Securities Fund. The Prospectus provides more complete information, including fees and expenses, the investment objectives, risks and operating policies of the Fund. Read the Prospectus carefully. LE 410 0703 ITEM 2. CODE OF ETHICS Not applicable to semi-annual reports for the period ended July 31, 2003. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not applicable to semi-annual reports for the period ended July 31, 2003. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable to semi-annual reports for the period ended July 31, 2003. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. RESERVED ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a)The Registrant's Principal Executive Officer and Principal Financial Officer concluded that the Registrant's Disclosure Controls and Procedures (as defined in 1940 Act Rule 30a-2(c)) provide reasonable assurances that material information regarding the Registrant is made known to them by the appropriate persons, based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report. (b)There was no significant change in the Registrant's internal control over financial reporting that occurred during the Registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 10. EXHIBITS (a)(1) Code of Ethics. Not applicable to semi-annual reports for the period ended July 31, 2003. (a)(2) The certifications required by Rule 30a-2(a) under the 1940 Act are attached as exhibits to this report. (b)The certifications require by Rule 30a-2(b) under the 1940 Act are attached as exhibits to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Lend Lease Funds - ---------------- By: /s/ Michael A. Torres - ---------------------------- Michael A. Torres Principal Executive Officer October 3, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Michael A. Torres - ---------------------------- Michael A. Torres Principal Executive Officer October 3, 2003 By: /s/ Mark A. Hoopes - ---------------------------- Mark A. Hoopes Principal Financial Officer October 3, 2003