EXHIBIT 5(C)
(the "Agreement"), dated as of ______, 1997 by and
between Security Capital (US) Management Group Incorporated, a Delaware
corporation ("SC (US) Management") and Security Capital U.S. Real Estate Shares
Incorporated, a Maryland corporation ("Fund").
WHEREAS, the Fund is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, SC (US) Management serves as investment adviser to the Fund
pursuant to an Amended and Restated Investment Advisory Agreement dated December
__, 1997 ("Advisory Agreement"), pursuant to which each class of the Fund's
shares pays SC (US) Management a monthly management fee in an amount equal to
1/12 of .60% of the average daily net assets of that class (approximately .60%
on an annual basis) ("Advisory Fee"); and
WHEREAS, the Fund and the Sponsor desire to enter into an agreement
pursuant to which the Sponsor shall waive the Advisory Fee and/or reimburse the
Fund for operating expenses on the terms and conditions hereto set forth;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, the parties covenant and agree as follows:
1. Duties of Sponsor. SC (US) Management hereby agrees that from the date
hereof through December 31, 1998, SC (US) Management shall waive the Advisory
Fee and/or reimburse the Fund to the extent necessary to maintain the total
operating expenses (excluding brokerage fees and commissions, interest, taxes
and other extraordinary expenses) of: (i) Class I shares of the Fund at 1.00% of
the average daily net assets of the Class I shares; and (ii) Class R shares of
the Fund at 1.15% of the average daily net assets of the Class R shares.
2. Annual Review. The Sponsor will review its undertaking to waive the
Advisory Fee and/or reimburse the Fund as set forth in Paragraph 1 on an annual
basis. There is no assurance the Sponsor will continue to waive the Advisory Fee
and/or reimburse expenses beyond the specified period. The Sponsor shall notify
the Fund promptly of its annual determination with respect to the undertaking
hereunder.
3. Severability. If any provision of this Agreement shall be found to be
invalid by a court decision, statute, rule or otherwise, the reminder of this
Agreement shall not be affected thereby.
4. Notice. Any notices under this Agreement shall be in writing addressed and
delivered personally (or by telecopy) or mailed postage-paid, to the other party
at such address as such other party may designate in accordance with this
paragraph for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the SC (US)
Management and the Fund shall be 00 Xxxxx XxXxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000.
5. Miscellaneous. Each party agrees to perform such further actions and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced and interpreted in
accordance with and governed by the laws of the State of Illinois without
reference to principles of conflicts of law. The captions in this Agreement are
included for convenience only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
SECURITY CAPITAL U.S. REAL ESTATE SHARES
INCORPORATED
By:_____________________________________
SECURITY CAPITAL (US) MANAGEMENT GROUP
INCORPORATED
By:_____________________________________
