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) 555 12th Street, Suite 2100 Oakland, CA 94607 ----------------- (Address of principal executive offices) Adelante Capital Management LLC 555 12th Street, Suite 2100 Oakland, CA 94607 ----------------- (Name and address of agent for service) Registrant's telephone number, including area code: (510) 986-2100 -------------- Date of fiscal year end: January 31 ---------- Date of reporting period: January 31, 2006 ---------------- 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"): ADELANTE FUNDS: ADELANTE U.S. REAL ESTATE SECURITIES FUND ANNUAL REPORT JANUARY 31, 2006 [LOGO] ADELANTE CAPITAL MANAGEMENT Shares of Adelante Funds are distributed by an independent third party, UMB Distribution Services, LLC. Dear Shareholder: January 31, 2006 We are delighted to present you with Adelante Funds' annual report for fiscal year ended January 31, 2006. This marks our sixth anniversary in the mutual fund arena and we continue to believe that mutual funds provide an efficient means for investors to gain exposure to multiple asset classes. We would like to take this opportunity to thank you for your investment in, and continued support of Adelante Funds. In 2005, real estate markets continued to show improved operating performance. As a result, demand for real estate assets was strong in both the public and private markets with over $267 billion in property sales occurring in 2005 according to the consulting firm of Real Capital Analytics. As a result of strong investor demand for quality real estate, real estate values continued to rise over the course of the year. 2005 also marked the sixth consecutive year that Real Estate Investment Trusts ("REITs"), as measured by the Dow Jones Wilshire REIT Index, outperformed the broader equity market, as measured by the S&P 500(R) Index. Following a sharp sell-off in January 2005, REITs rebounded through the balance of the year and posted positive performance as measured by the various real estate securities indices. Adelante U.S. Real Estate Securities Fund (the "Fund") also experienced its sixth consecutive year of positive performance. For the fiscal year ended January 31, 2006, the average annual returns since inception for Class Y shares, the Dow Jones Wilshire REIT Index and the S&P 500(R) Index were 22.37%, 22.84% and 0.06%, respectively. For a more detailed discussion of the Fund's performance, please see the Management's Discussion of Fund Performance section of this report. While we presently believe that there are positive opportunities in the real estate securities markets, it is worthwhile to note the potential risks involved with investing in these securities, and consequently in the Fund. The principal risks of investing in the Fund are risks generally associated with investing in stocks and risks specific to investing in the real estate industry. Real estate investing involves special risks, including interest rate fluctuation, credit risk, liquidity risk and the impact of varied economic conditions on real estate values and occupancy rates. Some real estate securities, including REITs, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects, including greater market fluctuations. As we diligently monitor our universe of companies, their markets and portfolio activities, our experienced management team will continue to employ the same disciplined and research-driven approach to our investment management process. It has been our pleasure to serve you and we appreciate your loyalty to Adelante Funds. As always, if you have any questions or issues or you would like to make an additional purchase, you can call and talk to a shareholder services representative at 1-877-563-5327. Sincerely, Michael A. Torres Chairman and President UMB Distribution Services, LLC, Distributor Not authorized for use unless preceded or accompanied by a current Adelante Funds Prospectus. A message from your portfolio manager: We are delighted to provide you with the annual report for the fiscal year ended January 31, 2006. During that period, Class Y shares of Adelante U.S. Real Estate Securities Fund (the "Fund") gained 33.51% while Class K shares gained 33.14% vs. a gain of 34.69% for the Dow Jones Wilshire REIT Index.i These results are impressive relative to the S&P 500(R) Index,ii which gained 10.38% over the same period. For the year ended December 31, 2005, Class Y shares returned 13.66% vs. 14.00% for the Dow Jones Wilshire REIT Index. Since inception (February 16, 2000) the cumulative total returns for Class Y shares, the Dow Jones Wilshire REIT Index and the S&P 500(R) Index for the period ended January 31, 2006, were 233.05%, 240.62% and 0.33%, respectively, and for the period ended December 31, 2005 were 211.22%, 216.03% and -2.26%, respectively. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE FOR CLASS K AND CLASS Y SHARES WILL DIFFER DUE TO DIFFERENCES IN CLASS EXPENSES. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE QUOTED. TO OBTAIN PERFORMANCE INFORMATION CURRENT TO THE MOST RECENT MONTH-END, PLEASE CALL 1-877-563-5327. For the reporting period, REITs, as evidenced by the Dow Jones Wilshire REIT Index, delivered a sixth year of outperformance relative to broader equity benchmarks as shown above. Unlike 2004 when very few REITs produced negative total returns, in 2005, 22 out of the 93 constituents of the Dow Jones Wilshire REIT Index produced negative total returns, reflecting a greater recognition by the market of those companies more favorably positioned to produce superior performance in an improving market. We believe the strong performance in 2005 can be attributable to the continuing improvement in the underlying fundamentals of the real estate market, coupled with the continuation of strong investor demand for quality real estate assets. This has resulted in the continued rise of asset values within the real estate market. The Fund's return for the fiscal year was primarily driven by security selection. The Fund's regional retail, office, industrial and apartment holdings all contributed significantly to the Fund's performance. The three best performing holdings were Kilroy Realty Corporation, an office owner/developer with a concentration in Southern California, up 80.11%, SL Green Realty Corporation, an office company with a strong New York presence, up 63.37% and Corporate Office Properties Trust, an office company with a strong concentration in the Mid-Atlantic States, up 62.91%.iii With respect to sector performance, the industrial and regional retail sectors contributed the most with total returns of 43.57% and 43.36%, respectively for the year. The apartment and office sectors were close behind with returns of 40.24% and 39.08%, respectively. The strong performance in 2005 across these four sectors is a sign of the continuing real estate recovery that is being driven by steady economic growth, modest job creation and improved demand/supply fundamentals for most property sectors. The recovery in the apartment sector appears to be broader based, while the office recovery is a bit more uneven with the supply-constrained coastal markets showing the greatest strength. Regional retail's strong performance was a continuation of prior years, while the strong performance in the industrial sector reflects the improving economy. The Fund's weakest performing sector in 2005 was industrial-mixed, where the Fund's holdings were concentrated in two companies with a mix of both office and industrial properties in areas that have experienced a more moderate pace of recovery. The industrial-mixed sector still managed to return a competitive 23.74%. The Fund continued to avoid the non-core sectors of the commercial real estate market due to their high potential for volatility. Non-core real estate sectors include factory outlet, hotel, manufactured housing and storage. Within the Dow Jones Wilshire REIT Index, these sectors comprise approximately 12.6% of the market. The decision to avoid non-core sectors held the Fund's performance down this fiscal year as factory outlets returned 40.09%, hotels returned 26.23% and storage returned 43.43%. While the Fund did miss out on these attractive returns, it did not take on the added potential risk associated with these volatile sectors. We believe this approach helped the Fund in seeking to control risk while still providing competitive returns. Over the course of the year, the Fund's perpetual preferred positions were increased. At period end, 9.02% of the Fund was invested across six holdings with an average yield of 6.30%. This is up from 4.6% of the Fund in four holdings as of the prior fiscal year-end. While the Fund did benefit from the enhanced yield and relatively lower volatility of its preferred holdings, they did hold back the total return of the Fund. As a whole, the preferred positions returned 1.85% for the fiscal year. Looking forward into 2006, we believe the operating performance of REITs will continue to improve, although the level of improvement may vary depending upon the property sector and geographic make-up of the portfolio owned. Finally, we believe that investor demand for REITs will continue into 2006 as improved property performance and earnings growth confirms the continuation of the real estate recovery and strong investor demand continues to push up the value of their underlying real estate assets. We also like to remind investors to consider the risks inherent in investing in REITs such as risks associated with the real estate industry, liquidity, interest rates and small market capitalization. As always, we vigilantly analyze and monitor each REIT's premium/discount to its underlying net asset value and strive to manage the Fund to produce an attractive risk adjusted return for its investors. By doing so, we hope to provide investors the opportunity to add the diversification benefits that real estate brings to a multi-asset class portfolio. Michael A. Torres Chief Executive Officer, Adelante Capital Management LLC (i) The Dow Jones Wilshire REIT Index is an unmanaged market capitalization weighted index of U.S. publicly traded real estate investment trusts (REITs) representing a variety of property types. (ii) The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The S&P 500(R) Index is heavily weighted toward stocks with large market capitalization and represents approximately two-thirds of the total market value of all domestic common stocks. (iii) The Portfolio composition will change due to ongoing management of the Fund. References to specific securities should not be construed as a recommendation by the Fund, its Adviser or distributor. The Adelante U.S. Real Estate Securities Fund is distributed by UMB Distribution Services, LLC. ADELANTE U.S. REAL ESTATE SECURITIES FUND EXPENSE EXAMPLE (UNAUDITED) FOR THE SIX MONTHS ENDED JANUARY 31, 2006 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 August 1, 2005 to January 31, 2006. 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 - ---------------------------------------------------------------------------------------------------------------- Expenses Expenses Beginning Ending paid during Beginning Ending paid during account account period account account period value value 8/1/05- value value 8/1/05- 8/1/05 1/31/06 1/31/06(1) 8/1/05 1/31/06 1/31/06(1) - ----------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,057.70 $6.47 $1,000.00 $1,059.70 $5.02 Hypothetical (5% return before expenses 1,000.00 1,018.71 6.34 1,000.00 1,020.12 4.93 (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, multiplied by 184/365 (to reflect the one-half year period). ADELANTE U.S. REAL ESTATE SECURITIES FUND Growth of a $10,000 Investment [CHART] Adelante U.S. Real Estate Securities Fund Dow Jones Wilshire Class K S&P,500 REIT Index 02/16/00 10,000.00 10,000.00 10,000.00 02/29/00 10,020.00 9,751.07 9,956.80 03/31/00 10,500.00 10,705.02 10,351.59 04/30/00 11,200.00 10,382.90 11,085.51 05/31/00 11,380.00 10,169.85 11,227.30 06/30/00 11,777.76 10,420.53 11,508.09 07/31/00 12,857.73 10,257.66 12,590.54 08/31/00 12,338.12 10,894.76 12,118.90 09/30/00 12,898.06 10,319.63 12,583.78 10/31/00 12,228.97 10,275.98 12,044.32 11/30/00 12,517.19 9,465.82 12,293.51 12/31/00 13,331.91 9,512.11 13,165.62 01/31/01 13,133.08 9,849.60 13,160.88 02/28/01 12,955.18 8,951.51 12,943.59 03/31/01 12,985.73 8,384.43 13,028.89 04/30/01 13,218.75 9,035.99 13,310.83 05/31/01 13,483.55 9,096.53 13,634.95 06/30/01 14,302.01 8,875.12 14,442.55 07/31/01 14,045.28 8,787.79 14,152.26 08/31/01 14,612.22 8,237.67 14,715.23 09/30/01 14,287.46 7,572.48 14,073.94 10/31/01 13,701.65 7,716.89 13,572.91 11/30/01 14,406.80 8,308.85 14,392.17 12/31/01 14,782.23 8,381.63 14,760.03 01/31/02 14,578.96 8,259.35 14,701.73 02/28/02 14,838.69 8,100.11 15,023.55 03/31/02 15,767.74 8,404.75 15,995.13 04/30/02 15,790.51 7,895.17 16,082.78 05/31/02 16,097.90 7,836.98 16,297.81 06/30/02 16,576.93 7,278.68 16,730.68 07/31/02 15,726.24 6,711.30 15,824.88 08/31/02 15,933.16 6,755.40 15,838.64 09/30/02 15,351.13 6,021.22 15,212.23 10/31/02 14,607.96 6,551.21 14,395.48 11/30/02 15,258.23 6,936.81 15,083.59 12/31/02 15,482.75 6,529.27 15,289.33 01/31/03 15,057.92 6,358.21 14,844.10 02/28/03 15,411.95 6,262.83 15,114.56 03/31/03 15,782.49 6,323.58 15,482.45 04/30/03 16,294.29 6,844.65 16,079.14 05/31/03 17,056.04 7,205.36 16,989.22 06/30/03 17,438.10 7,297.30 17,356.02 07/31/03 18,255.33 7,425.73 18,279.19 08/31/03 18,411.56 7,570.53 18,431.45 09/30/03 18,954.40 7,490.14 19,079.87 10/31/03 19,209.23 7,913.85 19,363.02 11/30/03 20,022.26 7,983.49 20,216.15 12/31/03 20,510.33 8,402.16 20,822.23 01/31/04 21,263.11 8,556.39 21,655.54 02/29/04 21,658.02 8,675.30 22,015.02 03/31/04 22,897.58 8,544.43 23,338.12 04/30/04 19,684.97 8,410.29 19,921.42 05/31/04 21,099.02 8,525.99 21,443.42 06/30/04 21,650.93 8,691.51 22,073.85 07/31/04 21,838.22 8,403.82 22,186.87 08/31/04 23,486.39 8,437.83 24,018.17 09/30/04 23,353.22 8,529.21 23,904.33 10/31/04 24,735.07 8,659.51 25,231.02 11/30/04 25,727.49 9,009.89 26,360.36 12/31/04 26,899.71 9,316.49 27,728.46 01/31/05 24,494.04 9,089.38 25,293.90 02/28/05 25,300.49 9,280.67 26,083.74 03/31/05 24,808.36 9,116.35 25,726.39 04/30/05 26,382.85 8,943.43 27,244.25 05/31/05 27,341.23 9,228.02 28,140.59 06/30/05 28,717.57 9,241.12 29,620.78 07/31/05 30,831.58 9,584.77 31,886.48 08/31/05 29,609.85 9,497.33 30,695.52 09/30/05 29,814.67 9,574.21 30,832.11 10/31/05 29,167.42 9,414.60 30,169.53 11/30/05 30,461.92 9,770.68 31,568.82 12/31/05 30,474.11 9,774.04 31,603.33 01/31/06 32,612 10,033 34,062 [CHART] Adelante U.S. Real Estate Securities Fund Dow Jones Wilshire Class Y S&P,500 REIT Index 02/16/00 10,000.00 10,000.00 10,000.00 02/29/00 10,020.00 9,751.07 9,956.80 03/31/00 10,500.00 10,705.02 10,351.59 04/30/00 11,210.00 10,382.90 11,085.51 05/31/00 11,380.00 10,169.85 11,227.30 06/30/00 11,782.21 10,420.53 11,508.09 07/31/00 12,863.52 10,257.66 12,590.54 08/31/00 12,353.47 10,894.76 12,118.90 09/30/00 12,917.10 10,319.63 12,583.78 10/31/00 12,256.80 10,275.98 12,044.32 11/30/00 12,545.68 9,465.82 12,293.51 12/31/00 13,357.18 9,512.11 13,165.62 01/31/01 13,166.06 9,849.60 13,160.88 02/28/01 12,985.56 8,951.51 12,943.59 03/31/01 13,011.84 8,384.43 13,028.89 04/30/01 13,259.17 9,035.99 13,310.83 05/31/01 13,528.01 9,096.53 13,634.95 06/30/01 14,356.81 8,875.12 14,442.55 07/31/01 14,107.03 8,787.79 14,152.26 08/31/01 14,693.47 8,237.67 14,715.23 09/30/01 14,357.71 7,572.48 14,073.94 10/31/01 13,774.16 7,716.89 13,572.91 11/30/01 14,489.84 8,308.85 14,392.17 12/31/01 14,872.44 8,381.63 14,760.03 01/31/02 14,665.88 8,259.35 14,701.73 02/28/02 14,941.30 8,100.11 15,023.55 03/31/02 15,890.26 8,404.75 15,995.13 04/30/02 15,924.98 7,895.17 16,082.78 05/31/02 16,237.46 7,836.98 16,297.81 06/30/02 16,713.31 7,278.68 16,730.68 07/31/02 15,871.80 6,711.30 15,824.88 08/31/02 16,082.18 6,755.40 15,838.64 09/30/02 15,490.44 6,021.22 15,212.23 10/31/02 14,734.81 6,551.21 14,395.48 11/30/02 15,395.99 6,936.81 15,083.59 12/31/02 15,627.92 6,529.27 15,289.33 01/31/03 15,206.84 6,358.21 14,844.10 02/28/03 15,567.76 6,262.83 15,114.56 03/31/03 15,946.57 6,323.58 15,482.45 04/30/03 16,480.55 6,844.65 16,079.14 05/31/03 17,257.25 7,205.36 16,989.22 06/30/03 17,651.36 7,297.30 17,356.02 07/31/03 18,484.90 7,425.73 18,279.19 08/31/03 18,644.25 7,570.53 18,431.45 09/30/03 19,208.53 7,490.14 19,079.87 10/31/03 19,468.61 7,913.85 19,363.02 11/30/03 20,310.76 7,983.49 20,216.15 12/31/03 20,806.88 8,402.16 20,822.23 01/31/04 21,575.63 8,556.39 21,655.54 02/29/04 22,004.12 8,675.30 22,015.02 03/31/04 23,245.64 8,544.43 23,338.12 04/30/04 20,000.88 8,410.29 19,921.42 05/31/04 21,433.14 8,525.99 21,443.42 06/30/04 22,011.91 8,691.51 22,073.85 07/31/04 22,190.66 8,403.82 22,186.87 08/31/04 23,888.80 8,437.83 24,018.17 09/30/04 23,757.09 8,529.21 23,904.33 10/31/04 25,158.35 8,659.51 25,231.02 11/30/04 26,186.80 9,009.89 26,360.36 12/31/04 27,382.79 9,316.49 27,728.46 01/31/05 24,945.65 9,089.38 25,293.90 02/28/05 25,758.03 9,280.67 26,083.74 03/31/05 25,274.21 9,116.35 25,726.39 04/30/05 26,874.91 8,943.43 27,244.25 05/31/05 27,857.80 9,228.02 28,140.59 06/30/05 29,274.18 9,241.12 29,620.78 07/31/05 31,429.59 9,584.77 31,886.48 08/31/05 30,218.05 9,497.33 30,695.52 09/30/05 30,423.25 9,574.21 30,832.11 10/31/05 29,772.64 9,414.60 30,169.53 11/30/05 31,116.29 9,770.68 31,568.82 12/31/05 31,122.42 9,774.04 31,603.33 01/31/06 33,305 10,033 34,062 ADELANTE U.S. REAL ESTATE SECURITIES FUND AVERAGE ANNUAL TOTAL RETURNS PERIODS ENDED JANUARY 31, 2006 One Year Five Year Since Inception (2/16/00) - ------------------------------------------------------------------------------------------------------------------------------ Adelante U.S. Real Estate Securities Fund - Class K 33.14% 19.95% 21.94% Adelante U.S. Real Estate Securities Fund - Class Y 33.51% 20.40% 22.37% S&P 500(R) Index 10.38% 0.37% 0.06% Dow Jones Wilshire REIT Index 34.69% 20.99% 22.84% The line graphs shown above for the Fund assumes an initial investment of $10,000 made after the close of business on 2/15/00 (the Fund's inception date). Returns shown include the reinvestment of all dividends and distributions. Past performance, particularly for periods of less than one year, is not predictive of future results. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost. The S&P 500(R) Index is an unmanaged index of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Index is heavily weighted toward stocks with large market capitalizations and represents approximately two-thirds of the total market value of all domestic common stocks. The Dow Jones Wilshire REIT Index is an unmanaged index of approximately 100 selected securities which measures U.S. publicly traded Real Estate Investment Trusts. Average annual total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. ADELANTE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS JANUARY 31, 2006 Number of Shares Value - ------------ --------------- COMMON STOCKS 86.7% APARTMENTS 19.6% 21,670 Archstone-Smith Trust $ 1,015,456 15,900 AvalonBay Communities, Inc. 1,581,732 14,610 BRE Properties, Inc. 729,039 9,080 Camden Property Trust 591,108 6,000 Education Realty Trust, Inc. 78,180 39,270 Equity Residential 1,665,441 6,960 Essex Property Trust, Inc. 691,685 37,600 United Dominion Realty Trust, Inc. 955,416 --------------- 7,308,057 --------------- DIVERSIFIED/SPECIALTY 7.3% 3,890 Colonial Properties Trust 179,796 8,200 Crescent Real Estate Equities Company 173,758 25,210 Vornado Realty Trust 2,227,051 3,940 Washington Real Estate Investment Trust 129,941 --------------- 2,710,546 --------------- INDUSTRIAL 8.0% 21,370 AMB Property Corporation 1,115,514 36,480 ProLogis 1,868,506 --------------- 2,984,020 --------------- INDUSTRIAL MIXED 1.3% 4,880 Duke Realty Corporation 177,046 6,890 Liberty Property Trust 311,841 --------------- 488,887 --------------- OFFICE 20.6% 5,010 Alexandria Real Estate Equities, Inc. 442,132 7,100 American Financial Realty Trust 88,253 15,120 Arden Realty, Inc. 682,970 7,100 BioMed Realty Trust, Inc. 190,493 18,300 Boston Properties, Inc. 1,432,158 11,489 Brandywine Realty Trust 361,329 7,200 CarrAmerica Realty Corporation 264,960 12,900 Cogdell Spencer, Inc. 240,585 27,100 Corporate Office Properties Trust 1,097,279 42,309 Equity Office Properties Trust 1,346,272 5,390 Kilroy Realty Corporation 364,310 7,390 Mack-Cali Realty Corporation 330,481 2,500 Maguire Properties, Inc. 84,500 8,740 SL Green Realty Corporation 734,510 --------------- 7,660,232 --------------- ADELANTE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) JANUARY 31, 2006 Number of Shares Value - ------------ --------------- RETAIL - LOCAL 11.7% 21,700 Acadia Realty Trust $ 462,861 18,200 Cedar Shopping Centers, Inc. 269,178 11,090 Developers Diversified Realty Corporation 546,293 7,040 Federal Realty Investment Trust 470,413 9,840 Kimco Realty Corporation 345,286 16,810 Pan Pacific Retail Properties, Inc. 1,163,252 8,030 Regency Centers Corporation 517,534 14,000 Weingarten Realty Investors 567,420 --------------- 4,342,237 --------------- RETAIL - REGIONAL 16.8% 7,740 CBL & Associates Properties, Inc. 327,557 14,310 General Growth Properties, Inc. 738,396 16,590 The Macerich Company 1,203,936 33,490 Simon Property Group, Inc. 2,774,312 32,100 Taubman Centers, Inc. 1,205,355 --------------- 6,249,556 --------------- TRIPLE-NET LEASE 1.4% 33,000 Newkirk Realty Trust, Inc. 517,770 --------------- TOTAL COMMON STOCKS (COST $16,352,774) 32,261,305 --------------- PREFERRED STOCKS 9.0% 12,400 Developers Diversified Realty Corporation, Series G 320,044 15,500 Lexington Corporate Properties Trust, Series B 391,375 32,500 Mills Corporation, Series G 791,375 25,000 SL Green Realty Corporation, Series D 634,000 14,400 Taubman Centers, Inc., Series G 366,048 35,800 Vornado Realty Trust, Series I 853,830 --------------- 3,356,672 --------------- TOTAL PREFERRED STOCKS (COST $3,360,760) 3,356,672 --------------- ADELANTE U.S. REAL ESTATE SECURITIES FUND SCHEDULE OF INVESTMENTS (CONTINUED) JANUARY 31, 2006 Number of Shares Value - ------------ --------------- 2,166,509 SHORT-TERM INVESTMENT 5.8% UMB Bank Money Market Fiduciary $ 2,166,509 --------------- TOTAL SHORT-TERM INVESTMENT (COST $2,166,509) 2,166,509 --------------- TOTAL INVESTMENTS (COST $21,880,043) 101.5% 37,784,486 LIABILITIES LESS OTHER ASSETS (1.5)% (565,898) --------------- NET ASSETS 100.0% $ 37,218,588 =============== See notes to the financial statements. SECTOR BREAKDOWN (UNAUDITED) JANUARY 31, 2006 [CHART] Office 20% Apartments 19% Retail - Regional 17% Retail - Local 12% Preferred Stocks 9% Industrial 8% Diversified/Specialty 7% Short-Term Investment 6% Industrial Mixed 1% Triple-Net Lease 1% ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 2006 ASSETS: Investments, at value (cost $21,880,043) $ 37,784,486 Interest and dividends receivable 51,212 Receivable for capital stock sold 35,951 Due from adviser 18,786 Prepaid expenses 29,966 ----------------------- Total assets 37,920,401 ----------------------- LIABILITIES: Payable for investments purchased 630,795 Distribution fee payable 167 Other accrued expenses 70,851 ----------------------- Total liabilities 701,813 ----------------------- NET ASSETS $ 37,218,588 ======================= NET ASSETS CONSIST OF: Paid-in-capital $ 20,065,566 Distributions in excess of net investment income (156,604) Accumulated undistributed net realized gain on investments 1,405,183 Net unrealized appreciation on investments 15,904,443 ----------------------- NET ASSETS $ 37,218,588 ======================= SHARES OUTSTANDING, $0.0001 PAR VALUE (UNLIMITED SHARES AUTHORIZED) CLASS K 836,370 CLASS Y 1,124,424 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE CLASS K $ 19.07 ======================= CLASS Y $ 18.92 ======================= See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 2006 INVESTMENT INCOME: Dividends $ 1,484,016 Interest 14,543 ----------------------- Total investment income 1,498,559 ----------------------- EXPENSES: Investment advisory fees (see note 6) 278,573 Professional fees 159,561 Shareholder servicing fees 83,837 Administration and accounting fees 67,520 Trustees' fees and expenses 45,085 Insurance expense 44,949 Distribution fees (see note 6) 40,180 Reports to shareholders 33,898 Federal and state registration fees 25,623 Custody fees 12,446 Other expenses 4,792 ----------------------- Total expenses before waiver and reimbursement of expenses 796,464 Less: Waiver and reimbursement of expenses (413,691) ----------------------- Net expenses 382,773 ----------------------- NET INVESTMENT INCOME 1,115,786 ----------------------- REALIZED AND UNREALIZED GAIN: Net realized gain on investments 4,512,286 Net change in unrealized appreciation on investments 4,471,695 ----------------------- Net gain on investments 8,983,981 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 10,099,767 ======================= See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND STATEMENTS OF CHANGES IN NET ASSETS YEAR ENDED YEAR ENDED JANUARY 31, 2005 JANUARY 31, 2006 (RESTATED - SEE NOTE 2) ---------------- ----------------------- OPERATIONS: Net investment income $ 1,115,786 $ 1,560,408 Net realized gain on investments 4,512,286 5,908,577 Change in unrealized appreciation (depreciation) on investments 4,471,695 (229,017) --------------- --------------- Net increase in net assets resulting from operations 10,099,767 7,239,968 --------------- --------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares Class K shares 4,764,475 6,727,380 Class Y shares 7,394,791 5,902,457 Shares issued to shareholders in reinvestment of distributions Class K shares 3,151,868 2,445,915 Class Y shares 3,706,050 1,701,860 Payments for shares redeemed Class K shares (11,799,501) (22,147,955) Class Y shares (6,841,278) (9,712,484) --------------- --------------- Net increase (decrease) from capital share transactions 376,405 (15,082,827) --------------- --------------- DISTRIBUTIONS PAID FROM: Net investment income Class K shares (196,860) (729,340) Class Y shares (289,495) (542,292) Net realized gains Class K shares (2,974,010) (1,728,187) Class Y shares (3,727,251) (1,305,474) --------------- --------------- Total distributions (7,187,616) (4,305,293) --------------- --------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 3,288,556 (12,148,152) NET ASSETS: Beginning of year 33,930,032 46,078,184 --------------- --------------- End of year $ 37,218,588 $ 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. CLASS K CLASS K CLASS K CLASS K CLASS K - ------------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED JANUARY 31, 2006 JANUARY 31, 2005 JANUARY 31, 2004 JANUARY 31, 2003 JANUARY 31, 2002 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF YEAR $ 17.92 $ 17.23 $ 12.76 $ 12.91 $ 12.55 ---------------- ---------------- ----------------- ---------------- ---------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.57 0.65(1) 0.61(1) 0.59(1) 0.65(1) Net realized and unrealized gain/(loss) on investments 5.05 2.09(1) 4.55(1) (0.14)(1) 0.71(1) ---------------- ---------------- ----------------- ---------------- ---------------- Total from investment operations 5.62 2.74 5.16 0.45 1.36 ---------------- ---------------- ----------------- ---------------- ---------------- DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment income (0.26) (0.52) (0.58) (0.55) (0.66) Distributions from capital gains (4.21) (1.53) (0.11) (0.05) (0.34) ---------------- ---------------- ----------------- ---------------- ---------------- Total distributions (4.47) (2.05) (0.69) (0.60) (1.00) ---------------- ---------------- ----------------- ---------------- ---------------- NET ASSET VALUE, END OF YEAR $ 19.07 $ 17.92 $ 17.23 $ 12.76 $ 12.91 ================ ================ ================= ================ ================ TOTAL RETURN 33.14% 15.19% 41.21% 3.29% 11.01% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year $ 15,947,297 $ 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 2.55% 2.10% 2.23% 2.75% 2.96% Ratio of net investment income to average net assets 3.05% 3.38%(1) 4.01%(1) 4.50%(1) 5.05%(1) Ratio of net investment income before waivers to average net assets 1.75% 2.54%(1) 3.04%(1) 3.00%(1) 3.34%(1) Portfolio turnover rate 31% 32% 15% 30% 54% (1) As restated. See Note 2 of Notes to Financial Statements. See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND FOR A FUND SHARE OUTSTANDING THROUGHOUT THE YEAR. CLASS Y CLASS Y CLASS Y CLASS Y CLASS Y - ------------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED JANUARY 31, 2006 JANUARY 31, 2005 JANUARY 31, 2004 JANUARY 31, 2003 JANUARY 31, 2002 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF YEAR $ 17.81 $ 17.12 $ 12.64 $ 12.78 $ 12.40 ---------------- ---------------- ----------------- ---------------- ---------------- INCOME FROM INVESTMENT OPERATIONS: Net investment income 0.65 0.67(1) 0.64(1) 0.61(1) 0.75(1) Net realized and unrealized gain/(loss) on investments 4.99 2.12(1) 4.55(1) (0.11)(1) 0.64(1) ---------------- ---------------- ----------------- ---------------- ---------------- Total from investment operations 5.64 2.79 5.19 0.50 1.39 ---------------- ---------------- ----------------- ---------------- ---------------- DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment income (0.32) (0.57) (0.60) (0.59) (0.67) Distributions from capital gains (4.21) (1.53) (0.11) (0.05) (0.34) ---------------- ---------------- ----------------- ---------------- ---------------- Total distributions (4.53) (2.10) (0.71) (0.64) (1.01) ---------------- ---------------- ----------------- ---------------- ---------------- NET ASSET VALUE, END OF YEAR $ 18.92 $ 17.81 $ 17.12 $ 12.64 $ 12.78 ================ ================ ================= ================ ================ TOTAL RETURN 33.51% 15.62% 41.88% 3.69% 11.39% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year $ 21,271,291 $ 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 2.05% 1.88% 2.06% 2.90% 3.85% Ratio of net investment income to average net assets 3.32% 3.68%(1) 4.27%(1) 4.87%(1) 5.32%(1) Ratio of net investment income before waivers to average net assets 2.24% 2.78%(1) 3.19%(1) 2.94%(1) 2.45%(1) Portfolio turnover rate 31% 32% 15% 30% 54% (1) As restated. See Note 2 of Notes to Financial Statements. See notes to financial statements. ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2006 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 open-end 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 January 31, 2006, the Fund's Class K and Class Y shares are outstanding. Adelante Capital Management LLC (the "Adviser") is the Fund's investment adviser. 2. RESTATEMENT In preparing the 2006 financial statements, management determined that in prior years it had misclassified returns of capital on distributions received from REIT securities held in the fund portfolio by recording these returns of capital as income rather than as an adjustment to the cost of the security. This misclassification had no impact on amounts previously reported for net asset value, distributions paid, amounts of income reported to shareholders, total return, portfolio turnover rate, security valuation, or net change in net assets from operations. These financial statements have been restated to reclassify amounts reported for net investment income, net realized gain and change in unrealized appreciation/(depreciation) on investments in the Statement of Changes in Net Assets for the year ended December 31, 2005, and for the net investment income per share, net realized and unrealized gain/(loss) on investments per share, the ratio of net investment income to average net assets, and the ratio of net investment income before waivers to average net assets for the years ended January 31, 2005, 2004, 2003 and 2002 in the Financial Highlights. The amounts before and after the restatement are shown in the table below: AS ORIGINALLY REPORTED RESTATED ---------------------- ---------------------- STATEMENT OF CHANGES IN NET ASSETS - YEAR ENDED JANUARY 31, 2005 Net investment income $1,884,877 $1,560,408 Net realized gain on investments 5,647,142 5,908,577 Change in unrealized appreciation on investments (292,051) (229,017) ---------------------- ---------------------- Net increase in net assets from operations $7,239,968 $7,239,968 AS ORIGINALLY REPORTED RESTATED ---------------------- ---------------------- FINANCIAL HIGHLIGHTS CLASS K SHARES Net investment income per share: 2005 $ 0.92 $ 0.65 2004 $ 0.70 $ 0.61 2003 $ 0.64 $ 0.59 2002 $ 0.70 $ 0.65 ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2006 AS ORIGINALLY REPORTED RESTATED ---------------------- ---------------------- Net realized and unrealized gain/(loss) on investments per share: 2005 $ 1.82 $ 2.09 2004 $ 4.46 $ 4.55 2003 $ (0.19) $ (0.14) 2002 $ 0.66 $ 0.71 Ratio of net investment income to average net assets: 2005 4.11% 3.38% 2004 4.75% 4.01% 2003 5.21% 4.50% 2002 5.54% 5.05% Ratio of net investment income before waivers to average net assets: 2005 3.26% 2.54% 2004 3.77% 3.04% 2003 3.71% 3.00% 2002 3.83% 3.34% AS ORIGINALLY REPORTED RESTATED ---------------------- ---------------------- FINANCIAL HIGHLIGHTS CLASS Y SHARES Net investment income per share: 2005 $ 0.83 $ 0.67 2004 $ 0.70 $ 0.64 2003 $ 0.67 $ 0.61 2002 $ 0.74 $ 0.75 Net realized and unrealized gain/(loss) on investments per share: 2005 $ 1.96 $ 2.12 2004 $ 4.49 $ 4.55 2003 $ (0.17) $ (0.11) 2002 $ 0.65 $ 0.64 Ratio of net investment income to average net assets: 2005 4.41% 3.68% 2004 5.01% 4.27% 2003 5.58% 4.87% 2002 5.82% 5.32% Ratio of net investment income before waivers to average net assets: 2005 3.50% 2.78% 2004 3.92% 3.19% 2003 3.65% 2.94% 2002 2.94% 2.45% ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2006 3. 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 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, 2006, reclassifications were recorded to increase accumulated undistributed net realized gain on investments by $478,284 and decrease undistributed net investment income by $478,284. 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 ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2006 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. 4. CAPITAL TRANSACTIONS Transactions of the Fund were as follows: YEAR ENDED YEAR ENDED JANUARY 31, 2006 JANUARY 31, 2005 ------------------------------- ------------------------------- CLASS K SHARES: SHARES DOLLARS SHARES DOLLARS Shares sold 238,576 $ 4,764,475 364,900 $ 6,727,380 Shares issued to holders in reinvestment of dividends and capital gains 175,630 3,151,868 126,964 2,445,915 Shares redeemed (601,727) (11,799,501) (1,150,691) (22,147,955) -------------- -------------- -------------- -------------- Net (decrease) (187,521) $ (3,883,158) (658,827) $ (12,974,660) -------------- -------------- -------------- -------------- YEAR ENDED YEAR ENDED JANUARY 31, 2006 JANUARY 31, 2005 ------------------------------- ------------------------------- CLASS Y SHARES: SHARES DOLLARS SHARES DOLLARS Shares sold 378,752 $ 7,394,791 329,854 $ 5,902,457 Shares issued to holders in reinvestment of dividends and capital gains 207,965 3,706,050 88,791 1,701,860 Shares redeemed (337,323) (6,841,278) (541,849) (9,712,484) -------------- -------------- -------------- -------------- Net increase/(decrease) 249,394 $ 4,259,563 (123,204) $ (2,108,167) -------------- -------------- -------------- -------------- Net decrease from capital share transactions (61,873) $ (376,405) (782,031) $ (15,082,827) ============== ============== ============== ============== 5. INVESTMENT TRANSACTIONS Purchases and sales of securities for the Fund, excluding short-term investments, for the year ended January 31, 2006 were $10,722,823 and $17,443,966, respectively. There were no purchases or sales of U.S. Government securities for the year ended January 31, 2006. 6. 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, 2007, subject to later reimbursement by ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2006 the Fund in certain circumstances. The expense limitation has been renewed through August 25, 2007. 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 Class Y shares total annual fund operating expense to 2.25% through January 31, 2011. During the year ended January 31, 2006, the Adviser waived investment advisory fees for the Fund of $278,573. As of January 31, 2006, the Adviser is required to make additional reimbursement to the Fund in the amount of $18,786. 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 Fundexpenses, including such recouped amounts, do not exceed the stated expense limitations. During the twelve months ended January 31, 2006, the Adviser did not recoup any expenses. At January 31, 2006, the following amounts are subject to recoupment through January 31, 2007, January 31, 2008, and January 31, 2009, respectively. Expires Expires Expires January 31, 2009 January 31, 2008 January 31, 2007 ---------------- ---------------- ---------------- Class K $210,222 $231,228 $233,176 Class Y 203,469 156,695 130,809 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 year ended January 31, 2006, the Fund incurred distribution expenses of $40,180. 7. 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. 8. FEDERAL INCOME TAX INFORMATION At January 31, 2006, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes was as follows: Cost of investments $ 22,002,681 =================== Gross unrealized appreciation $ 15,846,454 Gross unrealized depreciation (64,649) ------------------- Net unrealized appreciation on investments $ 15,781,805 =================== 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 and return of capital distributions from investments. ADELANTE U.S. REAL ESTATE SECURITIES FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) JANUARY 31, 2006 The tax basis of components of distributable net earnings at January 31, 2006 were as follows: Undistributed ordinary income $ 213,542 Accumulated capital and other losses 1,157,675 Unrealized appreciation 15,781,805 Total accumulated earnings $ 17,153,022 =================== The differences between book-basis and tax-basis unrealized appreciation are attributable primarily to the tax deferral from return of capital adjustments from real estate investment trusts and losses on wash sales. The differences between book-basis and tax-basis undistributed ordinary income are attributable primarily to the timing difference in recognizing return of capital adjustments and to differences in the character of distributable earnings. The tax components of distributions paid during the fiscal years ending January 31, 2006 and January 31, 2005 were as follows: Year Ended Year Ended January 31, 2006 January 31, 2005 ---------------- ----------------- Distributions paid from: Ordinary income $ 1,076,261 $ 1,903,042 Net long-term capital gains 5,988,988 2,267,646 Unrecaptured section 1250 gain 122,367 134,605 ---------------- ----------------- Total distributions paid $ 7,187,616 $ 4,305,293 ================ ================= ADELANTE U.S. REAL ESTATE SECURITIES FUND TAX DESIGNATION (UNAUDITED) The Fund hereby designates $6,111,355 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 $48,590 as qualified dividends for purposes of the maximum rate under Section 1(h)(11) of the Code for the fiscal year ended January 31, 2006. In the beginning of 2007, shareholders will receive Form 1099-DIV which will include their share of qualified dividends distributed during the calendar year 2006. 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 website of the Securities and Exchange Commission at http://www.sec.gov. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Adelante U.S. Real Estate Securities Fund In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Adelante U.S. Real Estate Securities Fund (the "Fund") at January 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at January 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. As discussed in Note 2, the financial statements have been restated for the years ended prior to 2006. /S/PRICEWATERHOUSECOOPERS LLP San Francisco, California March 30, 2006 ADELANTE U.S. REAL ESTATE SECURITIES FUND FUND TRUSTEE AND OFFICER INFORMATION INDEPENDENT TRUSTEES - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION NUMBER OF FUNDS THER DIRECTORSHIPS CURRENT POSITION HELD DURING THE PAST OVERSEEN WITHIN HELD OUTSIDE NAME/BIRTH DATE ADDRESS WITH THE FUND FIVE YEARS THE FUND COMPLEX THE FUND COMPLEX William J. Klipp 555 12th Street, Suite 2100 Trustee Private investor 1 Director of 12/9/1955 Oakland, CA 94607 since 2000 (2000-present); Assetmark Funds President and Chief Operating Officer, Charles Schwab 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 MacKillop 555 12th Street, Suite 2100 Trustee President, U.S. 1 Prima Capital 5/2/1951 Oakland, CA 94607 since 2002 Fiduciary Services, Holdings, Inc. managed account and consulting service to financial institutions and advisors (2004-present); President and Principal, Trivium Consulting, LLC, consultant to financial service organizations (2001-2004); President (1999-2000); Executive Vice President and Chief Operating Officer (1997-1999); Portfolio Management Consultants, Inc., consulting to financial advisors and institutions; President, ADAM Investment Services, Inc., consulting to financial advisors and institutions (1997-2000). - ------------------------------------------------------------------------------------------------------------------------------------ Kevin Malone Greenrock Research, Inc. Trustee President and Founder, 1 None 7/3/1947 231 West 22nd Street since 2000 Greenrock Research, Inc., Oak Brook, IL 60523 consultant to financial service organizations (1996-present). INTERESTED TRUSTEE* AND OFFICER - ------------------------------------------------------------------------------------------------------------------------------------ Michael A. Torres 555 12th Street, Chairman of the Board and Chief Executive Officer, 1 Marketocracy, Inc. 6/21/1960 Suite 2100 President since 2002, Vice Adelante Capital Management Oakland, CA 94607 President 2000-2002 LLC, an investment advisory firm (2002-present); President and Co-President, Lend Lease Rosen Real Estate Securities LLC (1998-2002); President and Co-President, ERE Rosen Real Estate Securities, LLC, an investment advisory firm (1997-1998); Director, AMB Rosen Real Estate Securities, LLC, an investment advisory firm (1995-1997). ADELANTE U.S. REAL ESTATE SECURITIES FUND FUND TRUSTEE AND OFFICER INFORMATION (CONTINUED) OFFICERS - ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL OCCUPATION NUMBER OF FUNDS OTHER DIRECTORSHIPS CURRENT POSITION HELD DURING THE PAST OVERSEEN WITHIN HELD OUTSIDE NAME/BIRTH DATE ADDRESS WITH THE FUND FIVE YEARS THE FUND COMPLEX THE FUND COMPLEX Mark A. Hoopes 555 12th Street, Vice President since 2000, Chief Compliance Officer, 1 None 3/31/1964 Suite 2100 Treasurer since 2003, Adelante Capital Oakland, CA 94607 Chief Compliance Officer Management LLC, an since 2004 investment advisory firm (2004-present); Principal (2002-2004); Vice President (2000-2001), Lend Lease Real Estate Investments, Inc.; Account Director, Mutual Fund Services Division, SEI Investments, Inc. (1994-2000). Mark J. Nuti 555 12th Street, Suite 2100 Secretary Chief Operating Officer, Adelante 1 None 3/29/1958 Oakland, CA 94607 since 2003 Capital Management LLC, an investment advisory firm (2004-present); Chief Operating Officer, Lend Lease Rosen Real Estate Securities LLC, an investment advisory firm (2003-2004); Director, Senior Vice President and Chief Operating Officer, Jurika & Voyles, L.P., an investment advisory firm (1999-2003). * Mr. Torres is an "interested person" of the Trust within the meaning of the 1940 Act by virtue of his position with the Trust and with Adelante Capital Management LLC, the Adviser for the Fund. Each Trustee serves until the Trust is terminated except if the Trustee dies, resigns, retires or is removed before then. The Trust's 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 holds office at the pleasure of the Trustees. Additional information about the Trustees is available in the Statement of Additional Information and is available, without charge, upon request, by calling 1-877-563-5327. ADELANTE U.S. REAL ESTATE SECURITIES FUND TRUSTEES William J. Klipp Scott MacKillop Kevin Malone Michael A. Torres INVESTMENT ADVISER ADELANTE CAPITAL MANAGEMENT LLC 555 12th Street, Suite 2100 Oakland, CA 94607 ADMINISTRATOR AND UMB FUND SERVICES, INC. FUND ACCOUNTANT 803 West Michigan Street, Suite A Milwaukee, WI 53233 CUSTODIAN UMB BANK, N.A. 928 Grand Boulevard Kansas City, MO 64106 INDEPENDENT REGISTERED PUBLIC PRICEWATERHOUSECOOPERS LLP ACCOUNTING FIRM Three Embarcadero Center San Francisco, CA 94111 LEGAL COUNSEL GOODWIN PROCTER LLP Exchange Place Boston, MA 02109 DISTRIBUTOR UMB DISTRIBUTION SERVICES, LLC 803 West Michigan Street, Suite A Milwaukee, WI 53233 DIVIDEND-DISBURSING UMB FUND SERVICES, INC. AND TRANSFER AGENT c/o Adelante Funds 803 West Michigan Street, Suite A Milwaukee, WI 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 0106 ITEM 2. CODE OF ETHICS The Registrant has adopted a code of ethics (the "Code") that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the Code is available free of charge upon request by calling 1-877-563-5327. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Having reviewed and discussed the background and qualification of each member of its audit committee, the Board of Trustees has determined that no member of the audit committee satisfies the definition of audit committee financial expert in Form N-CSR. Based on this evaluation, the Board has nevertheless concluded that its audit committee members' experience and expertise will enable them to effectively perform their oversight duties with respect to the Trust's financial statements and the Trust's independent auditors. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES The aggregate fees for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements are listed below. (a) Audit Fees. Fiscal year ended January 31, 2006 $33,000 Fiscal year ended January 31, 2005 $31,737 (b) Audit-Related Fees. None. (c) Tax Fees. Fiscal year ended January 31, 2006 $7,375 Fiscal year ended January 31, 2005 $6,705 (d) All Other Fees. None. (e) (1) The audit committee of the Registrant's board of directors considered whether the provision of non-audit services that was rendered to the Registrant's investment adviser and was not required to be pre-approved by the audit committee is compatible with maintaining the independence of the Registrant's principal accountant. The audit committee receives quarterly reports on the amount and nature of such services and discusses such services and their effect on the principal accountant's independence with the Registrant's principal accountant in connection with the committee's deliberations regarding the engagement of the principal accountant. (2) During fiscal year 2005, all of the non-audit services provided by the Registrant's principal accountant were pre-approved by the audit committee. (f) Not applicable. (g) The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant: Fiscal year ended January 31, 2006 $ 85,853 Fiscal year ended January 31, 2005 $ 35,720 (h) Not applicable. 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 reports to shareholders filed under Item 1. 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 second fiscal quarter of 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. (1) The Code of Ethics for the principal executive and principal financial officer is available free of charge upon request by calling 1-877-563-5327. (2) Certifications, as required by Rule 30a-2(a) under the Investment Company Act of 1940, for the principal executive officer and principal financial officer 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 April 13, 2006 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 April 13, 2006 /s/Mark A. Hoopes - ------------------------------ Mark A. Hoopes Principal Financial Officer April 13, 2006