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 --------- Adelante Funds -------------- (Exact name of registrant as specified in charter) 1995 University Avenue, Suite 225 Berkeley, CA 94704 ------------------ (Address of principal executive offices) Adelante Capital Management LLC 1995 University Avenue, Suite 225 Berkeley, CA 94704 ------------------ (Name and address of agent for service) Registrant's telephone number, including area code: (510) 849-8360 -------------- Date of fiscal year end: January 31 ---------- Date of reporting period: July 31, 2005 ------------- 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, (17 CFR 270.30e-1) - -------------------------------------------------------------------------------- ADELANTE FUNDS: ADELANTE U.S. REAL ESTATE SECURITIES FUND SEMI-ANNUAL REPORT JULY 31, 2005 [LOGO] ADELANTE CAPTITAL MANAGEMENT Shares of Adelante Funds are distributed by an independent third party, UMB Distribution Services, LLC. - -------------------------------------------------------------------------------- To Our Shareholders - -------------------------------------------------------------------------------- We are pleased to present Adelante Funds' 2005 Semi-Annual Report. In the following pages, you will find detailed financial information for Adelante U.S. Real Estate Securities Fund for the six months ended July 31, 2005. In the event you have questions regarding this report, or Adelante Funds in general, please call a shareholder services representative at 1-877-563-5327. Thank you for your continued support of Adelante Funds. We look forward to serving you in the months and years ahead. Sincerely, Adelante Funds UMB Distribution Services, LLC, Distributor ADELANTE U.S. REAL ESTATE SECURITIES FUND EXPENSE EXAMPLE (UNAUDITED) FOR THE SIX MONTHS ENDED JULY 31, 2005 As a shareholder of the Adelante U.S. Real Estate Securities Fund (the "Fund"), you incur ongoing costs, including management fees and other Fund expenses. If you invest through a financial intermediary, you may also incur additional costs such as a transaction fee charged on the purchase or sale of the Fund or an asset-based management fee. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2005 to July 31, 2005. ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any costs that may be associated with investing in the Fund through a financial intermediary. Therefore, the second line of the table is useful in comparing the ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if any costs associated with investing through a financial intermediary were included, your costs would have been higher. Class K Class Y ------------------------------------------------------------------------------------------- Beginning Ending Expenses Beginning Ending Expenses account account paid during account account paid during value value period value value period 2/1/05 7/31/05 2/1/05- 7/31/05(1) 2/1/05 7/31/05 2/1/05- 7/31/05(1) ------------------------------------------------------------------------------------------- Actual $1,000.00 $1,258.70 $6.98 $1,000.00 $1,259.90 $5.42 Hypothetical (5% return before expenses) 1,000.00 1,018.82 6.24 1,000.00 1,020.20 4.84 (1) Expenses are equal to the Funds' annualized expense ratios (1.25% for Class K and 0.97% for Class Y), multiplied by the average account value over the period, and multiplied by 0.4959 (to reflect the one-half year period). ADELANTE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS JULY 31, 2005 (UNAUDITED) Number of Shares Value - --------- --------- COMMON STOCKS 92.6% APARTMENTS 20.2% 25,870 Archstone-Smith Trust $ 1,099,475 18,000 AvalonBay Communities, Inc. 1,576,080 17,510 BRE Properties, Inc. 786,199 7,680 Camden Property Trust 424,550 20,200 Education Realty Trust, Inc. 400,566 42,370 Equity Residential 1,711,748 9,260 Essex Property Trust, Inc. 850,624 43,000 United Dominion Realty Trust, Inc. 1,094,350 ----------- 7,943,592 ----------- DIVERSIFIED/SPECIALTY 7.7% 4,690 Colonial Properties Trust 222,400 9,800 Crescent Real Estate Equities Company 191,296 28,210 Vornado Realty Trust 2,500,534 3,940 Washington Real Estate Investment Trust 126,671 ----------- 3,040,901 ----------- INDUSTRIAL 7.6% 21,770 AMB Property Corporation 1,001,202 15,600 Catellus Development Corporation 562,536 31,510 ProLogis 1,435,596 ----------- 2,999,334 ----------- INDUSTRIAL MIXED 2.0% 7,380 Duke Realty Corporation 250,625 11,490 Liberty Property Trust 515,671 ----------- 766,296 ----------- OFFICE 24.5% 6,210 Alexandria Real Estate Equities, Inc. 499,594 10,000 American Financial Realty Trust 144,000 24,120 Arden Realty, Inc. 963,112 11,900 BioMed Realty Trust, Inc. 302,617 27,300 Boston Properties, Inc. 2,078,895 16,040 Brandywine Realty Trust 519,696 10,140 CarrAmerica Realty Corporation 393,838 29,300 Corporate Office Properties Trust 986,531 61,809 Equity Office Properties Trust 2,191,129 5,890 Kilroy Realty Corporation 306,869 5,990 Mack-Cali Realty Corporation 286,981 4,000 Maguire Properties, Inc. 119,800 7,660 Prentiss Properties Trust 310,000 8,040 SL Green Realty Corporation 560,388 ----------- 9,663,450 ----------- ADELANTE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) JULY 31, 2005 (UNAUDITED) Number of Shares Value - --------- --------- RETAIL - LOCAL 13.5% 19,800 Acadia Realty Trust $ 376,200 14,290 Developers Diversified Realty Corporation 695,494 14,640 Federal Realty Investment Trust 956,139 6,720 Kimco Realty Corporation 441,235 18,910 Pan Pacific Retail Properties, Inc. 1,314,434 12,830 Regency Centers Corporation 791,611 29,500 Sizeler Property Investors, Inc. 379,665 9,400 Weingarten Realty Investors 369,232 ----------- 5,324,010 ----------- RETAIL - REGIONAL 17.1% 11,640 CBL & Associates Properties, Inc. 534,043 18,310 General Growth Properties, Inc. 841,894 18,790 The Macerich Company 1,319,434 35,790 Simon Property Group, Inc. 2,853,894 33,300 Taubman Centers, Inc. 1,183,482 ----------- 6,732,747 ----------- TOTAL COMMON STOCKS (COST $19,867,047) 36,470,330 ----------- PREFERRED STOCKS 4.9% 12,400 Developers Diversified Realty Corporation, Series G 323,268 15,500 Lexington Corporate Properties Trust, Series B 403,000 32,500 Mills Corporation, Series G 833,625 14,400 Taubman Centers, Inc., Series G 370,944 ----------- 1,930,837 ----------- TOTAL PREFERRED STOCKS (COST $1,878,640) 1,930,837 ----------- Principal Amount - --------- 1,333,549 SHORT-TERM INVESTMENT 3.4% 1,333,549 UMB Bank Money Market Fiduciary ----------- TOTAL SHORT-TERM INVESTMENT (COST $1,333,549) 1,333,549 ----------- TOTAL INVESTMENTS (COST $23,079,236) 100.9% 39,734,716 ----------- LIABILITIES LESS OTHER ASSETS (0.9%) (351,215) ----------- NET ASSETS 100.0% $39,383,501 =========== See notes to the Financial Statements ADELANTE U.S. REAL ESTATE SECURITIES FUND SECTOR BREAKDOWN (UNAUDITED) JULY 31, 2005 [CHART] APARTMENTS........................................20% DIIVERSIFIED/SPECIALTY.............................8% INDUSTRIAL.........................................8% INDUSTRIAL/MIXED...................................2% OFFICE............................................24% RETAIL-LOCAL......................................13% RETAIL-REGIONAL...................................17% PREFERRED STOCKS...................................5% SHORT-TERM INVESTMENT..............................3% ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2005 (UNAUDITED) ASSETS: Investments, at value (cost $23,079,236) $ 39,734,716 Cash 44,387 Interest and dividends receivable 31,647 Receivable for capital stock sold 17,424 Due from advisor 1,592 Prepaid expenses and other assets 45,518 -------------- Total assets 39,875,284 -------------- LIABILITIES: Payable for capital stock redeemed 474,138 Other accrued expenses 17,645 -------------- Total liabilities 491,783 -------------- NET ASSETS $ 39,383,501 -------------- NET ASSETS CONSIST OF: Paid-in-capital 17,057,309.00 Undistributed net investment income 439,414 Accumulated undistributed net realized gain on investments 5,231,298 Net unrealized appreciation on investments 16,655,480 -------------- NET ASSETS $ 39,383,501 ============== SHARES OUTSTANDING, $0.0001 PAR VALUE, (UNLIMITED SHARES AUTHORIZED) CLASS K 837,645 CLASS Y 922,071 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE CLASS K $ 22.46 ============== CLASS Y $ 22.31 ============== See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF OPERATIONS SIX MONTHS ENDED JULY 31, 2005 (UNAUDITED) INVESTMENT INCOME: Dividends $ 779,281 Interest 5,057 ---------- Total investment income 784,338 ---------- EXPENSES: Investment advisory fees (see note 5) 136,005 Professional fees 63,752 Administration and accounting fees 34,248 Shareholder servicing fees 35,673 Distribution fees (see note 5) 20,290 Insurance expense 23,992 Trustees' fees and expenses 16,286 Federal and state registration fees 15,371 Reports to shareholders 14,119 Custody fees 6,843 Other expenses 2,074 ---------- Total expenses before waiver and reimbursement of expenses 368,653 Less: Waiver and reimbursement of expenses (181,022) ---------- Net expenses 187,631 ---------- NET INVESTMENT INCOME 596,707 ---------- REALIZED AND UNREALIZED GAIN: Net realized gain on investments 2,001,785 Change in unrealized appreciation on investments 5,660,840 ---------- Net gain on investments 7,662,625 ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $8,259,332 ========== See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED JULY 31, 2005 YEAR ENDED (UNAUDITED) JANUARY 31, 2005 ---------------- ---------------- OPERATIONS: Net investment income $ 596,707 $ 1,884,877 Net realized gain on investments 2,001,785 5,647,142 Change in unrealized appreciation on investments 5,660,840 (292,051) ----------- ----------- Net increase in net assets resulting from operations 8,259,332 7,239,968 ----------- ----------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class K shares 3,259,505 6,727,380 Class Y shares 2,708,143 5,902,457 Shares issued to shareholders in reinvestment of distributions Class K shares 69,647 2,445,915 Class Y shares 96,132 1,701,860 Payments for shares redeemed Class K shares (6,737,208) (22,147,955) Class Y shares (2,028,071) (9,712,484) ----------- ----------- Net increase (decrease) from capital share transactions (2,631,852) (15,082,827) ----------- ----------- DISTRIBUTIONS PAID FROM: Net investment income Class K shares (70,019) (729,340) Class Y shares (103,992) (542,292) Net realized gains Class K shares - (1,728,187) Class Y shares - (1,305,474) ----------- ----------- Total distributions (174,011) (4,305,293) ----------- ----------- TOTAL INCREASE (DECREASE) IN NET ASSETS 5,453,469 (12,148,152) NET ASSETS: Beginning of year 33,930,032 46,078,184 ----------- ----------- End of year (includes undistributed net investment income of $439,414 and $67,519, respectively) $39,383,501 $33,930,032 =========== =========== See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND FINANCIAL HIGHLIGHTS For a Fund Share Outstanding Throughout the Year/Period. CLASS K CLASS K CLASS K CLASS K CLASS K ---------------- ---------------- ---------------- ---------------- ---------------- SIX MONTHS ENDED JULY 31, 2005 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) JANUARY 31, 2005 JANUARY 31, 2004 JANUARY 31, 2003 JANUARY 31, 2002 ---------------- ---------------- ---------------- ---------------- ---------------- NET ASSET VALUE, BEGINNING OF YEAR/PERIOD $ 17.92 $ 17.23 $ 12.76 $ 12.91 $ 12.55 INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.33 0.92 0.70 0.64 0.70 Net realized and unrealized gain/(loss) on investments 4.30 1.82 4.46 (0.19) 0.66 ----------- ----------- ----------- ----------- ----------- Total from investment operations 4.63 2.74 5.16 0.45 1.36 ----------- ----------- ----------- ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment income (0.09) (0.52) (0.58) (0.55) (0.66) Distributions from capital gains - (1.53) (0.11) (0.05) (0.34) ----------- ----------- ----------- ----------- ----------- Total distributions (0.09) (2.05) (0.69) (0.60) (1.00) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR/PERIOD $ 22.46 $ 17.92 $ 17.23 $ 12.76 $ 12.91 =========== =========== =========== =========== =========== TOTAL RETURN 25.87% 15.20% 41.21% 3.29% 11.01% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year/period $18,912,827 $18,350,017 $28,984,996 $18,727,963 $13,364,481 Ratio of expenses to average net assets 1.25% 1.25% 1.25% 1.25% 1.25% Ratio of expenses before waivers to average net assets 2.35% 2.10% 2.23% 2.75% 2.96% Ratio of net investment income to average net assets 3.38% 4.11% 4.75% 5.21% 5.54% Ratio of net investment income before waivers to average net assets 2.27% 3.26% 3.77% 3.71% 3.83% Portfolio turnover rate 15% 32% 15% 30% 54% (1) Commenced operations on February 16, 2000 (2) Not annualized for periods less than a year (3) Annualized See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND FINANCIAL HIGHLIGHTS For a Fund Share Outstanding Throughout the Year/Period. CLASS Y CLASS Y CLASS Y CLASS Y CLASS Y ---------------- ---------------- ---------------- ---------------- ---------------- SIX MONTHS ENDED JULY 31, 2005 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) JANUARY 31, 2005 JANUARY 31, 2004 JANUARY 31, 2003 JANUARY 31, 2002 ---------------- ---------------- ---------------- ---------------- ---------------- NET ASSET VALUE, BEGINNING OF YEAR/PERIOD $ 17.81 $ 17.12 $ 12.64 $ 12.78 $ 12.40 INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.35 0.83 0.70 0.67 0.74 Net realized and unrealized gain/(loss) on investments 4.26 1.96 4.49 (0.17) 0.65 ----------- ----------- ----------- ----------- ----------- Total from investment operations 4.61 2.79 5.19 0.50 1.39 ----------- ----------- ----------- ----------- ----------- DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment income (0.11) (0.57) (0.60) (0.59) (0.67) Distributions from capital gains - (1.53) (0.11) (0.05) (0.34) ----------- ----------- ----------- ----------- ----------- Total distributions (0.11) (2.10) (0.71) (0.64) (1.01) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF YEAR/PERIOD $ 22.31 $ 17.81 $ 17.12 $ 12.64 $ 12.78 =========== =========== =========== =========== =========== TOTAL RETURN 25.99% 15.62% 41.88% 3.69% 11.39% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year/period $20,927,388 $15,580,015 $17,093,188 $ 6,418,537 $ 3,520,190 Ratio of expenses to average net assets 0.97% 0.97% 0.97% 0.97% 0.97% Ratio of expenses before waivers to average net assets 1.99% 1.88% 2.06% 2.90% 3.85% Ratio of net investment income to average net assets 3.61% 4.41% 5.01% 5.58% 5.82% Ratio of net investment income before waivers to average net assets 2.59% 3.50% 3.92% 3.65% 2.94% Portfolio turnover rate 15% 32% 15% 30% 54% (1) Commenced operations on February 16, 2000 (2) Not annualized for periods less than a year (3) Annualized See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS JULY 31, 2005 (UNAUDITED) 1. ORGANIZATION Adelante 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 openend management investment company. The Trust currently consists of one investment portfolio: Adelante U.S. Real Estate Securities Fund (the "Fund"). The Fund was formerly known as Lend Lease U.S. Real Estate Securities 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 shares commenced operations on February 16, 2000. As of July 31, 2005, the Fund's Class K and Class Y shares are outstanding. 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 - In connection with the determination of the Fund's net asset value, securities that are traded on a recognized stock exchange are valued at the last sale price on the securities exchange on which such securities are primarily traded. 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. Any securities for which there are no readily available market quotations and other assets will be valued at their fair value as determined in good faith by the Adviser pursuant to procedures established by and under the supervision of the Board of Trustees. The fair value of a security is the amount which a Fund might reasonably expect to receive upon a current sale. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that the Funds could obtain the fair value assigned to a security if they were to sell the security at approximately the time at which the Funds determine their net asset value per share. FEDERAL INCOME TAXES - It is the Fund's policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all investment company net taxable income and net capital gains each year to shareholders in a manner which results in no tax cost to the Fund. 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 ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JULY 31, 2005 (UNAUDITED) the cost of investment in the investment security and thus may impact unrealized appreciation or depreciation of the investment security. 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. Accordingly, at January 31, 2005, reclassifications were recorded to increase accumulated undistributed net realized gain on investments by $664,046 and decrease undistributed net investment income by $664,046. 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 shares outstanding. INDEMNIFICATIONS - Under the Fund's organizational documents, their officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote. 3. CAPITAL TRANSACTIONS Transactions of the Fund were as follows: SIX MONTHS ENDED YEAR ENDED JULY 31, 2005 JANUARY 31, 2005 -------------------------- -------------------------- CLASS K SHARES: SHARES DOLLARS SHARES DOLLARS Shares sold 163,482 $3,259,505 364,900 $6,727,380 Shares issued to holders in reinvestment of dividends and capital gains 3,517 69,647 126,964 2,445,915 Shares redeemed (353,245) (6,737,208) (1,150,691) (22,147,955) ------------ ------------ ------------ ------------ Net increase (decrease) (186,246) $(3,408,056) (658,827) $(12,974,660) ------------ ------------ ------------ ------------ ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JULY 31, 2005 (UNAUDITED) SIX MONTHS ENDED YEAR ENDED JULY 31, 2005 JANUARY 31, 2005 -------------------------- -------------------------- CLASS Y SHARES: SHARES DOLLARS SHARES DOLLARS Shares sold 143,172 $2,708,143 329,854 $5,902,457 Shares issued to holders in reinvestment of dividends and capital gains 4,902 96,132 88,791 1,701,860 Shares redeemed (101,034) (2,028,071) (541,849) (9,712,484) ------------ ------------ ------------ ------------ Net increase (decrease) 47,041 $776,204 (123,204) $(2,108,167) ------------ ------------ ------------ ------------ Net increase (decrease) from capital share transactions (139,205) $(2,631,852) (782,031) $(15,082,827) ============ ============ ============ ============ 4. INVESTMENT TRANSACTIONS Purchases and sales of securities for the Fund, excluding short-term investments, for the six months ended July 31, 2005 were $5,147,779 and $7,968,976 respectively. There were no purchases or sales of U.S. Government securities for the six months ended July 31, 2005. 5. INVESTMENT ADVISORY AGREEMENT The Fund has entered into an Investment Advisory Agreement with the Adviser. 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. The Adviser has 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, 2005, subject to later reimbursement by the Fund in certain circumstances. The expense limitation has been renewed through August 25, 2006. 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, 2005, the Adviser waived investment advisory fees for the Fund of $181,022. The Adviser is entitled to recoup from the Fund amounts waived or reimbursed for a period of up to three years from the date such amounts were waived or reimbursed, provided the Fund's expenses, including such recouped amounts, do not exceed the stated expense limitations. At July 31, 2005, $707,299 and $433,991 was subject to potential recoupment for Class K and Class Y, respectively. ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2005 (UNAUDITED) 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, 2005, the Fund incurred distribution expenses of $20,290. 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. 7. FEDERAL INCOME TAX INFORMATION At July 31, 2005, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes was as follows: Cost of investments $22,763,509 =========== Gross unrealized appreciation $16,976,783 Gross unrealized depreciation (5,576) ----------- Net unrealized appreciation on investments $16,971,207 =========== 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. ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2005 (UNAUDITED) The tax basis of components of distributable net earnings at January 31, 2005 were as follows: Undistributed ordinary income $297,065 Accumulated capital and other losses 2,731,916 Unrealized appreciation 11,211,890 ----------- Total accumulated earnings $14,240,871 =========== The differences between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral from return of capital adjustments from real estate investment trusts and losses on wash sales. The tax components of distributions paid during the fiscal years ending January 31, 2005 and January 31, 2004 were as follows: Year Ended Year Ended January 31, 2005 January 31, 2004 ---------------- ---------------- Distributions paid from: Ordinary income $1,903,042 $1,560,537 Net long-term capital gains 2,267,646 101,798 Unrecaptured section 1250 gain 134,605 46,185 ---------- ---------- Total distributions paid $4,305,293 $1,708,520 ========== ========== ADELANTE U.S. REAL ESTATE SECURITIES FUND TAX DESIGNATION (UNAUDITED) The Fund hereby designates $2,402,251 as long-term capital gain distributions for the purpose of the dividends paid deduction. Under Section 854(b)(2) of the Internal Revenue Code (the "Code"), the Fund designates up to a maximum of $32,000 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended January 31, 2005. In the beginning of 2006, shareholders will receive Form 1099-DIV which will include their share of qualified dividends distributed during the calendar year 2005. PROXY VOTING POLICIES AND PROCEDURES (UNAUDITED) For a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, please call 1-877-563-5327 and request a Statement of Additional Information. One will be mailed to you free of charge. The Statement of Additional Information is also available on the website of the Securities and Exchange Commission at http://www.sec.gov. Information on how the Fund voted proxies relating to portfolio securities during the twelve month period ending June 30, 2005, will be available without charge, upon request, by calling 1-877-563- 5327 or by accessing the website of the Securities and Exchange Commission. DISCLOSURE OF PORTFOLIO HOLDINGS (UNAUDITED) The Fund will file complete schedules of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q will be available on the Web site of the Securities and Exchange Commission at http://www.sec.gov. RESULTS OF THE SHAREHOLDER MEETING (UNAUDITED) A Special Meeting of the Shareholders of the Fund was held on January 11, 2005 where shareholders voted on a new investment advisory agreement between the Trust and Adelante Capital Management LLC with respect to the Fund. With regard to the approval of the new investment advisory agreement between the Trust and Adelante Capital Management LLC with respect to the Fund, 2,098,458 shares voted in favor of the proposal, 8,923 shares voted against, and 21,953 shares abstained. TRUSTEES William J. Klipp Scott MacKillop Kevin Malone Michael A. Torres INVESTMENT ADVISER ADELANTE CAPITAL MANAGEMENT LLC 1995 University Avenue, Suite 225 Berkeley, CA 94704 ADMINISTRATOR AND UMB FUND SERVICES, INC. FUND ACCOUNTANT 803 West Michigan Street, Suite A Milwaukee,Wisconsin 53233 CUSTODIAN UMB BANK, N.A. 928 Grand Blvd. Kansas City, MO 64106 INDEPENDENT AUDITORS 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 Street, Suite A Milwaukee, Wisconsin 53233 DIVIDEND-DISBURSING UMB FUND SERVICES, INC. AND TRANSFER AGENT c/o Adelante Funds 803 West Michigan Street, Suite A Milwaukee,Wisconsin 53233 This report is submitted for the general information of shareholders of Adelante Funds. It is not authorized for distribution to prospective investors unless accompanied or preceded by an effective Prospectus for the Adelante 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 0705 ITEM 2. CODE OF ETHICS Not applicable for semi-annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not applicable for semi-annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable for semi-annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 11. 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 Rule 30a-3(c) under the 1940 Act) provide reasonable assurances that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure, 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 change in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12. EXHIBITS (a) Code of Ethics. Not applicable for semi-annual reports. (b) Certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed herewith. 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. Adelante Funds - -------------- /s/Michael A. Torres - ------------------------------ Michael A. Torres Principal Executive Officer October 4, 2005 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. /s/Michael A. Torres - ------------------------------ Michael A. Torres Principal Executive Officer October 4, 2005 /s/Mark A. Hoopes - ------------------------------ Mark A. Hoopes Principal Financial Officer October 4, 2005