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SECURITY CAPITAL
[SECURITY CAPITAL LOGO APPEARS HERE]
EUROPEAN REAL ESTATE SHARES
1999 SEMIANNUAL REPORT
[SECURITY CAPITAL LOGO APPEARS HERE]
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SECURITY CAPITAL
EUROPEAN REAL ESTATE SHARES
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Security Capital European Real Estate Shares is a highly focused, no-load mutual
fund that seeks to provide shareholders with above-average total returns,
including current income and capital appreciation, primarily through investments
in equity securities of publicly traded real estate companies organized
principally in European countries. The long-term objective of the Fund is to
achieve top-quartile total returns as compared with other mutual funds that
invest in publicly traded real estate companies, organized principally in
European countries by integrating in-depth proprietary real estate market
research with sophisticated capital markets research and modeling techniques.
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TO OUR SHAREHOLDERS
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Security Capital European Real Estate Shares ("SC-European") generated a total
return of 8.13% for the six months ending June 30, 1999, as compared to 6.09%
for its benchmark, the Salomon Smith Barney-European Property Index. The net
asset value per share at June 30, 1999 was $10.98 and total dividends of $0.13
per share were paid to shareholders of record for the period ended June 30,
1999.
Interest rates in Europe have risen significantly since last autumn's low levels
when global investors sought the safe haven of the Treasury market. We believe
that this movement in short rates was a reversal of actions taken in 1998 during
a time of global distress, rather than an indication of increased inflationary
pressures.
The European real estate industry has experienced healthy merger and acquisition
activity. Much of this was strategic in nature, with the participants striving
to increase market share while lowering operating expenses through economies of
scale. We expect to see more business combinations in the European real estate
industry during the remainder of the year, with larger players approaching
smaller companies.
While economic indicators have been mixed, we believe that the recovery in the
European economy is firmly founded and is likely to accelerate during the second
half of the year. We believe there are excellent investment opportunities in a
select number of publicly traded European real estate companies. SC-European's
management team utilizes a proprietary, research-driven investment process to
identify and invest only in those real estate companies we believe have the
strongest potential for high total rates of return. Our value-driven approach
is based on thorough fundamental analysis, used to identify attractively priced
companies with the ability to generate superior long-term results.
Critical to the assessment of such growth potential is a comprehensive analysis
of the strength and quality of a company's cash flow potential, assessed by
evaluating its assets, management teams and operating strategies, as well as the
underlying economic conditions within the countries it operates. We only make
an investment when our valuation models provide us with the conviction that a
company offers significant potential for returns.
We appreciate your continued support.
Sincerely,
/s/ Anthony R. Manno Jr.
Anthony R. Manno Jr.
President
1
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FUND PERFORMANCE
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The Fund's performance compared to a frequently used performance benchmark is
shown in the table below. The net asset value per share (unaudited) as of June
30, 1999 was $10.98. Total dividends of $0.13 per share were paid to
shareholders of record of Class I (Institutional) Shares for the period ended
June 30, 1999. There were no Class R (Retail) Shares for such period.
Security Capital European Real Estate Shares
Comparative Returns versus Industry Benchmark
Average Annual Total Returns
Period Ended June 30, 1999
<TABLE>
<CAPTION>
YTD 6/30/99 One-Year Average Annual Since Inception
(not annualized) (since 6/30/98) (6/30/98-6/30/99)
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<S> <C> <C> <C>
SC-European Real Estate Shares 8.13% 11.64% 11.64%
Class R (Retail) Shares/1/
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SC-European Real Estate Shares 8.13% 11.64% 11.64%
Class I (Institutional) Shares
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Salomon Smith Barney- 6.09% (2.82)% (2.82)%
European Property Index/2/
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</TABLE>
Past performance is not indicative of future results. The performance of the
above-referenced index does not include any fees or expenses, and the
underlying portfolio of SC-European Real Estate Shares may differ from those of
the index. (1) The table above reflects the performance of the Fund's Class I
(Institutional) Shares. There were no outstanding Class R (Retail) Shares for
the period shown. The maximum expenses chargeable against Class R Shares is
1.60%, and the maximum expenses chargeable against Class I Shares is 1.45%, for
the period ended June 30, 1999. (2) The Salomon Smith Barney European-Property
Index is a float-weighted index that includes 15 countries in Europe and the
listed shares of all real estate companies with an available market
capitalization (float) of at least $100 million.
Security Capital European Real Estate Shares - Class I (Institutional) Shares
Growth of a $10,000 Investment
Period from June 30, 1998 to June 30, 1999
<TABLE>
<CAPTION>
Salomon Smith
SC-European Barney-European
Real Estate Shares Property Index
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<S> <C> <C>
June 30, 1998 $10,000 $10,000
July $10,020 $9,358
August $10,050 $8,933
September $10,210 $9,364
October $10,390 $9,102
November $10,340 $9,078
December $10,325 $9,160
January 1999 $10,084 $8,933
February $10,174 $9,156
March $10,711 $9,278
April $10,953 $9,511
May $11,155 $9,656
June $11,164 $9,718
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</TABLE>
Past performance is not indicative of future results. The graph above reflects
the performance of the Fund's Class I (Institutional) Shares. There were no
outstanding Class R (Retail) Shares for the period shown. The maximum expenses
chargeable against Class R Shares is 1.60%, and the maximum expenses chargeable
against Class I Shares is 1.45%, for the period ended June 30, 1999.
2
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SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
SCHEDULE OF INVESTMENTS--JUNE 30, 1999 (UNAUDITED)
________________________________________________________________________
<TABLE>
<CAPTION>
Shares/
Principal Amount Market Value
__________________________________________________________
<C> <S> <C>
COMMON STOCKS - 86.3%
UNITED KINGDOM - 48.4%
217,832 Chelsfield, PLC $1,026,641
75,000 Land Securities, PLC 1,006,042
225,000 Development Securities, PLC 957,572
125,000 Capital Shopping Centres, PLC 792,065
100,000 Frogmore Estates, PLC 747,143
150,000 Great Portland Estates, PLC 518,389
125,000 Greycoat, PLC 502,430
75,000 Bradford Property Trust, PLC 309,733
___________
5,860,015
FRANCE - 11.3%
7,500 Kleipierre 703,555
4,000 Unibail 511,714
1,000 Societe Immobiliere de Location
pour l'Industrie et
le Commerce (Silic) 156,999
___________
1,372,268
SWEDEN - 10.8%
45,000 Tornet Fastighets, AB/1/ 612,263
45,000 Castellum, AB 424,078
93,000 Hufvudstaden, AB 271,693
___________
1,308,034
SPAIN - 7.6%
55,000 Vallerhermoso, SA 530,115
50,000 Prima Inmobilaria, SA/1/ 386,053
___________
916,168
GERMANY - 5.0%
12,500 IVDG Holding, AG 606,913
PORTUGAL - 2.0%
15,512 Sonae Inmobilaria, SA 245,295
FINLAND - 1.2%
27,900 Sponda Pyj 140,928
Total common stocks ___________
(cost $9,866,902)/2/ 10,449,621
SHORT-TERM INVESTMENTS - 12.4%
$1,500,000 United States Treasury Bill,
2.800%, 07/08/1999 1,499,183
Total short-term investments
(cost $1,499,183) 1,499,183
___________
Total investments - 98.7%
(cost $11,366,085) 11,948,804
Other assets in excess
of liabilities - 1.3% 160,719
Net assets - 100.0% $12,109,523
___________
</TABLE>
/1/ Non income producing security.
/2/ Percentages of long-term investments are presented in
this schedule by country. Percentage of long-term
investments by industry are as follows: Diversified
Real Estate 32.0% and Real Estate Development 54.3%.
See notes to the financial statements. 3
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SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
STATEMENT OF ASSETS AND LIABILITIES-JUNE 30, 1999
(UNAUDITED)
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ASSETS:
<TABLE>
<S> <C>
Investments, at market value
(cost $11,366,085) $11,948,804
Dividends and interest receivable 60,716
Receivable from investment adviser 55,071
Cash 50,302
Deferred organization costs 49,677
Other assets 9,463
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Total assets 12,174,033
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</TABLE>
LIABILITIES:
<TABLE>
<S> <C>
Payable to distributor 4,492
Accrued expenses and other liabilities 60,018
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Total liabilities 64,510
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Net assets $12,109,523
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</TABLE>
NET ASSETS CONSIST OF:
<TABLE>
<S> <C>
Capital stock $11,498,816
Distributions in excess of net investment income (4,791)
Accumulated undistributed net realized gain on
investments and foreign currency transactions 34,193
Net unrealized appreciation on investments and
foreign currency 581,305
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Total net assets $12,109,523
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</TABLE>
CLASS I:
<TABLE>
<S> <C>
Net assets $12,109,523
Shares outstanding (50,000,000 shares of $0.01
par value authorized) 1,102,876
Net asset value and redemption price per share $10.98
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</TABLE>
See notes to the financial statements. 4
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SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
STATEMENT OF OPERATIONS-PERIOD ENDED JUNE 30, 1999
(UNAUDITED)
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<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Dividend income $182,594
Interest income 21,846
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Total investment income 204,440
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EXPENSES:
Investment advisory fee 37,814
Distribution expense 11,122
Administration fee 890
Sub-administration fee 42,151
Transfer agent, custody and accounting costs 54,989
Federal and state registration 11,515
Professional fees 38,948
Shareholders reports and notices 28,628
Directors' fees and expenses 11,331
Amortization of organization expenses 6,159
Other 518
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Total expenses before reimbursement 244,065
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Less: Reimbursement from adviser (179,562)
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Net expenses 64,503
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Net investment income 139,937
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REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 57,318
Net realized loss foreign currency transactions (21,033)
Change in unrealized appreciation on investments 499,364
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Net realized and unrealized gain on investments 535,649
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Net increase in net assets resulting from operations $675,586
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</TABLE>
See notes to the financial statements. 5
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SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
STATEMENT OF CHANGES IN NET ASSETS
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<TABLE>
<CAPTION>
Six months ended
June 30, 1999 Period ended
(Unaudited) December 31, 1998/1/
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<S> <C> <C>
OPERATIONS:
Net investment income $139,937 $24,976
Net realized gain (loss) on investments 57,318 (2,092)
Net realized loss on foreign currency transactions (21,033) (12,273)
Change in unrealized appreciation
on investments 499,364 81,941
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Net increase in net assets resulting from operations 675,586 92,552
CAPITAL SHARE TRANSACTIONS:
Proceed from shares sold 6,505,000 6,007,500
Shares issued to holders in reinvestment
of dividends 111 22
Cost of shares redeemed (1,000,000) (2,552)
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Net increase in net assets from
capital share transactions 5,505,111 6,004,970
DISTRIBUTIONS TO
CLASS I SHAREHOLDERS:
From net investment income (142,489) (15,690)
In excess of net investment income -- (10,517)
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Total distributions Class I (142,489) (26,207)
Total increase in net assets 6,038,208 6,071,315
NET ASSETS:
Beginning of period 6,071,315 --
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End of period/2/ $12,109,523 $6,071,315
=========================================
</TABLE>
/1/ Fund commenced operations on June 30, 1998.
/2/ Including distributions in excess of investment income of $2,552 and $2,239
for the periods ended June 30, 1999 and December 31, 1998, respectively.
See notes to the financial statements. 6
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SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
FINANCIAL HIGHLIGHTS
_______________________________________________________________________________
<TABLE>
<CAPTION>
Six months ended
June 30, 1999 Period ended
(Unaudited) December 31, 1998/1/
_______________________________________
Class I Class I
_______________________________________
<S> <C> <C>
For a share outstanding for each period:
Net asset value, beginning of period $10.28 $10.00
____________________________
Income from investment operations:
Net investment income 0.13 0.04
Net realized and unrealized gain on
investments 0.70 0.28
____________________________
Total from investment operations 0.83 0.32
____________________________
Less distributions:
Dividends from net investment income (0.13) (0.02)
Dividends in excess of net investment
income -- (0.02)
Return of capital -- --
____________________________
Total distributions (0.13) (0.04)
____________________________
Net asset value, end of period $10.98 $10.28
____________________________
Total return/2/ 8.13% 3.25%
Supplemental data and ratios:
Net assets, end of period ($000) $12,110 $6,071
Ratio of expenses to average
net assets/3/,/4/ 1.45% 1.45%
Ratio of net investment income to
average net assets/3/,/4/ 3.15% 1.32%
Portfolio turnover rate 2.42% --%
</TABLE>
/1/ Fund commenced operations June 30, 1998.
/2/ Not annualized for the six months ended June 30, 1999 and the period ended
December 31, 1998.
/3/ Annualized.
/4/ Without voluntary expense reimbursements of $179,562 for the six months
ended June 30, 1999, the ratio of expenses to average net assets would have
been 5.49% for Class I and the ratio of net investment income to average
net assets would have been (0.89)% fo r Class I. Without voluntary expense
reimbursements of $155,345 for the period ended December 31, 1998, the
ratio of expenses to aver age net assets would have been 9.66% for Class I
and the ratio of net investment income to average net assets would have
been (6.89) % for Class I.
See notes to the financial statements. 7
<PAGE>
SECURITY CAPITAL EUROPEAN REAL ESTATE SHARES
NOTES TO THE FINANCIAL STATEMENTS-JUNE 30, 1999
(UNAUDITED)
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1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Security Capital European Real Estate Shares (the "Fund") is a non-
diversified investment portfolio of Security Capital Real Estate Mutual Funds
Incorporated ("SC-REMFs"), which is an open-end management investment company
under the Investment Company Act of 1940 (the "1940 Act"), and is a Maryland
corporation. SC-REMFs is comprised of two investment portfolios, the Fund and
Security Capital U.S. Real Estate Shares. The Fund consists of Class I and
Class R shares, which differ in services provided to shareholders and
expenses. The Fund commenced operations on June 30, 1998. As of June 30,
1999, there were no capital stock transactions for Class R shares.
The following is a summary of significant accounting policies consistently
followed by the Fund.
(a) Investment Valuation - Each day securities are valued at the last sales
price from the principal exchange on which they are traded. Securities that
have not traded on the valuation date, or securities for which sales prices
are not generally reported, are valued at the mean between the last bid and
asked prices. Securities for which market quotations are not readily
available are valued at their fair values determined by, or under the
direction of, the Board of Directors Valuation Committee. Temporary cash
investments (those with remaining maturities of 60 days or less) are valued
at amortized cost, which approximates market value.
(b) Federal Income Taxes - No provision for federal income taxes has been
made since the Fund has complied to date with the provisions of the Internal
Revenue Code available to regulated investment companies and intends to
continue to so comply in future years and to distribute investment company
net taxable income and net capital gains to shareholders. As of December 31,
1998, the Fund has a realized capital loss carry forward, for federal income
tax purposes, of $2,092 (expires December 31, 2006), available to be used to
offset future realized capital gains. As of December 31, 1998, the Fund has
elected for Federal income tax purposes to defer a $2,239 current year post
October capital loss as though the loss was incurred on the first day of the
next fiscal year.
(c) Distributions to Shareholders - Dividends from net investment income are
declared and paid quarterly. The Fund intends to distribute net realized
capital gains, if any, at least annually, although the Fund's Board of
Directors may in the future decide to retain realized capital gains and not
distribute them to shareholders.
Distributions will automatically be paid in full and fractional shares of the
Fund based on the net asset value per share at the close of business on the
payable date unless the shareholder has elected to have distributions paid in
cash.
The characterization of shareholder distributions for financial reporting
purposes is determined in accordance with income tax rules. Therefore, the
source of the Fund's distributions may be shown in the accompanying financial
statements as either from or in excess of net investment income or net
realized gain on investment transactions, or from paid-in-capital, depending
on the type of book/tax differences that may exist. Generally accepted
accounting principles require that permanent financial reporting and tax
differences be reclassified to capital stock.
(d) Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
8
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NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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(e) Other - Investment and shareholder transactions are recorded on trade
date. The Fund determines the gain or loss realized from investment
transactions, using the specific identification method for both financial
reporting and federal income tax purposes, by comparing the original cost of
the security lot sold with the net sales proceeds. It is the Fund's practice
to first select for sale those securities that have the highest cost and also
qualify for long-term capital gain or loss treatment for tax purposes.
Dividend income is recognized on the ex-dividend date or as soon as
information is available to the Fund, and interest income is recognized on an
accrual basis.
2. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Six Months Ended 06/30/99:
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<TABLE>
<CAPTION>
Amount Shares
--------------------------------
<S> <C> <C>
Class I Shares:
Shares sold $ 6,505,000 606,064
Shares issued to holders in
reinvestment of dividends 111 11
Shares redeemed (1,000,000) (493,897)
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Net increase $ 5,505,111 512,178
------------------------------
</TABLE>
Period Ended 12/31/98:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount Shares
--------------------------------
<S> <C> <C>
Class I Shares:
Shares sold $ 6,007,500 590,946
Shares issued to holders in
reinvestment of dividends 22 2
Shares redeemed (2,552) (250)
------------------------------
Net increase $ 6,004,970 590,698
------------------------------
</TABLE>
3. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of long term investments by the Fund for
the six months ended June 30, 1999, were $6,882,556 and $1 84,032,
respectively.
As of June 30, 1999, gross unrealized appreciation and depreciation of
investments for tax purposes were as follows:
<TABLE>
<S> <C>
Appreciation $ 759,241
(Depreciation) (176,522)
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Net appreciation on investments $ 582,719
----------
</TABLE>
As of June 30, 1999, the cost of investments for federal income tax
purposes was $11,366,085.
4. INVESTMENT ADVISORY AND OTHER AGREEMENTS
SC-REMFs has entered into an Investment Advisory Agreement with Security
Capital Global Capital Management Group Incorporated ("GCMG"). Pursuant to
the Advisory Agreement, GCMG is entitled to receive a management fee,
calculated daily and payable monthly, at the annual rate of 0.85% as applied
to the Fund's average daily net assets. GCMG has entered into an investment
sub-advisory agreement with Security Capital Global Capital Management Group
(Europe) S.A. ("GCMG-Europe") ("Sub-Advisory Agreement") pursuant to which
GCMG-Europe provides various portfolio management and investment advisory
services to the Fund. Under the Sub-Advisory Agreement, GCMG-Europe receives
a monthly management fee from GCMG equal to the annual rate of 0.08% of the
Fund's average daily net asset value.
9
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NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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GCMG voluntarily agrees to reimburse its management fee and other expenses to
the extent that total operating expenses (exclusive of interest, taxes,
brokerage commissions and other costs incurred in connection with the
purchase or sale of portfolio securities, and extraordinary items) exceed the
annual rate of 1.45% of the net assets of the Class I shares, computed on a
daily basis, for the six months ended June 30, 1999.
GCMG also serves as the Fund's administrator. GCMG charges the Fund an
administrative fee calculated daily and payable monthly, at the annual rate
of 0.02% of the Fund's average daily net assets.
State Street Bank and Trust Company ("State Street"), a publicly held bank
holding company, serves as sub-administrator, custodian, and accounting
services agent for the Fund. Sub-administration, custodian, and accounting
services will be charged by State Street according to contractual fee
schedules agreed to by the Fund.
Boston Financial Data Services, Inc. ("BFDS"), a privately held company and
an affiliate of State Street, serves as transfer agent for the Fund.
Transfer agent services will be charged by BFDS according to contractual fee
schedules agreed to by the Fund.
5. CONCENTRATION OF RISKS
The Fund will invest a substantial portion of its assets in publicly-traded
real estate companies organized principally in European nations. The Fund may
be subject to risks similar to those associated with the direct ownership of
real estate (in addition to securities market risks) because of its policy of
concentration in the securities of companies in the real estate industry.
Such risks include declines in the value of real estate, risks related to
general and local economic conditions, possible lack of availability of
mortgage funds, overbuilding, extended vacancies of properties, increased
competition, increases in real estate taxes and operating expenses, changes
in zoning laws, losses due to costs resulting from the clean-up of
environmental problems, liability to third parties for damages resulting from
environmental problems, casualty or condemnation losses, limitations on
rents, changes in neighborhood values, the appeal of properties to customers
and changes in interest rates.
The Fund will invest primarily in foreign securities. Substantial risks are
involved when investing in securities issued by companies and governments of
foreign nations, which are in addition to the usual risks inherent in
domestic investments. There is the possibility of expropriation,
nationalization, or confiscatory taxation, taxation of income earned in
foreign nations or other taxes imposed with respect to investments in foreign
nations, foreign exchange controls (which may include suspension of the
ability to transfer currency from a given country), foreign investment
controls on daily stock market movements, default in foreign government
securities, political or social instability, or diplomatic developments which
could affect investments in securities of issuers in foreign nations. In
addition, in many countries there is less publicly available information
about issuers than is available in reports about companies in the U.S.
Foreign companies are generally not subject to the same accounting and
auditing and financial reporting standards as those for U.S. Companies, and
auditing practices and requirements may not be comparable to those applicable
to U.S. companies. The Fund may encounter difficulties or be unable to vote
proxies, exercise shareholder rights, pursue legal remedies, and obtain
judgments in foreign courts. Also most foreign countries withhold portions of
income and dividends at the source requiring investors to reclaim taxes
withheld.
The securities of some foreign companies and foreign securities markets are
less liquid and at times more volatile than securities of comparable U.S.
companies and U.S. securities markets.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
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The foregoing discussion is general in nature and is subject to the risk
considerations described in the Fund's Prospectus and Statement of Additional
Information.
6. DISTRIBUTION AND SERVICING PLANS
The Fund has adopted plans with respect to Class I and Class R shares
pursuant to Rule 12b-1 under the 1940 Act ("Plans"). Under the Plans, the
Fund pays to Security Capital Markets Group Incorporated in its capacity as
principal distributor of the Fund's shares (the "Distributor"), a monthly
distribution fee equal to, on an annual basis, 0.25% of the value of each
Class' average daily net assets.
The Distributor may use the fee for services performed and expenses incurred
by the Distributor in connection with the distribution of each Class'
respective shares and for providing certain services to each Class'
respective shareholders. The Distributor may pay third parties in respect of
these services such amount as it may determine. For the six months ended June
30, 1999, the Fund has made payments totaling $11,358 as required by the
adopted Plans.
7. PRINCIPAL SHAREHOLDERS
As of June 30, 1999, SC Realty Incorporated, a wholly owned subsidiary of
Security Capital Group Incorporated, GCMG's parent corporation, owned 99.9%
of the Fund's total outstanding shares.
11
<PAGE>
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DIRECTORS AND OFFICERS INVESTMENT MANAGEMENT TEAM
Anthony R. Manno Jr. Anthony R. Manno Jr.
Director, Chairman and President Director, Chairman and President
Robert H. Abrams W. Joseph Houlihan
Director Managing Director
Stephen F. Kasbeer Gerios Rovers
Director Vice President
George F. Keane Marina Jamalian
Director Analyst
Kenneth D. Statz Bernhard Krieg
Managing Director Analyst
Kevin W. Bedell
Senior Vice President
Jeffrey C. Nellessen
Vice President, Treasurer and
Assistant Secretary
David T. Novick
Vice President and Secretary
Michael J. Heller
Assistant Treasurer
INVESTMENT ADVISER LEGAL COUNSEL
Security Capital Global Capital Mayer, Brown & Platt
Management Group Incorporated 1909 K Street, N.W.
11 South LaSalle Street Washington, D.C. 20006
Chicago, Illinois 60603
INVESTMENT SUB-ADVISER AUDITORS
Security Capital Global Capital Management Arthur Andersen LLP
Group (Europe) S.A. 33 West Monroe Street
Boulevard de la Woluwe 34 Chicago, Illinois 60603
Brussels, Belgium 1200
12
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[LOGO OF SECURITY CAPITAL]
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