<page>
PRELIMINARY COPY
ADELANTE U.S. REAL ESTATE SECURITIES FUND
A Series of
ADELANTE FUNDS
803 West Michigan Street, Suite A
Milwaukee, WI 53233-2301
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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on January 11, 2005
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A Special Meeting of Shareholders (the "Special Meeting") of Adelante U.S. Real
Estate Securities Fund (the "Fund") (formerly, Lend Lease U.S. Real Estate
Securities Fund), a series of Adelante Funds (the "Trust") (formerly Lend Lease
Funds), will be held at the office of Adelante Capital Management LLC (formerly
Lend Lease Rosen Real Estate Securities LLC) located at 1995 University Ave.,
Suite 225, Berkeley, CA 94704 on January 11, 2005, at 9:00 a.m. local time for
the purpose of considering a new investment advisory agreement between the Trust
and Adelante Capital Management LLC with respect to the Fund.
The Board of Trustees of the Trust has fixed the close of business on November
12, 2004 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.
LIBC/2035789.3
ADELANTE U.S. REAL ESTATE SECURITIES FUND
A Series Of
ADELANTE FUNDS
803 West Michigan Street, Suite A
Milwaukee, WI 53233-2301
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Adelante Funds (the "Trust") (formerly, Lend Lease
Funds) to be used at a Special Meeting of Shareholders (the "Special Meeting")
of Adelante U.S. Real Estate Securities Fund (the "Fund") (formerly Lend Lease
U.S. Real Estate Securities Fund) to be held at the office of Adelante Capital
Management LLC ("Adelante") (formerly Lend Lease Rosen Real Estate Securities
LLC) located at 1995 University Ave., Suite 225, Berkeley, California 94704 on
January 11, 2005, at 9:00 a.m. local time for the purpose of approving a new
investment advisory agreement between the Trust and Adelante with respect to the
Fund (the "Proposal"), and at any adjournments of the Special Meeting.
QUORUM AND VOTING
Shareholders of record at the close of business on November 12, 2004 (the
"Record Date") are entitled to notice of, and to vote at, the Special Meeting
and all adjournments thereof. As of that date, there were a total of
2,362,528.327 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. This Proxy Statement and the accompanying Notice of
Special Meeting of Shareholders and proxy are first being mailed on or about
December 8, 2004, 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 (a) written notice of revocation received by
the Trust, (b) returning to the Trust a properly executed later dated proxy or
(c) 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
proxy, the shares represented by the proxy will be voted FOR the Proposal. 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 that 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 Proposal.
LIBC/2035789.3
Votes to ABSTAIN and broker non-votes (i.e., proxies sent in by brokers and
other nominees which cannot be voted on the Proposal because the beneficial
owners have not given instructions) will be counted towards establishing a
quorum, but will have the effect of a vote against the Proposal. 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 the Proposal 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
matters that come before the Special Meeting 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. In
addition to the solicitation of proxies by mail, Adelante personnel and other
representatives of the Fund may also solicit proxies by telephone, e-mail or in
person. The Fund may also retain a proxy solicitation firm to assist in the
solicitation of proxies. The costs of retaining such a firm, which the Fund does
not anticipate would exceed $10,000, would depend upon the amount and type of
services rendered. This cost, other solicitation costs and the expenses incurred
in connection with preparing this Proxy Statement will be borne by Adelante, the
Fund's investment adviser.
ADDITIONAL INFORMATION ABOUT THE FUND
The financial statements of the Fund for the fiscal year ended January 31, 2004
are included in the Trust's annual report for the year ended January 31, 2004,
which has been previously sent to shareholders. The financial statements for the
Fund for the six months ended July 31, 2004 are included in the Trust's
semi-annual report for the six months ended July 31, 2004, 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 ADELANTE FUNDS, 803 W. MICHIGAN ST., STE. A,
MILWAUKEE, WISCONSIN, 53233 OR BY CALLING TOLL FREE (877) 563-5327.
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LIBC/2035789.3
Security Ownership of Management
The following table shows the beneficial ownership of the Fund shares by the
Fund's Trustees and chief executive officer as of November 12, 2004. All
individuals listed in the table have sole voting and investment power over the
shares shown.
SHARES OF COMMON STOCK PERCENT OF SHARES OF COMMON
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED STOCK BENEFICIALLY OWNED
- ------------------------ ------------------ ------------------------
William J. Klipp 901.923 *
Scott A. MacKillop 2,200.654 *
Kevin Malone 374.383 *
Michael A. Torres+ 5,971.910 *
All Trustees as a group 9,448.870 *
- --------------------------
* Less than 1%
+ Mr. Torres is both a Trustee and chief executive officer of the Trust.
The following table shows persons or entities known to the Fund to be the
beneficial owners of 5% or more of the outstanding shares of a class of the
Fund:
Number of Shares % of Outstanding Nature of Beneficial
Shareholder Owned Shares Ownership
Lend Lease International Property,
Ltd.
1995 University Avenue
Suite 225 Sole voting power and
Berkeley, CA 94704 655,712.828 27.75%1 sole investment power
Arrow & Co.
P.O. Box 30010 M02-1 Sole voting power and
Durham, NC 27702 122,015.545 5.16% sole investment power
1 It is anticipated that Lend Lease International Property, Ltd., an affiliate of LLREI, will vote its shares in favor of the
proposal.
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LIBC/2035789.3
PROPOSAL TO APPROVE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND
ADELANTE WITH RESPECT TO THE FUND.
Shareholders of the Fund are being asked to approve a new investment advisory
agreement between the Trust and Adelante (the "New Advisory Agreement").
Adelante currently serves as interim investment adviser to the Fund. The address
of Adelante is 1995 University Ave., Suite 225, Berkeley, CA 94704.
WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT?
On August 25, 2004, Lend Lease Real Estate Investments, Inc. ("LLREI"), which
has served as the investment adviser to the Fund since the Fund's inception,
sold its 100% ownership interest in Lend Lease Rosen Real Estate Securities LLC
("Lend Lease Rosen"), the Fund's sub-adviser since inception, to ACM Acquisition
LLC ("Holdings"), an entity wholly owned by Michael A. Torres, the CEO of Lend
Lease Rosen, a Trustee of the Trust and the Fund's portfolio manager, and his
wife Nancy Torres. (This sale is referred to as the "Transaction.") Holdings
acquired Lend Lease Rosen for a purchase price of $25 million consisting of a
combination of cash and financing provided by the seller.
Under the terms of the Fund's sub-advisory agreement with Lend Lease Rosen and
the Investment Company Act of 1940, as amended, (the "1940 Act"), the
Transaction effected a change of control of Lend Lease Rosen that caused an
assignment of the sub-advisory agreement between LLREI and Lend Lease Rosen with
respect to the Fund resulting in its automatic termination. In conjunction with
the Transaction, the advisory agreement between LLREI and the Fund was
terminated as well.
To avoid disruption of the Fund's investment program upon termination of the
advisory and sub-advisory agreements, on August 25, 2004 the Trust's Board of
Trustees approved an interim advisory agreement on behalf of the Fund with
Adelante (as Lend Lease Rosen was renamed following its acquisition by Holdings)
under which Adelante provides the same services called for under the outgoing
agreements with Lend Lease Rosen and LLREI on substantially the same terms as
the outgoing agreements. Under the terms of the interim agreement and in
accordance with Rule 15a-4 under the 1940 Act, Fund shareholders must approve a
new advisory agreement, i.e., the New Advisory Agreement, before January 22,
2005 for Adelante to serve as the Fund's investment manager beyond that date.
Under the interim agreement, investment management fees due Adelante are held in
an interest-bearing escrow account. If the New Advisory Agreement is approved by
shareholders, the escrowed funds, including interest, will be paid to Adelante.
If the New Advisory Agreement is not approved, Adelante will be entitled to an
amount equal to the lesser of (a) its costs of performing its services during
the interim period plus interest and (b) the amount in the escrow account plus
interest.
Under the terms of the agreement relating to the sale of Lend Lease Rosen,
Holdings has agreed to use all reasonable efforts to enable the following to be
true regarding Section 15(f) of the 1940 Act: (a) for a period of not less than
three (3) years after the date on which the sale of Lend Lease Rosen occurred,
no more than 25% of Trustees of the Trust shall be "interested persons" (as
defined in the 1940 Act) of any of the Fund, Adelante, Holdings or
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LIBC/2035789.3
any person they control, are controlled by or are under common control with and
(b) for a period of not less than two (2) years after the date on which the sale
of Lend Lease Rosen occurred, neither Holdings nor any person it controls, is
controlled by or is under common control with, shall impose an unfair burden on
the Fund as a result of the sale of Lend Lease Rosen or any express or implied
terms, conditions or understandings applicable to the sale of Lend Lease Rosen.
The agreement in Appendix 1 reflects the terms of the interim agreement, which
apply during the period prior to shareholder approval of a new advisory
agreement, and the terms of the New Advisory Agreement, which will apply if
shareholders approve the Proposal.
HOW DOES THE NEW ADVISORY AGREEMENT DIFFER FROM THE PRIOR ADVISORY AND
SUBADVISORY AGREEMENTS?
The New Advisory Agreement represents a consolidation of the terms of the prior
advisory agreement and the prior sub-advisory agreement, except for elimination
of provisions addressing aspects of the relationship between LLREI as adviser
and Lend Lease Rosen as sub-adviser. There are no changes in the scope of
services being provided to the Fund. The fees payable to Adelante under the New
Advisory Agreement are the same as the fees payable to LLREI under the prior
advisory agreement. Under the New Advisory Agreement, Adelante provides the same
portfolio management services as under the prior sub-advisory agreement. The
portfolio management personnel who performed those services under the prior
sub-advisory agreement in their various capacities with Lend Lease Rosen now
perform the same services under the New Advisory Agreement in corresponding
capacities with Adelante. The New Advisory Agreement provides for performance of
the same services for the Fund as the prior advisory agreement. In addition, in
connection with the Transaction, Adelante retained the personnel previously
responsible for performing LLREI's duties under the prior advisory agreement.
WHAT MATTERS WERE CONSIDERED BY THE BOARD IN RECOMMENDING THE NEW ADVISORY
AGREEMENT?
At a special meeting held on August 25, 2004, the Board of Trustees, including a
majority of the Trustees that are not "interested persons" of the Trust (the
"Independent Trustees"), approved the New Advisory Agreement between Adelante
and the Fund. The New Advisory Agreement was also the subject of a special
meeting of the Board held on August 18, 2004 and separate meetings of the
Independent Trustees who were represented by their own counsel in connection
with their deliberations. In considering the New Advisory Agreement, the
Trustees requested and reviewed a variety of materials relating to the
Transaction, Adelante and the Fund, including financial projections for Adelante
and the Fund following the Transaction, information about the anticipated impact
of the Transaction on Adelante's organization and personnel and the advisory
fees, total expenses and performance of the Fund relative to other similar
mutual funds. The Trustees also considered information concerning Adelante and
the Fund, addressing matters such as personnel, compliance, investment
techniques, Fund and market performance and brokerage practices such as soft
dollars and best execution, relied on in connection with the Board's March 18,
2004 approval of the Fund's former advisory arrangements with LLREI and Lend
Lease Rosen (the "Former Advisory Arrangements"), as updated and supplemented in
connection with the
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LIBC/2035789.3
aforementioned meetings, and other materials and information provided to them in
the interim with respect to the Fund and Adelante, e.g., in connection with the
Board's regular quarterly meeting in June 2004.
At the August 18 and August 25, 2004 Board meetings, Mr. Torres and other
representatives of Adelante outlined the Transaction and discussed how the
Transaction would affect various aspects of Adelante's organization and the
Fund. The Trustees received a presentation from Adelante regarding the Fund's
advisory fee and total expenses and performance as compared to other similar
funds, indicating that as of the most recent month end, the Fund's total expense
ratio (after taking into account the effect of the expense limitation) and
advisory fee rate were at approximately the average for this peer group, and the
Fund was in approximately the fiftieth percentile for three year performance for
this peer group. The Trustees noted that the Fund's performance continued to be
consistent with their expectations given the Fund's size and relative risk
profile. The Trustees also considered information relating to the fees paid by
other clients of Adelante whose portfolios are managed in a manner similar to
the Fund's and concluded that, given the services other than portfolio
management provided to the Fund under the New Advisory Agreement, the fee rate
under the New Advisory Agreement was appropriate in relation to those charged
Adelante's other clients whose assets are managed using the same general
investment strategy as the Fund's.
The Trustees noted that the New Advisory Agreement represented a consolidation
of the functions performed under the existing advisory and subadvisory
agreements on essentially the same terms as those agreements, including the fee
rate paid by the Fund, and that the LLREI employee responsible for the principal
functions performed by LLREI under the former advisory agreement was expected to
become an employee of Adelante in connection with the Transaction for the
purpose of performing those and other functions under the New Advisory
Agreement. The Trustees also noted Adelante's plans to replace elements of its
operations that were directly or indirectly provided by, or relied to some
extent on, LLREI. The Trustees considered Mr. Torres' representations that he
expected Adelante to retain the personnel critical to the management of the
Fund's investment portfolio following the Transaction.
The Trustees also examined how the change in Adelante's financial condition
following the Transaction could affect Adelante's ability to provide the
services required under the New Advisory Agreement. In this regard, the Trustees
reviewed a variety of matters including the impact that withdrawal of LLREI's
support would have on Adelante, financing for the Transaction, profitability
projections for Adelante following the Transaction, projections for the Fund
following the Transaction, and various potential impacts of the Transaction on
other aspects of Adelante's business. After consideration of the foregoing
factors, the Trustees concluded that (a) if Adelante could provide substantially
the same quantity and quality of services to the Fund following the Transaction
as were provided under the Fund's Former Advisory Arrangements, Adelante would
be qualified to serve as the Fund's investment adviser and (b) there was a more
than reasonable likelihood that Adelante will be able to provide services
meeting that standard.
The Trustees considered (a) the Fund's advisory agreement expenses and total
expenses relative to funds with similar investment objectives, (b) the fact that
Adelante had agreed to
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LIBC/2035789.3
pay Fund expenses arising out of the Transaction, such as the expenses of a
shareholder meeting to approve the New Advisory Agreement and (c) Adelante's
agreement to maintain existing expense limitations for a period of 2 years after
the Transaction. On this basis, the Trustees concluded that the expenses of the
New Advisory Agreement were reasonable in relation to the services provided and
the advisory expenses of other similar funds. The Trustees did not consider the
costs of services to be provided to the Fund under the New Advisory Agreement,
or profits to be realized by Adelante from its relationship with the Fund to be
material to their deliberations, given the extent to which Adelante can be
expected to waive its fees and reimburse Fund expenses under its contractual
obligations to limit Fund expenses. Similarly, the Trustees did not consider the
extent to which economies of scale would be realized as the Fund grows, and
whether advisory fee levels reflect these economies of scale for the benefit of
Fund investors, on the grounds that these issues were not relevant given the
Fund's current asset level or the asset levels reasonably foreseeable during the
period prior to the next review of the New Advisory Agreement, which would be
prior to the first anniversary of the Transaction. In this regard, the Trustees
did, however, reiterate their intention expressed in connection with past
contract renewals to monitor these issues on an ongoing basis and address them
as appropriate when circumstances change.
On the basis of the foregoing, the Trustees, including a majority of the
independent Trustees, concluded that approval of the New Advisory Agreement
would be in the interests of the Fund and its shareholders and determined to
recommend that Fund shareholders approve the New Advisory Agreement.
WHEN DID THE TRUSTEES APPROVE THE ADVISORY AGREEMENT?
The New Advisory Agreement was approved by the Board of Trustees, including a
majority of the Independent Trustees, on August 25, 2004. If approved by
shareholders, by its terms, the New Advisory Agreement will continue in effect
until August 25, 2005 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 New
Advisory Agreement must be approved by a majority of the Trust's Independent
Trustees. The New Advisory 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 advisory agreement was
approved by the initial shareholder at the time of the Fund's inception. The
prior sub-advisory agreement was approved by shareholders on December 12, 2002.
The prior advisory and sub-advisory agreements were last approved by the
Trustees on March 18, 2004.
WHAT ARE THE FUND'S INVESTMENT ADVISORY FEES AND THE INVESTMENT SUB-ADVISORY
FEES?
The interim agreement and the New Advisory Agreement each provide that the Fund
will pay Adelante a fee equal to 0.80% of average daily net assets, which is the
same fee payable by the Fund to LLREI under the prior advisory agreement. (Under
the prior sub-advisory agreement, LLREI (and not the Fund) paid Lend Lease Rosen
a sub-advisory fee equal to 0.40% of the Fund's average daily net assets). As
noted above, any fees payable under the interim agreement for the period prior
to shareholder approval of the Advisory Agreement will be held in escrow pending
approval of the Advisory Agreement. During the fiscal year ended January 31,
2004, the fee payable to LLREI under the prior advisory agreement and to
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LIBC/2035789.3
Lend Lease Rosen under the prior sub-advisory agreement were $287,392 and
$143,696, respectively. 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 during fiscal year 2004. Adelante has contractually agreed
to limit total annual Fund operating expenses (excluding interest, taxes,
brokerage commissions, other investment-related costs, extraordinary expenses
such as litigation, other expenses not incurred in the ordinary course of the
Fund's business, and expenses of any counsel or other persons or services
retained by the Independent Trustees) of Class A, Class K and Class Y shares of
the Fund to 1.50%, 1.25%, and 0.97%, respectively, through August 25, 2006,
subject to renewal for one year periods thereafter provided certain conditions
are met and, subject to later reimbursement by Adelante in certain
circumstances. Adelante has also contractually agreed to limit annual total
operating expenses of each of the Fund's Class K and Class Y shares (excluding
interest, taxes, brokerage commissions, other investment-related costs,
extraordinary expenses such as litigation, other expenses not incurred in the
ordinary course of the Fund's business, and expenses of any counsel or other
persons or services retained by the Independent Trustees) to 2.25% through
January 31, 2011. Each of the foregoing contractual expense limitations
represents a continuation of contractual expense limitations maintained by LLREI
and Lend Lease Rosen prior to the Transaction.
WHAT SERVICES DID LLREI AND LEND LEASE ROSEN PROVIDE UNDER THE PRIOR AGREEMENTS
AND WHAT SERVICES WILL ADELANTE PROVIDE UNDER THE NEW ADVISORY AGREEMENT?
Under the prior advisory agreement, LLREI was responsible for overall
administration of the Fund's affairs including matters such as regulatory
compliance and the Fund's relationships with other service providers. Under the
prior subadvisory agreement, Lend Lease Rosen provided an investment program for
the Fund, made investment decisions for the Fund and placed all orders for the
purchase and sale of portfolio securities and all other instruments. Under the
New Advisory Agreement, which consolidates the terms of the prior agreements,
Adelante will provide both the services rendered by LLREI under the prior
advisory agreement, and the services rendered by Lend Lease Rosen under the
prior sub-advisory agreement.
OTHER FUNDS ADVISED BY ADELANTE
Shown below is information regarding registered investment companies with
investment objectives similar to the Fund's for which Adelante provides
investment advisory services (in each case pursuant to a sub-advisory
agreement).
------------------------------ ----------------------------------------- -----------------------------------------
Fund Average Net Assets under management for Ratio of Net Advisory Fees Paid to Lend
the Fund's fiscal year ended September Lease Rosen to Average Net Assets under
30, 2004 management (a)
------------------------------ ----------------------------------------- -----------------------------------------
AssetMark Real Estate $64,480,018 0.40%
Securities Fund
------------------------------ ----------------------------------------- -----------------------------------------
(a) Adelante has not waived, reduced or otherwise agreed to reduce its
compensation under this sub-advisory agreement.
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LIBC/2035789.3
ADELANTE
Adelante is wholly owned by Holdings. Michael A. Torres, who is President and a
Trustee of the Trust, the portfolio manager of the Fund and CEO of Adelante, and
his wife Nancy Torres, each own 50% of the interests in Holdings. Adelante's and
Mr. and Mrs. Torres' address is 1995 University Ave., Suite 225, Berkeley,
California 94704. Mark A. Hoopes and Mark J. Nuti, who are the Chief Compliance
Officer and Chief Operating Officer, respectively, of Adelante, serve as the
Vice President and Treasurer of the Trust and Secretary of the Trust,
respectively.
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 NEW ADVISORY AGREEMENT?
Approval of the Proposal 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 New Advisory Agreement.
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.
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LIBC/2035789.3
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
Adelante 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.
__________________, 2004
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