EXHIBIT 5(f)
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(the "Agreement"), dated as of ______, 1998 by and
between Security Capital Global Capital Management Group Incorporated, a
Delaware corporation ("SCGCMG") and Security Capital Real Estate Mutual Funds
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 Security Capital
European Real Estate Shares is an investment portfolio of the Fund ("Portfolio")
that issues Class I shares and Class R shares; and
WHEREAS, SCGCMG serves as investment adviser to the Portfolio pursuant to
an Investment Advisory Agreement with the Fund dated _____, 1998 ("Advisory
Agreement"), pursuant to which each class of the Portfolio's shares pays SCGCMG
a monthly management fee in an amount equal to .85% of the average daily net
asset value of that class of shares ("Advisory Fee"); and
WHEREAS, the Fund and the SCGCMG desire to enter into an agreement pursuant
to which the SCGCMG shall waive the Advisory Fee and/or reimburse the Fund for
operating expenses relating to each class of the Portfolio's shares 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 SCGCMG. SCGCMG hereby agrees that from the date hereof through
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December 31, 1998, SCGCMG 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 Portfolio at 1.45% of the average daily
net asset value of the Class I shares; and (ii) Class R shares of the Portfolio
at 1.60% of the average daily net asset value of the Class R shares.
2. Annual Review. SCGCMG will review its undertaking to waive the Advisory Fee
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and/or reimburse the Fund with respect to the Portfolio as set forth in
Paragraph 1 on an annual basis. There is no assurance SCGCMG will continue to
waive the Advisory Fee and/or reimburse expenses beyond the specified period.
SCGCMG 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
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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
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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 SCGCMG and the Fund shall be ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
5. Miscellaneous. Each party agrees to perform such further actions and
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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 REAL ESTATE MUTUAL
FUNDS INCORPORATED
By:
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SECURITY CAPITAL GLOBAL CAPITAL
MANAGEMENT GROUP INCORPORATED
By:
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