<PAGE>
As filed with the Securities and Exchange Commission on May 2, 2000
Registration Nos. 333-20649
811-8033
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 13
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 15
(Check Appropriate Box or Boxes)
----------------------
Security Capital Real Estate Mutual Funds Incorporated
(Exact Name of Registrant as Specified in Charter)
11 South LaSalle Street
Chicago, Illinois 60603
(312) 345-5800
(Address of Principal Executive Offices, Including Zip Code, and Telephone
Number, Including Area Code)
Anthony R. Manno Jr.
Security Capital Global Capital Management Group Incorporated
11 South LaSalle Street
Chicago, Illinois 60603
(Name and Address of Agent for Service)
With Copies to:
David T. Novick Jeffrey A. Klopf
Security Capital Group Incorporated Security Capital Group Incorporated
11 South LaSalle Street 125 Lincoln Avenue
Chicago, Illinois 60603 Santa Fe, New Mexico 87501
Diane E. Ambler
Mayer, Brown & Platt
1909 K Street, N.W.
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate
box):
[ ]immediately upon filing pursuant to [ ]on (date) pursuant to paragraph
paragraph (b). (a)(1) of Rule 485.
[X]on May 2, 2000 pursuant to [ ]75 days after filing pursuant
paragraph (b). to paragraph (a)(2).
[ ]60 days after filing pursuant [ ]on date pursuant to paragraph
to paragraph (a)(1). (a)(2) of Rule 485.
If appropriate, check the following box:
[ ]this post-effective amendment designates
a new effective date for a previously
filed post-effective amendment
Title of Securities being Registered................................Common Stock
<PAGE>
The purpose of this filing is to submit new Exhibit Nos. 19(a) and 19(b); it
does not supersede the prospectus and statement of additional information filed
with the Securities & Exchange Commission on April 28, 2000 as part of
Post-Effective Amendment No. 12 to the registration statement on Form N-1A under
the Securities Act of 1933 and Amendment No. 14 under the Investment Company Act
of 1940.
<PAGE>
Security Capital Real Estate Mutual Funds Incorporated
Form N-1A
Part C -- Other Information
Item 23. Financial Statements and Exhibits.
(a) Financial Statements.
All required financial statements are filed herewith in Part B hereto
and are incorporated herein by reference.
(b) Exhibits:
A list of exhibits filed herewith is contained on the Exhibit Index
which immediately precedes such exhibits and is incorporated herein by
reference.
Item 24. Persons Controlled by or Under Common Control with Registrant.
Following is a list of entities that for purposes of the Investment Company
Act of 1940 are controlled by or under common control with Security Capital Real
Estate Mutual Funds Incorporated:
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Security Capital Group Maryland No entity controls Group.
Incorporated ("Group")
SC REALTY Incorporated ("SC Nevada Ownership by Group of 100% of
REALTY") voting securities.
Security Capital Preferred Maryland Ownership by SC REALTY of
Growth Incorporated ("SCPG") 9.28% of voting securities.
SCPG Services Incorporated Maryland Ownership by SCPG of 100% of
voting securities.
SCPG Ventures Incorporated Maryland Ownership by SCPG of 100% of
voting securities.
SCPG Ventures I Incorporated Delaware Ownership by SCPG Ventures
Incorporated of 100% of voting
securities.
SCPG Ventures II Incorporated Delaware Ownership by SCPG Ventures
Incorporated of 100% of voting
securities.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
SCPG Ventures III Incorporated Delaware Ownership by SCPG Ventures
Incorporated of 100% of voting
securities.
Security Capital U.S. Realty Luxembourg Ownership by SC Realty of
("U.S. Realty") 39.64% of outstanding voting
securities.
Security Capital Holdings S.A. Luxembourg Ownership by Security Capital
U.S. Realty of 100% of voting
securities.
East Mixed-Use Realty Investors Maryland Ownership by Security Capital
Trust Holdings S.A. of 100% of voting
securities.
West Mixed-Use Realty Investors Maryland Ownership by Security Capital
Trust Holdings S.A. of 100% of voting
securities.
Midwest Mixed-Use Realty Maryland Ownership by Security Capital
Investors Trust Holdings S.A. of 100% of voting
securities.
Security Capital Investment Delaware Ownership by Group of 100% of
Research Incorporated voting securities.
("Investment Research")
Security Capital Real Estate Maryland Ownership by SC REALTY of
Mutual Funds Incorporated 51.61% of voting securities.
Security Capital European Realty Luxembourg Ownership by SC REALTY of
("SICAF") 34.55% of voting securities.
B.C. Holdings S.A. Luxembourg Ownership by SICAF of 100% of
voting securities.
Bernheim Comofi S.A. Belgium Ownership by B.C. Holdings S.A.
of 100% of voting securities.
Interparking S.A. Belgium Ownership by B.C. Holdings S.A.
of 73.6% of voting securities.
Access/Self Storage S.A. Luxembourg Ownership of SICAF of 100% of
voting securities.
Millers Storage S.A. Luxembourg Ownership of SICAF of 100% of
voting securities.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
London and Henley S.A. Luxembourg Ownership of SICAF of 95.56%
of voting securities.
SC-ER Special Opportunity Luxembourg Ownership of SICAF of 100% of
Holdings S.A. voting securities.
City & West End Properties S.A. Luxembourg Ownership by SICAF of 99.33%
of voting securities.
Hardwick Properties SARL Luxembourg Ownership by City & West End
Properties S.A. of 100% voting
securities.
City & West End Property Luxembourg Ownership by City & West End
Holdings SARL Properties S.A. of 100% of voting
securities.
Buckenham Investments Ltd. United Kingdom Ownership by City & West End
Property Holdings SARL of
100% of voting securities
Brockdish Investments Ltd. United Kingdom Ownership by City & West End
Property Holdings SARL of
100% of voting securities
Thornham Developments SARL Luxembourg Ownership by City & West End
Properties of 100% of voting
securities.
Palgrave Investments Ltd. United Kingdom Ownership by Thornham
Developments SARL of 100% of
voting securities.
Roydon Investments Ltd. United Kingdom Ownership by Thornham
Developments SARL of 100% of
voting securities.
Brockford Developments SARL Luxembourg Ownership by City & West End
Properties S.A. of 100% of voting
securities.
Chediston Investments Ltd. United Kingdom Ownership by Brockford
Developments SARL of 100% of
voting securities
Burtson Investments Ltd. United Kingdom Ownership by Brockford
Developments SARL of 100% of
voting securities
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Thelverton Developments SARL Luxembourg Ownership by City & West End
Properties S.A. of 100% of voting
securities.
Pulham Investments Ltd. United Kingdom Ownership by Thelverton
Developments SARL of 100% of
voting securities
Shimpling Investments Ltd. United Kingdom Ownership by Thelverton
Developments SARL of 100% of
voting securities
Wickhampton Developments Ltd. United Kingdom Ownership by City & West End
Properties S.A. of 100% of voting
securities.
Ormesby Developments Ltd. United Kingdom Ownership by Wickhampton
Developments Ltd. of 100% of
voting securities.
Bramerton Developments Ltd. United Kingdom Ownership by Wickhampton
Developments Ltd. of 100% of
voting securities.
Halesworth Developments Ltd. United Kingdom Ownership by Wickhampton
Developments Ltd. of 100% of
voting securities.
Halvergate Developments Ltd. United Kingdom Ownership by Wickhampton
Developments Ltd. of 100% of
voting securities.
Rensmeade Management Ltd. United Kingdom Ownership by Wickhampton
Developments Ltd. of 100% of
voting securities.
Starston Investments SARL Luxembourg Ownership by City & West End
Properties SA of 100% of voting
securities.
Mettingham Investments SARL Luxembourg Ownership by City & West End
Properties SA of 100% of voting
securities.
Redisham Properties Ltd. United Kingdom Ownership by Mettingham
Investments SARL of 100% of
voting securities.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Henstead Properties, Ltd. United Kingdom Ownership by Redisham
Properties Ltd. of 100% of voting
securities
Bedfield Properties, Ltd. United Kingdom Ownership by Redisham
Properties Ltd. of 100% of voting
securities
City & West End Property Luxembourg Ownership by City & West End
Investments SARL Properties S.A. of 100% of voting
securities
Ashfield Real Estate Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Metfield Properties Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Bardwell Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Wingfield Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Stanway Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Wickham Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Billingford Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Braiseworth Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Bramford Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Sternfield Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Hargate Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Hopton Investments Limited United Kingdom Ownership by City & West End
Property Investments SARL of
100% of voting securities
Akeler S.A. Luxembourg Ownership by SICAF of 96.99%
of voting securities.
Akeler Marlow SARL Luxembourg Ownership by Akeler SA of
100% of voting securities
Akeler Germany SARL Luxembourg Ownership by Akeler SA of
100% of voting securities
Akeler Portugal SARL Luxembourg Ownership by Akeler SA of
100% of voting securities
Akeler Property Investments Luxembourg Ownership by Akeler S.A. of
SARL 100% of voting securities.
Akeler Services Limited United Kingdom Ownership by Akeler Property
Investments SARL of 100% of
voting securities.
Akeler Developments Limited United Kingdom Ownership by Akeler Property
Investments SARL of 100% of
voting securities.
Akeler (Merthyr Tydfil) Limited United Kingdom Ownership by Akeler
Developments Limited of 100%
of voting securities.
Akeler Brentford Limited United Kingdom Ownership by Akeler
Developments Limited of 100%
of voting securities.
Akeler Management Limited United Kingdom Ownership by Akeler Property
Investments SARL of 100% of
voting securities.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Akeler Glasgow Limited United Kingdom Ownership by Akeler Property
Investments SARL of 100% of
voting securities
Akeler Portugal Investimentos Portugal Ownership by Akeler Portugal
Imobiliarios Lda. SARL of 5% and Akeler Property
Investments SARL of 95% of
voting securities
Akeler 2 - Compra e Venda de Portugal Ownership by Akeler Portugal
Imoveis Lda. SARL of 5% and Akeler Portugal
Investimentos Imobiliarios Lda.
of 95% of voting securities
Akeler 3 - Sociedade Imobiliaria Portugal Ownership by Akeler Portugal
SA Investimentos Imobiliarios Lda.
of 100% of voting securities
BelmontCorp ("Belmont") Maryland Ownership by SC Realty of 100%
of voting securities.
Belmont One Corporation Delaware Ownership by Belmont of 100%
("Belmont One") of voting securities.
Belmont Two Corporation Delaware Ownership by Belmont of 100%
("Belmont Two") of voting securities.
Belmont Village L.P. Delaware Ownership by Belmont One of
1% general partnership interest
and ownership by Belmont Two
of 99% limited partnership.
interest
Belmont Village Buffalo Grove, Delaware Ownership by Belmont Village
L.L.C. L.P. of 100% of voting securities.
Belmont Village Carol Stream, Delaware Ownership by Belmont Village
L.L.C. L.P. of 100% of voting securities.
Belmont Village Glenview, Delaware Ownership by Belmont Village
L.L.C. L.P. of 100% of voting securities.
Belmont Village Hollywood Maryland Ownership by Belmont of 100%
Heights Incorporated of voting securities.
Belmont Village Lombard, Delaware Ownership by Belmont Village
L.L.C. L.P. of 100% of voting securities.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Belmont Village San Jose Maryland Ownership by Belmont of 100%
Incorporated of voting securities.
Belmont Village Sabre Springs Maryland Ownership by Belmont of 100%
Incorporated of voting securities.
Security Capital BVI Holdings Maryland Ownership by Group of 100% of
Incorporated voting securities.
SCGPB Group British Virgin Islands Ownership by Security Capital
BVI Holdings of 100% of voting
securities.
Security Capital Global Capital Delaware Ownership by Investment
Management Incorporated Research of 100% of voting
securities.
Capital Division Incorporated Maryland Ownership by Investment
Research of 100% of voting
securities.
Real Estate Protection Mutual Bermuda Ownership by Group of 100% of
Limited voting securities.
Security Capital Real Estate Maryland Ownership by Investment
Research Group Incorporated Research of 100% of voting
securities.
Security Capital Financial Delaware Ownership by Group of 100% of
Services Group Incorporated voting securities.
("Financial Services")
SC Group Incorporated Texas Ownership by Financial Services
of 100% of voting securities.
Coast Services Incorporated Maryland Ownership by SC Group
Incorporated of 100% of voting
securities.
Security Capital Markets Group Delaware Ownership by Financial Services
Incorporated of 100% of voting securities.
Security Capital (EU) Luxembourg Ownership by Group of 100% of
Management Holdings S.A. voting securities.
Security Capital Global Capital Belgium Ownership by Security Capital
Management Group (Europe) (EU) Management Holdings S.A.
S.A. of 100% of voting securities.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ----------------------------------- ---------------------------- -----------------------------------
<S> <C> <C>
Security Capital U.S. Realty Luxembourg Ownership by Security Capital
Management S.A. (EU) Management Holdings S.A.
of 100% of voting securities.
Security Capital European Realty Luxembourg Ownership by Security Capital
Management S.A. U.S. Realty Management S.A. of
100% of voting securities.
Security Capital (UK) United Kingdom Ownership by Security Capital
Management Limited (EU) Management Holdings S.A.
of 100% of voting securities.
Security Capital U.S. Realty United Kingdom Ownership by Security Capital
Management Limited (UK) Management Limited of
100% of voting securities
Security Capital European Realty United Kingdom Ownership by Security Capital
Management Limited (UK) Management Limited of
100% of voting securities.
Security Capital European Luxembourg Ownership by Security Capital
Services S.A. (EU) Management Holdings S.A.
of 100% of voting securities.
Security Capital Real Estate Belgium Ownership by Security Capital
Research Group (Europe) S.A. European Services S.A. of 100%
of voting securities.
SC Realty Shares Limited Bermuda Ownership by SC Realty
Incorporated of 100% of voting
securities
Security Capital Markets Group United Kingdom Ownership by Security Capital
Limited Financial Services Group
Incorporated of 100% of voting
securities.
CarrAmerica Realty Corporation Delaware Ownership by Security Capital
Holdings S.A. of 42.7% of voting
securities.
Storage USA, Inc. Tennessee Ownership by Security Capital
Holdings S.A. of 42.2% of voting
securities.
Regency Realty Corporation Florida Ownership by Security Capital
Holdings S.A. of 60.4% of voting
securities.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
Urban Growth Property Trust Maryland Ownership by Security Capital
("UGPT") Holdings S.A. of 98.8% of
voting securities.
Urban Growth Property Limited Delaware Sole general partnership interest
Partnership owned by UGPT
UGPT-Skypark, Inc. Delaware Ownership by UGPT of 100% of
voting securities.
UGPT-Skypark Limited Delaware Sole general partnership interest
Partnership held by UPGT-Skypark, Inc..
UGPT-Skypark, L.L.C. Delaware Ownership by UGPT of 100% of
voting securities.
Urban Growth Wabash Randolph Delaware Ownership by Urban Growth
Partnership Property Limited Partnership of
81.3% of voting securities
Urban Growth Property-Flower Delaware Ownership by Urban Growth
L.L.C. Property Limited Partnership of
100% of voting securities
LWP Associates, L.L.C. Delaware Ownership by Urban Growth
Property Limited Partnership of
50% of voting securities.
Van Wells Realty Company, Delaware Ownership by Urban Growth
L.L.C. Property Limited Partnership of
50% of voting securities.
City Center Retail Trust Maryland Ownership by Security Capital
Holdings S.A. of 99% of voting
securities.
City Center Retail Delaware Sole general partner interest
Trust/McCaffrey Developments, owned by City Center Retail
L.P. Trust.
CCRT I Incorporated Delaware Ownership by City Center Retail
Trust of 100% of voting
securities.
CCRT II Incorporated Delaware Ownership by City Center Retail
Trust of 100% of voting
securities.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
CCRT McCaffrey Developments Delaware Ownership by CCRT/McCaffrey
LLC Developments L.P. of 100% of
voting securities.
CCR West Palm Incorporated Delaware Ownership by City Center Retail
Trust of 100% of voting
securities.
Interparking Incorporated Maryland Ownership by Security Capital
Holdings of 5.6% of voting
securities.
NPC-1 Incorporated Maryland Ownership by Interparking
Incorporated of 100% of voting
securities.
AV Valet, Inc. Maryland Ownership by Interparking
Incorporated of 100% of voting
securities.
Chicago Park Card Network, Inc. Illinois Ownership by Interparking
Incorporated of 100% of voting
securities.
CWS Communities Trust Maryland Ownership by Security Capital
Holdings S.A. of 96.6% of voting
securities.
CWS Communities L.P. Delaware Sole general partnership interest
owned by CWS Communities
Trust.
CWS Communities Incorporated Delaware Ownership by CWS
Communities Trust of 100% of
voting securities.
CWS Greenbriar L.L.C. Delaware Ownership by CWS
Communities Trust of 100% of
voting securities.
CWS Greenbriar L.P. Delaware 1% general partnership interest
owned by CWS Greenbriar, LLC,
99% limited partnership interest
owned by CWS Communities
L.P.
CWS Management Services Delaware Ownership by CWS
Incorporated Communities, L.P. of 95% of
voting securities.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
CWS Kennesaw, L.L.C. Delaware Ownership by CWS
Communities, L.P. of 100% of
voting securities.
Frigoscandia Holdings, L.L.C. Delaware Ownership of SC Realty
Incorporated of 41.359% of
voting securities.
Kingspark Holdings, L.L.C. Delaware Ownership by SC Realty
Incorporated of 39% of voting
securities.
Ameriton Properties, L.L.C. Delaware Ownership by Security Capital
Group Incorporated of 74% of
voting securities.
Archstone Communities Trust Maryland Ownership by U.S. Realty of
("ASN") 39.24% of voting securities.
Archstone Communities Delaware Ownership by ASN of 100% of
Incorporated voting securities.
Archstone Communities Limited Delaware ASN is sole general partner.
Partnership
Archstone Communities Limited Delaware Sole general partnership interest
Partnership II owned by ASN.
Archstone Financial Services Delaware Ownership by ASN of 100% of
Incorporated voting securities.
ASN San Diego Incorporated Delaware Ownership by ASN of 100% of
voting securities
SCA Florida Holdings (1) Florida Ownership by ASN of 100% of
Incorporated voting securities.
Atlantic Tennessee Limited Delaware Sole general partnership interest
Partnership owned by SCA Tennessee (3)
Incorporated
SCA Tennessee (3) Incorporated Maryland Ownership by ASN of 100% of
voting securities.
SCA Tennessee (4) Incorporated Maryland Ownership by ASN of 100% of
voting securities.
SCA-1 Incorporated Delaware Ownership by ASN of 100% of
voting securities.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ASN Minnesota Holdings (1) Delaware Sole general partnership interest
LLC owned by ASN
Atlantic-Alabama (5) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
Atlantic-Alabama (6) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
SCA Florida Holdings (2) Delaware Ownership by ASN of 100% of
Incorporated voting securities.
SCA-Alabama Multifamily Trust Alabama Ownership by Atlantic-Alabama
(6) Incorporated of 100% of
voting securities.
SCA-North Carolina (1) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
SCA-North Carolina (2) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
SCA-North Carolina Limited Delaware Sole general partnership interest
Partnership owned by SCA-North Carolina
(1) Incorporated.
SCA-Indiana Limited Partnership Delaware Sole general partnership interest
owned by SCA-North Carolina
(1) Incorporated.
Security Capital Atlantic Delaware Ownership by ASN of 100% of
Multifamily Incorporated voting securities.
Atlantic Multifamily Limited Delaware SCA-I Incorporated is the sole
Partnership-1 general partner.
ASN Multifamily Limited Delaware SCA-North Carolina (1)
Partnership Incorporated is the sole general
partner.
SCP Nevada Holdings I Nevada Ownership by ASN of 100% of
Incorporated voting securities.
SCP Utah Holdings 4 Utah Ownership by ASN of 100% of
Incorporated voting securities.
SCP Utah Holdings 5 Utah Ownership by ASN of 100% of
Incorporated voting securities.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
PTR Multifamily Holdings Delaware Ownership by ASN of 100% of
Incorporated voting securities.
Spectrum Apartment Locators Texas Ownership by ASN of 100% of
Inc. voting securities.
Las Flores Development Texas Ownership by ASN of 100% of
Company voting securities.
Saferent L.L.C. Colorado Ownership by Archstone
Financial Services, Inc. of 49.5%
of voting securities.
PTR - Colorado (1), L.L.C. Colorado Ownership of ASN of 80% of
voting securities.
ASN-Massachusetts Holdings (1) Delaware Ownership by ASN of 100% of
Incorporated voting securities.
ASN-Massachusetts Holdings (3) Delaware Ownership by ASN of 100% of
Incorporated voting securities
ASN-Washington Holdings (1) Delaware Ownership by ASN of 100% of
Incorporated voting securities.
PTR-California Holdings (1) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
PTR-California Holdings (2) Maryland Ownership by ASN of 100% of
Incorporated voting securities.
PTR-California Holdings (3) Delaware Ownership by ASN of 100% of
Incorporated voting securities.
AMERITON Properties Maryland Ownership by ASN of 95% of
Incorporated voting securities.
Ameriton Florida Holdings (1) Delaware Ownership by AMERITON
Incorporated Properties Incorporated of 100%
of voting securities.
Turtle Run at Coral Springs, Delaware Ownership by ASN of 100% of
L.L.C. voting securities.
Homestead Village Incorporated Maryland Ownership by SC Realty of
("Homestead") 87.02% of voting securities.
KC Homestead Village Missouri Ownership by Homestead Village
Redevelopment Corporation Incorporated of 100% of voting
securities.
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
Atlantic Homestead Village Delaware Sole general partner interest
Limited Partnership owned by Atlantic Homestead
Village (1) Incorporated.
Atlantic Homestead Village (1) Maryland Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
Atlantic Homestead Village (2) Maryland Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
PTR Homestead Village (1) Maryland Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
PTR Homestead Village (2) Maryland Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
Homestead Alabama Alabama Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
Homestead Village Management Delaware Ownership by Homestead Village
Incorporated Incorporated of 100% of voting
securities.
PTR Homestead Village Limited Delaware Sole general partnership interest
Partnership owned by PTR Homestead
Village (1) Incorporated.
HVI (2) Incorporated Delaware Ownership by Homestead Village
Incorporated of 100% of voting
securities
ProLogis Trust ("PLD") Maryland Ownership by SC Realty of
30.84% of voting securities
ProLogis Development Services Delaware Preferred: PLD
Incorporated Common: Development Services
Trust
ProLogis Management Delaware Ownership by PLD of 100% of
Incorporated voting securities
ProLogis California I LLC Delaware 50% ownership by PLD; 50%
Ownership by NYSCRF
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis RACER I LLC Delaware 100% Ownership by Sole
Member, ProLogis Development
Services Incorporated
ProLogis - Kansas City (1) Delaware Ownership by PLD of 100% of
Incorporated voting securities
ProLogis Logistics Services Delaware Ownership of Preferred stock by
Incorporated PLD -100% - Common by SCI
Logistics Holdings LLC
ProLogis Limited Partnership - I Delaware General partnership interest
owned by PLD - Limited
partnership interest owned by
Charles King and Associates,
King and Lyons, Bayside
Spinnaker Partners IV
ProLogis Limited Partnership - II Delaware General Partner: PLD Limited
Partners: Mesa Group II, Ltd.
and Crow Family 1991 L.P.
ProLogis Limited Partnership - Delaware General Partner: PLD Limited
III Partners: Tampa West Industrial
Park, Inc., Tampa East, Inc., The
Krauss Portfolio, Ltd., Elmer
Krauss Revocable Trust, Jeffrey
H. Schwartz
ProLogis Limited Partnership - Delaware General Partner: ProLogis IV,
IV Inc.; Limited Partner:
Krauss/Schwartz Properties, Ltd.
ProLogis - IV, Inc. Delaware Ownership by PLD of 100% of
voting securities
ProLogis - Alabama (1) Maryland Ownership by PLD of 100% of
Incorporated voting securities
ProLogis - Alabama (2) Maryland Ownership by PLD of 100% of
Incorporated voting securities
ProLogis Alabama Trust Alabama Trustee: ProLogis-Alabama (1)
Incorporated; Trustor: ProLogis -
Alabama (2) Incorporated
ProLogis - North Carolina (1) Maryland Ownership by PLD of 100% of
Incorporated voting securities
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis - North Carolina (2) Maryland Ownership by PLD of 100% of
Incorporated voting securities
ProLogis - North Carolina Delaware General Partner: ProLogis -
Limited Partnership North Carolina (1) Incorporated;
Limited Partner: ProLogis -
North Carolina (2) Incorporated
ProLogis Houston Holdings Inc. Delaware Ownership by PLD of 100% of
voting securities
MIT-JPM Limited Partnership Delaware General Partners: Meridian-Penn
Inc. and Meridian II Realty GP,
LLC. Limited Partners: Morgan
Guaranty Trust Co. of New York,
Meridian II Realty LP, LLC and
Meridian-Penn, Inc.
Meridian - Argent VI, Ltd. Texas General Partner: MIT Unsecured,
Inc. Limited Partner: Argent
Frankford, L.P. and MIT-ULP
Inc.
Meridian Realty Partners, L.P. Delaware General Partner: PLD. Limited
Partners: PLD and Kendall
Ontario I.
MDN/JSC-II Limited Partnership California General Partners: PLD and
Jackson-Shaw/Florida Inc.
Limited Partners: Arshaw
Partners I, South Arville Center
LP, Cameron Road LP, JSC-
Nevada, Inc., PLD
MDN/DPI- II Limited California General Partner: PLD. Limited
Partnership Partner: DPI Venture II Ltd.
Meridian Ohio Limited Delaware General Partners: MJV III Corp.
Partnership and PLD. Limited Partners: State
Teachers Retirement Board of
Ohio and PLD
ProLogis - France Developments Delaware Ownership by PLD of 100% of
Incorporated voting Securities
International Industrial Maryland Ownership by PLD of 100% of
Investments Incorporated voting Securities
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
PLD International Incorporated Delaware Ownership by PLD of 100% of
voting Securities
ProLogis Management Services Delaware Ownership by PLD of 100% of
Incorporated voting Securities
ProLogis Mexico Trust Maryland Ownership by PLD of 100% of
voting Securities
ProLogis de Mexico S.A. de C.V. Mexico Ownership by ProLogis Mexico
Trust of 100% of voting
securities
PLDS de Mexico S.A. de C.V. Mexico Ownership by ProLogis-DS
Mexico Incorporated of 100% of
voting securities
ProLogis - DS Mexico Maryland Ownership by ProLogis
Incorporated Development Services
Incorporated of 100% of voting
securities
CS Integrated LLC Delaware Preferred shares owned by PLD;
Common shares owned by
ProLogis Logistics Services
Incorporated
CS Integrated Management Delaware 100% Ownership by Sole
Company LLC Member, CS Integrated LLC
CS Integrated Retail Services Delaware 100% Ownership by Sole
LLC Member, CS Integrated LLC
CS Integrated Retail Services Delaware 100% Ownership by Sole
(Atlanta) LLC Member, CS Integrated LLC
CS Integrated Retail Services Delaware 100% Ownership by Sole
(Kansas City, Kansas) LLC Member, CS Integrated LLC
CS Integrated Retail Services Delaware 100% Ownership by Sole
(Phoenix) LLC Member, CS Integrated LLC
CS Integrated Retail Services Delaware 100% Ownership by Sole
(Roanoke) LLC Member, CS Integrated LLC
CS Integrated Investment Delaware 100% Ownership by Sole
Management LLC Member, CS Integrated LLC
CS Integrated Investments Delaware 100% Ownership by Sole
Southwest LLC Member, CS Integrated LLC
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
Enterprise Refrigerated Services Delaware 100% Ownership by Sole
LLC Member, CS Integrated LLC
CS Integrated-Texas Limited Delaware GP: CS Integrated Investment
Partnership Management LLC
LP: CS Integrated Investments
Southwest LLC
CS Integrated (Canada) Ltd. Canada 100% Ownership by CS
Integrated LLC
Meridian Refrigerated, Inc. California 100% Ownership by CS
Integrated LLC
Meridian Refrigerated East, Inc. Delaware 100% Ownership by Meridian
Refrigerated, Inc.
ProLogis Czech I SRO Czech Republic Ownership by PLD of 100% of
voting Securities
ProLogis Poland I Sp.z.oo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland Management Poland Ownership by PLD of 100% of
Sp.z.oo voting Securities
ProLogis France I SAS France Fund
ProLogis Spain I, S.L. Spain Ownership by PLD of 100% of
voting Securities
ProLogis Netherlands III SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Netherlands IIa SARL Luxembourg Ownership by PLD of 100% of
voting Securities
Warsaw Industrial Center I Poland Fund
Sp.z.oo
Warsaw Industrial Center III Sp. Poland Fund
zo.o
Warsaw Industrial Center IV Poland Fund
Sp.zo.o
ProLogis Italy BV Netherlands Ownership by PLD of 100% of
voting Securities
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Italy II BV Netherlands Ownership by PLD of 100% of
voting Securities
ProLogis Netherlands IV SARL Luxembourg Ownership by PLD of 100% of
voting Securities
Wooton Ashby (Kappa) Limited United Kingdom Preferred Stock Subsidiary
(Jersey)
Preferred Stock Subsidiary Luxembourg Ownership by PLD of 100% of
(Dormant) voting Securities
ProLogis Nederland VII SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland VIII SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland IX SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland X SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XI SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XIV SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XV SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XVI SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XVII SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XVIII SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XIX SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XX SARL Luxembourg Ownership by PLD of 100% of
voting Securities
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Nederland XXI SARL Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Nederland XXII SARL Luxembourg Ownership by PLD of 100% of
voting Securities
Alconbury Holdings Limited United Kingdom Preferred Stock Subsidiary
(50%)
Alconbury Developments United Kingdom Preferred Stock Subsidiary
Limited (50%)
Alconbury Investments Limited United Kingdom Preferred Stock Subsidiary
(50%)
Alconbury Trading Limited United Kingdom Preferred Stock Subsidiary
(50%)
Alconbury Management Limited United Kingdom Preferred Stock Subsidiary
(50%)
Alconbury Aviation Limited United Kingdom Preferred Stock Subsidiary
(50%)
Alconbury Rail Limited (50%) United Kingdom Preferred Stock Subsidiary
Wooton Tay Street (Corby) Jersey Preferred Stock Subsidiary
Hollidene Properties Limited Jersey Preferred Stock Subsidiary
Wooton Ashby (Alpha) Limited Jersey Preferred Stock Subsidiary
Wooton (Stechford) Limited Jersey Preferred Stock Subsidiary
Wooton (Tay Street) Limited Jersey Preferred Stock Subsidiary
Wooton (Trent Street) Limited Jersey Preferred Stock Subsidiary
Wooton (Leeds) Limited Jersey Preferred Stock Subsidiary
Wooton Kingspark Limited United Kingdom Preferred Stock Subsidiary
Searancke Commercial Limited United Kingdom Preferred Stock Subsidiary
ProLogis Finance BV Netherlands Fund
ProLogis Investments Limited United Kingdom Preferred Stock Subsidiary
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Developments Limited United Kingdom Preferred Stock Subsidiary
ProLogis (Coventry) Limited United Kingdom Preferred Stock Subsidiary
ProLogis Group Holdings United Kingdom Preferred Stock Subsidiary
Limited
ProLogis Holdings Limited United Kingdom Preferred Stock Subsidiary
Grange Park Developments United Kingdom Preferred Stock Subsidiary
Limited (50%)
BVP Developments Limited United Kingdom Preferred Stock Subsidiary
(50%)
Barton Business Park Limited United Kingdom Preferred Stock Subsidiary
(50%)
ProLogis Poland II sp zoo Poland Fund
ProLogis Poland III sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland IV sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland V sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland VI sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland VII sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Poland VIII sp zoo Poland Ownership by PLD of 100% of
voting Securities
ProLogis Italy I srl Italy Ownership by PLD of 100% of
voting Securities
Garonor Holdings SA Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France III SAS France Fund
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
Garonor Services SAS France Ownership by PLD of 100% of
voting Securities
SCI Vitrolles France Fund
SNC Melun 7 France Ownership by PLD of 100% of
voting Securities
SNC Garonor Le Havre France Ownership by PLD of 100% of
voting Securities
SNC Cergy I Ext. France Fund
SNC Garonor Bordeaux France Fund
SNC Aulnay Ouest France Ownership by PLD of 100% of
voting Securities
Garonor Deutschland Gmbh German Ownership by PLD of 100% of
voting Securities
Garonor Verwaltung Gmbh Germany Ownership by PLD of 100% of
voting Securities
Garonor SAS France Fund
Garonor Verwaltung Gmbh & Germany Ownership by PLD of 100% of
Co. voting Securities
Koln Eifeltor KG Germany Ownership by PLD of 100% of
voting Securities
ProLogis Management Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Netherlands V Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland II Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland III Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland IV Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland V Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Poland VI Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland VII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Poland VIII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Spain II Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Spain II bv Netherlands Ownership by PLD of 100% of
voting Securities
ProLogis Spain II SL Spain Ownership by PLD of 100% of
voting Securities
ProLogis France III Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France IV Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France V Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France VI Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France VII Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France VIII Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France IX Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France X Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France XI Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France XII Eurl France Ownership by PLD of 100% of
voting Securities
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis France XIII Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France XIV Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France XV Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France XVI Eurl France Ownership by PLD of 100% of
voting Securities
ProLogis France V Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France VII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France VIII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France IX Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France X Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XI Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XIII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XIV Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XV Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XVI Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XVII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis France XVIII Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis France XIX Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Finance Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
PLD Europe Finance BV Netherlands Ownership by PLD of 100% of
voting Securities
PLD UK Finance BV Netherlands Ownership by PLD of 100% of
voting Securities
ProLogis UK V Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK VI Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK VIII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK IX Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XIV Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XVII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XVIII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XIX Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XX Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXI Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXIII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXV Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXVI Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XXVII Sarl Luxembourg Preferred Stock Subsidiary
ProLogis UK XVIII Sarl Luxembourg Preferred Stock Subsidiary
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Japan Sarl Luxembourg Ownership by PLD of 100% of
voting Securities
ProLogis Japan I bv Netherlands Ownership by PLD of 100% of
voting Securities
ProLogis Japan II bv Netherlands Ownership by PLD of 100% of
voting Securities
ProLogis Japan YK Japan Ownership by PLD of 100% of
voting Securities
ProLogis France VI Sarl Luxembourg Fund
ProLogis France IV Sarl Luxembourg Fund
ProLogis France I Eurl France Fund
ProLogis France II Eurl France Fund
ProLogis France III Sarl Luxembourg Fund
ProLogis France II SAS France Fund
ProLogis UK Sarl Luxembourg Fund
ProLogis UK II Sarl Luxembourg Fund
ProLogis UK III Sarl Luxembourg Fund
ProLogis UK IV Sarl Luxembourg Fund
ProLogis UK X Sarl Luxembourg Fund
ProLogis UK XI Sarl Luxembourg Fund
ProLogis UK XV Sarl Luxembourg Fund
ProLogis UK XVI Sarl Luxembourg Fund
ProLogis UK VII Sarl Luxembourg Fund
ProLogis UK XXIV Sarl Luxembourg Fund
Kingspark Holdings SA Luxembourg Preferred Stock Subsidiary
ProLogis Netherlands Sarl Luxembourg Fund
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Name Jurisdiction of Organization Basis of Control
- ---- ---------------------------- ----------------
<S> <C> <C>
ProLogis Netherlands I Sarl Luxembourg Fund
ProLogis Netherlands II Sarl Luxembourg Fund
ProLogis Netherlands XII Sarl Luxembourg Fund
ProLogis Netherlands XIII Sarl Luxembourg Fund
ProLogis France II Sarl Luxembourg Fund
</TABLE>
Item 25. Indemnification.
Reference is made to Article Eighth of the Registrant's Articles of
Incorporation, incorporated by reference to SC-REMFs' Registration Statement on
Form N-1A (File Nos. 333-20649 and 811-8033), filed with the Securities and
Exchange Commission on January 29, 1997.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant by the Registrant pursuant to its Articles of Incorporation, its By-
Laws or otherwise, the Registrant is aware that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and, therefore, is unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by directors, officers or controlling
persons of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such directors, officers or controlling
persons in connection with shares being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.
Item 26. Business and Other Connections of Investment Adviser.
See "Management of SC-REMFs" in the Statement of Additional Information
regarding the business of Security Capital Global Capital Management Group
Incorporated ("GCMG").
Set forth below is a list of each director and officer of GCMG indicating each
other business, profession, vocation, or employment of a substantial nature in
which such person has been, at any time during the past two fiscal years,
engaged for his or her own account or in the capacity of directors, officer,
partner, or trustee. Unless otherwise specified, the principal business address
of GCMG is 11 South LaSalle Street, Chicago, Illinois 60603.
Security Capital Global Capital Management Group Incorporated
<TABLE>
<CAPTION>
Name Title(s) Principal Occupations
<S> <C> <C>
Anthony R. Manno Jr. President and Managing Director Chairman of the Board, Managing
Director and President SC-REMFs
Kenneth D. Statz Managing Director Senior Vice President, GCMG,
Managing Director, SC-REMFs
Daniel F. Miranda Executive Vice President and
Managing Director
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Name Title(s) Principal Occupations
<S> <C> <C>
John H. Gardner, Jr.* Managing Director Director and Managing Director,
SC-REMFs; Previously, Senior
Vice President, Security Capital
Jeffrey C. Nellessen Vice President, Treasurer, and Vice President, Treasurer and
Assistant Secretary Assistant Secretary, SC-REMFs
Joshua D. Goldman* Vice President Previously, Associate with
Sonnenschein, Nath & Rosenthal
Kevin Bedell Senior Vice President Senior Vice President, SC-REMFs
David E. Rosenbaum Senior Vice President Previously, Analyst, Associate
and Vice President, Lazard Freres &
Company
</TABLE>
*No longer associated with GCMG.
Item 27. Principal Underwriter.
(a) Security Capital Markets Group Incorporated ("Capital Markets"), the
principal distributor for the Funds' securities, does not currently act as
principal underwriter or distributor for any other investment company.
(b) The table below sets forth certain information as to Capital Markets'
Directors, Officers and Control Persons:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Lucinda G. Marker/(1)/ President None
K. Scott Canon/(2)/* Director and Senior Vice President None
Jeffrey A. Klopf/(1)/ Director, Secretary and Senior Vice President None
Gerard de Gunzburg/(3)/ Senior Vice President None
Mary R. McCarthy/(3)/* Senior Vice President None
Garett C. House/(2)/ Senior Vice President None
Donald E. Suter/(2)/ Managing Director None
Robert H. Fippinger/(1)/* Vice President None
Joanna L. Rupp/(2)/ Vice President None
Mark P. Peppercorn/(4)/* Vice President None
George W. Ahl, III/(3)/ Vice President None
Nansie J. Bernard/(2)/ Vice President None
Leanne L. Gallagher/(2)/ Vice President None
</TABLE>
/(1)/ Principal business address is 125 Lincoln Avenue, Santa Fe, New Mexico,
87501.
/(2)/ Principal business address is 11 South LaSalle Street, Chicago, Illinois
60603.
/(3)/ Principal business address is 399 Park Avenue, 23rd Floor, New York, NY
10022.
/(4)/ Principal business address is 4410 Rosewood Drive, Pleasanton, California
94588.
* No longer associated with GCMG.
(c) Not Applicable.
29
<PAGE>
Item 28. Location of Accounts and Records.
Certain of the records described in Section 31(a) of the 1940 Act and the
Rules 17 CFR 270.31a-1 to 31a-3 promulgated thereunder, are maintained by SC-
REMFs' Investment Adviser and Administrator, Security Capital Global Capital
Management Group Incorporated, 11 South LaSalle Street, Chicago, Illinois 60603.
The remainder of such records are maintained by State Street Bank & Trust
Company, the Funds' Sub-Administrator, 225 Franklin Street, Boston,
Massachusetts 02101.
Item 29. Management Services.
There are no management-related service contracts not discussed in Part A or
Part B.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this amendment to its
Registration Statement and has duly caused this amended Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, and State of Illinois on the 2nd day of May, 2000.
SECURITY CAPITAL REAL ESTATE
MUTUAL FUNDS INCORPORATED
By: /s/ Anthony R. Manno Jr.
----------------------------
Anthony R. Manno Jr.
Chairman, Managing Director
and President
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement of Security Capital Real Estate Mutual Funds Incorporated
has been signed below by the following persons in the capacities and on the 2nd
day of May, 2000.
Signature Capacity Date
--------- -------- ----
/s/ Anthony R. Manno Jr. Chairman, Managing May 2, 2000
- -------------------------------- Director and President
Anthony R. Manno Jr.
/s/ Jeffrey C. Nellessen Principal Financial Officer May 2, 2000
- --------------------------------
Jeffrey C. Nellessen
/s/ Jeffrey C. Nellessen Comptroller May 2, 2000
- --------------------------------
Jeffrey C. Nellessen
/s/ Stephen F. Kasbeer Director May 2, 2000
- --------------------------------
Stephen F. Kasbeer
/s/ Anthony R. Manno Jr. Director May 2, 2000
- --------------------------------
Anthony R. Manno Jr.
/s/ George F. Keane Director May 2, 2000
- --------------------------------
George F. Keane
/s/ Robert H. Abrams Director May 2, 2000
- --------------------------------
Robert H. Abrams
31
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- -------------- ---------------------------------------------------
1* Articles of Incorporation.
1(a)**** Articles of Amendment dated December 16, 1997.
1(b)**** Articles of Amendment dated June 30, 1998.
1(c)**** Articles Supplementary dated June 30, 1998.
1(d)***** Articles Supplementary dated December 31, 1998.
1(e)****** Articles Supplementary dated March 11, 1999.
2(a)* By-Laws.
2(b)*** Amended By-Laws.
2(c)******* Amended By-Laws
5(a)***** Investment Advisory Agreement (SC-US).
5(b)***** Investment Advisory Agreement (SC-EUROPEAN).
5(c)******* Sponsorship Agreement (SC-US).
5(d)******* Sponsorship Agreement (SC-EUROPEAN).
6(a)***** Distribution and Servicing Agreement (SC-US)
6(b)***** Distribution and Servicing Agreement (SC-EUROPEAN)
8(a)***** Custodian Agreement.
9(a)***** Transfer Agency and Service Agreement.
9(b)***** Fund Accounting and Administration Agreement.
9(c)***** Sub-Administration Agreement.
10(a)** Opinion and Consent of Mayer, Brown & Platt regarding the
legality of the securities being issued.
32
<PAGE>
11(a)******* Consent of Mayer, Brown & Platt.
11(b)******* Consent of Ballard Spahr Andrews & Ingersoll.
11(c)******* Consent of Independent Public Accountants.
15(a)*** Rule 12b-1 Distribution and Service Plan for Class I Shares (SC-
US).
15(b)**** Rule 12b-1 Distribution and Service Plan for SC-EUROPEAN
18******* Rule 18f-3 Multiple Class Plan
19(a) Code of Ethics of Security Capital Real Estate Mutual Funds
Incorporated and Global Capital Management Group Incorporated.
19(b) Code of Ethics of Security Capital Markets Group Incorporated.
----------
*Incorporated herein by reference to Registrant's registration statement on
Form N-1A (File Nos. 333-20649 and 811-8033) filed with the Securities and
Exchange Commission on January 29, 1997.
**Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's registration statement on Form N-1A (file Nos. 333-20649 and 811-
8033) filed with the Securities and Exchange Commission on April 21, 1997.
***Incorporated herein by reference to Post-Effective Amendment No. 4 to
Registrant's registration statement on Form N-1A (File Nos. 333-20649 and 811-
8033) filed with the Securities and Exchange Commission on December 17, 1997.
****Incorporated herein by reference to Post-Effective Amendment No. 8 to
Registrant's registration statement on Form N-1A (File Nos. 333-20649 and 811-
8033) filed with Securities and Exchange Commission on June 29, 1998.
*****Incorporated herein by reference to Post-Effective Amendment No. 10 to
Registrant's registration statement on Form N-1A (File Nos. 333-20649 and 811-
8033) filed with the Securities and Exchange Commission on March 1, 1999.
******Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's registration statement on Form N-1A (File Nos. 333-20649 and 811-
8033) filed with the Securities and Exchange Commission on April 30, 1999.
*******Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's registration statement on Form N-1A (File Nos. 333-20649 and
811-8033) filed with the Securities and Exchange Commission on April 28,
2000.
33
<PAGE>
Exhibit 19(a)
[LOGO]
CODE OF ETHICS
--------------
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP INCORPORATED
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
This Code of Ethics supplements the Compliance Procedures section of the
Security Capital Group Incorporated Company Policy Online Manual and the
Security Capital Markets Group Incorporated and Security Capital Global Capital
Management Group Incorporated Supervisory Procedures Manual, each available
electronically and in print.
The Code of Ethics sets forth both general principles and specific
prohibitions that you will be required to comply with.
Please review the Code of Ethics carefully and return a signed copy of the
Access Person Certification Form to the Chief Compliance Officer. Questions
regarding the Code of Ethics should be directed to the Chief Compliance Officer.
September 1999
<PAGE>
[LOGO]
CODE OF ETHICS
--------------
FOR ACCESS PERSONS OF
SECURITY CAPITAL GLOBAL CAPITAL MANAGEMENT GROUP INCORPORATED
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
SECURITY CAPITAL PREFERRED GROWTH INCORPORATED
I. OVERVIEW.
A. Governance.
----------
This Code of Ethics (the "Code") has been adopted by the Boards
of Directors of Security Capital Global Capital Management Group
Incorporated ("GCMG"), Security Capital Real Estate Mutual Funds
Incorporated ("SC-REMFs"), and Security Capital Preferred Growth
Incorporated ("SC-PG") (together, the "Companies"). The Code
establishes rules of conduct for all "Access Persons", as defined
below.
B. Supplemental to Policy Manual and Supervisory Procedures Manual.
---------------------------------------------------------------
The Code supplements, and does not supersede, the Security
Capital Group Incorporated ("Security Capital") Company Policy Online
Manual and the Security Capital Markets Group Incorporated and GCMG
Supervisory Procedures Manual ("Supervisory Procedures Manual")
(together, where applicable, the "Manuals"). Notwithstanding the
foregoing, the time during which Access Persons can buy or sell
securities of any publicly traded real estate company managed or
controlled, directly or indirectly, by Security Capital or its
affiliates is governed by the Code and not the Manuals. The Manuals
hereby are incorporated by reference.
C. Applicability.
-------------
Independent directors of SC-REMFs and SC-PG (together, the
"Funds") must comply with Section III. of the Code (Prohibited
Transactions and Practices), but are not subject to Section IV.
(Conditional Transactions), Section VI. (Preclearance of Certain
Conditional Transactions), or Section VIII. (Share Ownership Report)
of the Code. Furthermore, the Code does not apply to the directors,
officers and general partners of entities for which GCMG serves as a
subadviser.
1
<PAGE>
II. STATEMENT OF GENERAL PRINCIPLES.
A. Definition of "Access Person".
-----------------------------
In general, an Access Person is (i) an employee of any of the
Companies (or a company in a control relationship with any of the
Companies) who generally makes or participates in decisions or obtains
information regarding securities transactions on behalf of any of the
Companies or their investors, (ii) an officer or director of any of
the Companies, (iii) a natural person in a control relationship with
any of the Companies or their investors who obtains information
concerning recommendations regarding securities transactions, or (iv)
any other person designated by the Chief Compliance Officer. Persons
who solely assist in the preparation of public reports or receive
public reports, while not having information regarding current
recommendations or trading, or who inadvertently and infrequently
obtain knowledge of current recommendations or trading, do not
constitute Access Persons. A list of Access Persons is attached as an
exhibit to the Supervisory Procedures Manual.
B. General Principles.
------------------
The general fiduciary principles that govern the personal trading
activities of Access Persons are as follows:
. All purchases or sale of securities, whether by an Access Person or
his/her "Immediate Family"/1/ ("Securities Transactions"), must be
conducted in a manner which does not interfere with portfolio
transactions on behalf of any clients of GCMG or GCMG (Europe)
("Advisory Clients") or investors in the Funds so as to avoid any
actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility.
. At all times the interests of Advisory Clients and investors in the
Funds must be placed first.
. The fundamental standard that Access Persons should not take
inappropriate or unfair advantage of their relationship with
Advisory Clients or investors in the Funds is paramount.
Access Persons must adhere to these general principles as well as
comply with the Code's specific provisions.
III. PROHIBITED TRANSACTIONS AND ACTIVITIES.
- ------------------------
/1/ "Immediate Family" includes any of the following persons residing in the
same household as the Access Person: child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-
law, daughter-in-law, brother-in-law, or sister-in-law.
2
<PAGE>
A. Access Persons Who Are Not Independent Directors.
------------------------------------------------
An Access Person who is not an independent director may not:
1. Purchase or sell, directly or indirectly, any security in which
he/she has, or by reason of such transaction acquires, any direct
"Beneficial Interest", as defined below, and which he/she knows at the
time of such transaction is being purchased or sold or considered for
purchase or sale on behalf of an Advisory Client or by a Fund. A
security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person receives information that would lead
such person in his/her normal course of business to consider making
such a recommendation.
A person generally is deemed to have a Beneficial Interest in
securities if: (i) the person, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise, has
or shares (a) voting power, which includes the power to vote, or to
direct the voting of, the securities, and/or (b) investment power,
which includes the power to dispose of, or to direct the disposition
of, the securities; and (ii) the person, directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise, has or shares a direct or indirect pecuniary interest in
the securities. A person is deemed to have voting and/or investment
power with respect to securities if the person has the right to
acquire a Beneficial Interest in the security within 60 days,
including any right to acquire the security through the exercise of
any option, warrant or right; the conversion of a security; pursuant
to the power to revoke a trust, discretionary account or similar
arrangement; or pursuant to the automatic termination of a trust,
discretionary account or similar arrangement.
2. Recommend any Securities Transaction to an Advisory Client or
with respect to a Fund without having disclosed his/her interest, if
any, in such securities or the issuer of the securities, including
without limitation:
(i). such person's direct or indirect Beneficial Interest in
any securities of such issuer;
(ii). any contemplated transaction by such person in such
securities;
(iii). any position with such issuer or its affiliates; or
(iv). any present or proposed business relationship between
such issuer or its affiliates and such person or any
party in which such person has a significant interest.
3
<PAGE>
3. Directly or indirectly in connection with the purchase or sale of
any securities held or to be acquired by an Advisory Client or with
respect to a Fund:
(i). employ any device, scheme or artifice to defraud an
Advisory Client or the Fund;
(ii). make any untrue statement of a material fact, or omit to
state a material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading; or
(iii). engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon an
Advisory Client or a Fund.
4. Purchase securities offered in an initial public offering or a
private placement without the prior approval of Security Capital's
Legal Department.
5. Purchase or sell securities of any public real estate company
(whether traded on an exchange within or outside the United States),
except as set forth in Section IV.A.1 below and the Manuals.
B. Independent Directors.
---------------------
Independent directors of the Funds may not purchase securities
issued by Security Capital or its affiliates.
IV. CONDITIONAL TRANSACTIONS.
A. Trading by Access Persons.
-------------------------
Access Persons may engage in the following trading activities:
1. Purchase securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital, upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such purchase occurs only during a period of time
stipulated by such affiliated company (window periods)
(in addition, Access Persons with titles of Senior Vice
President and above and their respective assistants also
must obtain prior clearance from Security Capital's Legal
Department); and
4
<PAGE>
(iii). within five (5) business days following the date of such
purchase, a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
2. Sell securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such sale occurs only during a period of time stipulated
by such affiliated company (window periods) (in addition,
Access Persons with titles of Senior Vice President and
above and their respective assistants also must obtain
prior clearance from Security Capital's Legal
Department); and
(iii). within five (5) business days following the date of such
sale a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
V. EXEMPT TRANSACTIONS.
The prohibitions and conditions described in Sections III. and IV. above
shall not apply to:
A. Purchases or sales of SC-REMFs shares.
B. Purchases or sales effected in any account over which the Access
Person (i) has no direct or indirect influence or control, or (ii) has
given discretionary investment authority to an independent third party.
C. Purchases or sales that are non-volitional on the part of the Access
Person.
D. Purchases that are part of an automatic dividend reinvestment plan.
E. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such rights
were acquired from the issuer, and sales of such rights so acquired.
5
<PAGE>
VI. PRECLEARANCE OF CERTAIN CONDITIONAL TRANSACTIONS.
A. Request for Preclearance.
------------------------
In order to attempt to obtain preclearance from the Chief Compliance
Officer, an Access Person must submit in writing a completed and executed
Access Person Preclearance Request Form (Appendix 1), which shall set forth
the details of the proposed transaction. Preclearance of the transaction
as described on such Form shall be evidenced by the signature of the Chief
Compliance Officer thereon. The Chief Compliance Officer shall retain a
copy with all required signatures and a copy placed in the Access Person's
file.
B. Conditions to be Satisfied.
--------------------------
Upon written request from an Access Person as provided in Section
VI.A. above, the Chief Compliance Officer shall have the sole discretion to
preclear a personal Securities Transaction, without being required to
specify any reason for such determination. The Chief Compliance Officer
shall make such determination in accordance with the following:
1. Purchases or sales effected in any account over which the Access
Person (i) has no direct or indirect influence or control, or (ii) has
given discretionary investment authority to an independent third
party.
2. Purchases or sales that are non-volitional on the part of the
Access Person.
3. Purchases that are part of an automatic dividend reinvestment
plan.
4. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from the issuer, and sales of such
rights so acquired.
Purchases and sales of SC-REMFs shares are expressly permitted and
need not be precleared with the Chief Compliance Officer.
C. Additional Factors to be Considered.
-----------------------------------
In addition to the factors set forth in Section VI.B. above, the Chief
Compliance Officer may take into account, among other factors, each of the
following:
1. Whether the amount or nature of the transaction is likely to
affect the price or market for the security.
2. Whether the Access Person making the proposed purchase or sale is
likely to benefit from purchases or sales being made or being
considered by an Advisory Client or a Fund.
6
<PAGE>
3. Whether the investment opportunity is being offered to the Access
Person by virtue of the Access Person's position with one of the
Companies.
D. Compliance with Section 17(j).
-----------------------------
Preclearance shall be granted by the Compliance Officer only if a
purchase or sale of securities is consistent with the purposes of this Code
and Section 17(j) of the Investment Company Act of 1940, as amended (the
"Act"). To illustrate, a purchase or sale may be considered consistent with
those purposes if such purchase or sale is only remotely potentially
harmful to a Fund because such purchase or sale would be unlikely to affect
a highly institutional market, or because such purchase or sale is clearly
not related economically to the securities held, purchased or sold by a
Fund.
E. Disclosure by Access Person.
---------------------------
If preclearance is granted to an Access Person in accordance with this
Code to engage in a Securities Transaction, the Access Person is under an
affirmative obligation to disclose that position if such Access Person
plays a material role in a subsequent investment decision regarding the
same issuer. In such circumstances, investment personnel with no personal
interest in the issuer shall review the investment decision to purchase
such securities.
Preclearance granted to an Access Person in accordance with this Code
is only effective for five (5) business days from (and including) the date
of such preclearance. If the trade is not made within five (5) business
days, a new clearance must be obtained.
VII. TRANSACTION REPORTING.
Every Access Person must submit to the Chief Compliance Officer within five
(5) business days a copy of the trade confirmation or comparable documentation
relating to any trade that, pursuant to this Code (i) is required to be reported
to the Chief Compliance Officer, or (ii) for which preclearance was required.
In addition, Access Persons (other than independent directors) shall be
required to notify the Chief Compliance Officer, or his or her designee, in
writing, prior to opening a securities account or placing an initial order for
the purchase or sale of securities with any foreign or domestic brokerage firm.
Copies of account statements and confirmations with respect to any outside
account must be forwarded to the Chief Compliance Officer, or his or her
designee, by such brokerage firm. Please refer to the Supervisory Procedures
Manual or contact the Chief Compliance Officer with any questions.
An independent director of a Fund must file a personal securities quarterly
transaction report if he/she knows, or in the ordinary course of fulfilling
his/her duties should know, that during the 15-day period before or after the
director purchases or sells a security, a Fund
7
<PAGE>
purchased or sold the same security or such purchase or sale was considered by a
Fund or GCMG.
Finally, beginning with the fourth quarter of 1999, Access Persons (other
than independent directors) that do not engage in trading activities during a
calendar quarter must provide the Chief Compliance Officer with report
confirming such fact.
VIII. SHARE OWNERSHIP REPORTING.
Access Persons must provide the Chief Compliance Officer with the
following reports, at such times as set forth below.
A. Initial Holdings Report.
------------------------
Access Persons who became affiliated with any of the Companies on or
after October 1, 1999 must provide the Chief Compliance Officer with an
executed Initial Holdings Report (Appendix 2) no later that 10 days after
becoming an Access Person. The Initial Holdings Report must disclose the
title, number of shares and principal amount of each security (excluding
mutual and money market funds, bank certificates of deposit and direct
obligations of the U.S. Government) beneficially owned by such person, as
well as the name of the broker or bank which maintains the Access Person's
account.
B. Annual Holdings Report.
-----------------------
All Access Persons must provide the Chief Compliance Officer with an
executed Annual Holdings Report (Appendix 3) on or before December 31st of
each year. The information contained in the Report must be current as of a
date no more than 30 days before the Report is submitted. The Annual
Holdings Report must disclose the title, number of shares and principal
amount of each security (excluding mutual and money market funds, bank
certificates of deposit and direct obligations of the U.S. Government)
beneficially owned by such person, as well as the name of the broker or
bank which maintains the Access Person's account.
IX. ADMINISTRATION AND PROCEDURAL MATTERS.
A. Review by the Chief Compliance Officer.
--------------------------------------
The Chief Compliance Officer shall:
1. Furnish a copy of this Code to each Access Person and notify each
Access Person of his/her obligation to file reports as provided by
this Code.
2. Supervise the implementation and enforcement of this Code.
8
<PAGE>
3. Determine whether any particular Securities Transaction should be
exempted pursuant to the provisions of this Code.
4. Issue either personally or with the assistance of counsel as may
be appropriate, any interpretation of this Code that may appear
consistent with the objectives of Rule 17j-1 of the Act and this Code.
5. Conduct such inspections or investigations as shall reasonably be
required to detect and report any apparent violations of this Code.
6. Cause to be maintained in an easily accessible place, the
following records:
(i). a copy of any Code adopted to Rule 17j-1 of the Act which
has been in effect during the past five (5) years;
(ii). a copy of any preclearance, trade confirmation, or report
required to be made by any Access Person (during the past
five (5) years);
(iii). a copy of each report made by the Chief Compliance
Officer during the past five (5) years with respect to the
Code;
(iv). a copy of each Initial Holdings Report and Annual Holdings
Report prepared during the past five (5) years;
(v). a record of any violation of the Code and of any action
taken as a result of such violation (during the past five
(5) years); and
(vi). a record of all exceptions granted from the Code during
the past five (5) years.
B. Review of the Code.
------------------
The Code will be reviewed at least once a year, in light of legal and
business developments and experience in implementing the Code, and the
Chief Compliance Officer will prepare an annual report to the Boards of
Directors of the Companies that:
1. Summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year.
2. Identifies any violation of the Code, or the procedures
instituted to prevent violations of the Code, requiring significant
remedial action during the past year and the remedial action imposed.
3. Identifies any exceptions to the Code granted during the past
year.
9
<PAGE>
4. Identifies any recommended changes in existing restrictions or
procedures based on its experience under the Code, evolving industry
practices, or developments in applicable laws or regulations.
5. Certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code.
X. SANCTIONS.
A. Imposition of Sanctions.
-----------------------
If a determination is made that an Access Person has committed a
violation of the Code, sanctions may be imposed, or other actions taken,
including a letter of caution or warning, suspension of personal trading
rights, suspension of employment (with or without compensation), fine,
civil referral to the Securities and Exchange Commission ("SEC"), criminal
referral, and termination of the employment of the violator for cause. An
Access Person also may be required to reverse the trade(s) in question and
forfeit any profit or absorb any loss derived therefrom. The amount of
profit shall be calculated and shall be forwarded to a charitable
organization.
B. Authority.
---------
The Chief Compliance Officer has sole authority to determine the
remedy for any violation of the Code, including appropriate disposition of
any moneys forfeited pursuant to this provision. Failure to promptly abide
by a directive to reverse a trade or forfeit profits may result in the
imposition of additional sanctions.
C. Board of Directors Report.
-------------------------
Whenever it is determined that an Access Person has committed a
violation of this Code that merits significant remedial action, a report
will be presented at the next regularly scheduled meeting of the relevant
Board of Directors, providing information relating to the investigation of
the violation, including any sanctions as they deem appropriate. Such Board
shall have access to all information considered in relation to the case.
The Chief Compliance Officer may determine whether to delay the imposition
of any sanctions pending review by the applicable Board of Directors.
XI. CONFIDENTIALITY.
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of Securities Transactions hereunder will
be made available to the SEC or any other regulatory or self-regulatory to the
extent required by law or regulation.
10
<PAGE>
XII. OTHER LAWS, RULES AND STATEMENTS OF POLICY.
Nothing contained in this Code shall be interpreted as relieving any Access
Person from acting in accordance with the provision of any applicable law, rule
or regulation or any other statement of policy or procedure governing the
conduct of such person.
XIII. FURTHER INFORMATION.
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities Transaction,
he/she should consult the Chief Compliance Officer.
XIV. EXCEPTIONS.
Although exceptions to the Code will rarely, if ever, be granted, the Chief
Compliance Officer may grant exceptions to the requirements of the Code on a
case by case basis on a finding that the proposed conduct involves negligible
opportunity for abuse.
XV. CERTIFICATION BY ACCESS PERSONS.
All Access Persons must submit an Access Person Certification Form
(Appendix 4) documenting that they have read and understand this Code and
recognize that as an Access Person they are subject to the terms of this Code.
All Access Persons shall agree to certify on an annual basis that they have
complied with the requirements of this Code and that they have disclosed or
reported all personal Securities Transactions required to be disclosed or
reported pursuant to the requirements of this Code.
Dated: September 1999
11
<PAGE>
APPENDIX 1
[LOGO]
ACCESS PERSON PRECLEARANCE REQUEST FORM
---------------------------------------
Chief Compliance Officer:
On each of the dates proposed below, I hereby request permission to effect
a transaction in the securities indicated below on behalf of myself, my
Immediate Family (as defined in the Code of Ethics dated September 1999 (the
"Code") adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940,
as amended, trusts of which I am trustee or another account in which I have a
beneficial interest or legal title, and which are required to be pre-approved
pursuant to the Code.
(Use approximate dates and amounts of proposed transactions.)
<TABLE>
<CAPTION>
Nature of
Proposed Transaction
Name of Date of No. of Shares or Dollar Amount (Purchase, Sale, Broker/Dealer or
Security Transaction Principal Amount Of Transaction Other) Bank Price
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Name:
--------------------------
Title:
--------------------------
Entity:
-------------------------
Date: Signature:
--------------------------- ----------------------
Permission Granted Permission Denied
Date: Signature:
---------------------------- -----------------------
Chief Commpliance Officer
<PAGE>
APPENDIX 2
[LOGO]
ACCESS PERSON INITIAL HOLDINGS REPORT
-------------------------------------
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Global
Capital Management Group Incorporated, and as required by the Securities and
Exchange Commission, the following is a list of all securities (excluding mutual
and money market funds, bank certificates of deposit and direct obligations of
the U.S. Government) in which I have a direct or indirect beneficial interest.
<TABLE>
<CAPTION>
Stock Symbol Name of Entity
Name of (If Applicable Number of Principal Holding the Account
Security and Known) Shares Amount Security Number
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
Please use additional pages if necessary. This Report must be dated no later
than 10 days after becoming employed.
Name:
-------------------------
Title:
-------------------------
Signature:
--------------------
Date:
--------------------------
- --------------------------------------------------------------------------------
Acknowledged and approved this ______ day of ________, ________.
- ----------------------------
<PAGE>
APPENDIX 3
[LOGO]
ACCESS PERSON ANNUAL HOLDINGS REPORT
------------------------------------
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Global
Capital Management Group Incorporated, and as required by the Securities and
Exchange Commission, the following is a list of all securities (excluding mutual
and money market funds, bank certificates of deposit and direct obligations of
the U.S. Government) in which I have a direct or indirect interest. All
information must be current as of a date no more than 30 days before the report
is submitted.
[_] I hold no securities requiring disclosure (please mark box and sign
below).
<TABLE>
<CAPTION>
Stock Symbol
Name of (If Applicable Number of Principal Name of Entity Account
Security and Known) Shares Amount Holding the Security Number
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
Please use additional pages if necessary.
Name:_________________________
Title:________________________
Signature: ___________________
Date:_________________________
- --------------------------------------------------------------------------------
Acknowledged and approved this ______ day of ________, ________.
______________________________
<PAGE>
APPENDIX 4
[LOGO]
ACCESS PERSON CERTIFICATION FORM
--------------------------------
Security Capital Group Incorporated
11 South LaSalle Street, Second Floor
Chicago, Illinois 60603
Attention: Chief Compliance Officer:
[Access Person] hereby certifies that:
I have read and understand the Code of Ethics dated September 1999
(the "Code"). I hereby agree to certify on an annual basis that I have complied
with the requirements of the Code and that I have disclosed or reported all
personal securities transactions required to be disclosed or reported pursuant
to the requirements of the Code.
___________________________
Access Person Signature
___________________________
Print Name
Dated:_______________________
<PAGE>
Exhibit 19(b)
[LOGO]
CODE OF ETHICS
--------------
SECURITY CAPITAL MARKETS GROUP INCORPORATED
This Code of Ethics supplements the Compliance Procedures section of the
Security Capital Group Incorporated Company Policy Online Manual and the
Security Capital Markets Group Incorporated and Security Capital Global Capital
Management Group Incorporated Supervisory Procedures Manual, each available
electronically and in print.
The Code of Ethics sets forth both general principles and specific
prohibitions that you will be required to comply with.
Please review the Code of Ethics carefully and return a signed copy of the
Access Person Certification Form to the Chief Compliance Officer. Questions
regarding the Code of Ethics should be directed to the Chief Compliance Officer.
September 1999
<PAGE>
[LOGO]
CODE OF ETHICS
--------------
FOR ACCESS PERSONS OF
SECURITY CAPITAL MARKETS GROUP INCORPORATED
I. OVERVIEW.
A. Governance.
----------
The Board of Directors of Security Capital Markets Group
Incorporated ("CMG") has adopted this Code of Ethics (the "Code").
The Code establishes rules of conduct for all "Access Persons", as
defined below.
B. Supplemental to Policy Manual and Supervisory Procedures Manual.
---------------------------------------------------------------
The Code supplements, and does not supersede, the Security
Capital Group Incorporated ("Security Capital") Company Policy Online
Manual ("Policy Manual") and the CMG and Security Capital Global
Capital Management Group Incorporated Supervisory Procedures Manual
("Supervisory Procedures Manual") (together, where applicable, the
"Manuals"). Notwithstanding the foregoing, the time during which
Access Persons can buy or sell securities of any publicly traded real
estate company managed or controlled, directly or indirectly, by
Security Capital or its affiliates is governed by the Code and not the
Manuals. The Manuals hereby are incorporated by reference.
II. STATEMENT OF GENERAL PRINCIPLES.
A. Definition of "Access Person".
-----------------------------
In general, an Access Person is (i) an employee of CMG (or a
company in a control relationship with CMG) who generally makes or
participates in decisions or obtains information regarding securities
transactions on behalf of CMG or its clients, (ii) an officer or
director of CMG, (iii) a natural person in a control relationship with
CMG or its clients who obtains information concerning recommendations
regarding securities transactions, or (iv) any other person designated
by the Chief Compliance Officer. Persons who solely assist in the
preparation of public reports or receive public reports, while not
having information regarding current recommendations or trading, or
who inadvertently and infrequently obtain knowledge of current
recommendations or trading, do not constitute Access Persons. A list
of Access Persons is attached as an exhibit to the Supervisory
Procedures Manual.
1
<PAGE>
B. General Principles.
------------------
The general fiduciary principles that govern the personal trading
activities of Access Persons are as follows:
. All purchases or sale of securities, whether by an Access Person or
his/her "Immediate Family"/1/ ("Securities Transactions"), must be
conducted in a manner which does not interfere with transactions on
behalf of any clients of CMG ("CMG Clients") so as to avoid any
actual or potential conflict of interest or any abuse of an
individual's position of trust and responsibility.
. At all times the interests of CMG Clients must be placed first.
. The fundamental standard that Access Persons should not take
inappropriate or unfair advantage of their relationship with CMG
Clients is paramount.
Access Persons must adhere to these general principles as well as
comply with the Code's specific provisions.
III. PROHIBITED TRANSACTIONS AND ACTIVITIES.
A. Prohibited Activities.
---------------------
An Access Person may not:
1. Purchase or sell, directly or indirectly, any security in which
he/she has, or by reason of such transaction acquires, any direct
"Beneficial Interest", as defined below, and which he/she knows at the
time of such transaction is being purchased or sold or considered for
purchase or sale on behalf of a CMG Client. A security is "being
considered for purchase or sale" when a recommendation to purchase or
sell a security has been made and communicated and, with respect to
the person making the recommendation, when such person receives
information that would lead such person in his/her normal course of
business to consider making such a recommendation.
A person generally is deemed to have a Beneficial Interest in
securities if: (i) the person, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise, has
or shares (a) voting power, which includes the power to vote, or to
direct the voting of, the securities, and/or (b) investment power,
which includes the power to dispose of, or to direct the disposition
of, the securities; and (ii) the person, directly or indirectly,
through
- ------------------------
/1/ "Immediate Family" includes any of the following persons residing in the
same household as the Access Person: child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-
law, daughter-in-law, brother-in-law, or sister-in-law.
2
<PAGE>
any contract, arrangement, understanding, relationship or otherwise,
has or shares a direct or indirect pecuniary interest in the
securities. A person is deemed to have voting and/or investment power
with respect to securities if the person has the right to acquire a
Beneficial Interest in the security within 60 days, including any
right to acquire the security through the exercise of any option,
warrant or right; the conversion of a security; pursuant to the power
to revoke a trust, discretionary account or similar arrangement; or
pursuant to the automatic termination of a trust, discretionary
account or similar arrangement.
2. Recommend any Securities Transaction to a CMG Client without
having disclosed his/her interest, if any, in such securities or the
issuer of the securities, including without limitation:
(i). such person's direct or indirect Beneficial Interest in
any securities of such issuer;
(ii). any contemplated transaction by such person in such
securities;
(iii). any position with such issuer or its affiliates; or
(iv). any present or proposed business relationship between
such issuer or its affiliates and such person or any
party in which such person has a significant interest.
3. Directly or indirectly in connection with the purchase or sale of
any securities held or to be acquired by a CMG Client:
(i). employ any device, scheme or artifice to defraud the CMG
Client;
(ii). make any untrue statement of a material fact, or omit to
state a material fact to the CMG Client necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
or
(iii). engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the
CMG Client.
4. Purchase securities offered in an initial public offering or a
private placement without the prior approval of Security Capital's
Legal Department.
5. Purchase or sell securities of any public real estate company
(whether traded on an exchange within or outside the United States),
except as set forth in Section IV.A.1 below and the Manuals.
3
<PAGE>
IV. CONDITIONAL TRANSACTIONS.
A. Trading by Access Persons.
-------------------------
Access Persons may engage in the following trading activities:
1. Purchase securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital, upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such purchase occurs only during a period of time
stipulated by such affiliated company (window periods)
(in addition, Access Persons with titles of Senior Vice
President and above and their respective assistants also
must obtain prior clearance from Security Capital's Legal
Department); and
(iii). within five (5) business days following the date of such
purchase, a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
2. Sell securities of any public real estate company managed or
controlled, directly or indirectly, by Security Capital upon the
condition that:
(i). preclearance is obtained from the Chief Compliance
Officer;
(ii). such sale occurs only during a period of time stipulated
by such affiliated company (window periods) (in addition,
Access Persons with titles of Senior Vice President and
above and their respective assistants also must obtain
prior clearance from Security Capital's Legal
Department); and
(iii). within five (5) business days following the date of such
sale a copy of the trade confirmation or comparable
documentation is provided to the Chief Compliance
Officer.
V. EXEMPT TRANSACTIONS.
The prohibitions and conditions described in Sections III. and IV. above
shall not apply to:
A. Purchases or sales of SC-REMFs shares.
4
<PAGE>
B. Purchases or sales effected in any account over which the Access
Person (i) has no direct or indirect influence or control, or (ii) has
given discretionary investment authority to an independent third party.
C. Purchases or sales that are non-volitional on the part of the Access
Person.
D. Purchases that are part of an automatic dividend reinvestment plan.
E. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its securities, to the extent such rights
were acquired from the issuer, and sales of such rights so acquired.
VI. PRECLEARANCE OF CERTAIN CONDITIONAL TRANSACTIONS.
A. Request for Preclearance.
------------------------
In order to attempt to obtain preclearance from the Chief Compliance
Officer, an Access Person must submit in writing a completed and executed
Access Person Preclearance Request Form (Appendix 1), which shall set forth
the details of the proposed transaction. Preclearance of the transaction as
described on such Form shall be evidenced by the signature of the Chief
Compliance Officer thereon. The Chief Compliance Officer shall retain a
copy with all required signatures and a copy placed in the Access Person's
file.
B. Conditions to be Satisfied.
--------------------------
Upon written request from an Access Person as provided in Section
VI.A. above, the Chief Compliance Officer shall have the sole discretion to
preclear a personal Securities Transaction, without being required to
specify any reason for such determination. The Chief Compliance Officer
shall make such determination in accordance with the following:
1. Purchases or sales effected in any account over which the Access
Person (i) has no direct or indirect influence or control, or (ii) has
given discretionary investment authority to an independent third
party.
2. Purchases or sales that are non-volitional on the part of the
Access Person.
3. Purchases that are part of an automatic dividend reinvestment
plan.
4. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities, to the
extent such rights were acquired from the issuer, and sales of such
rights so acquired.
5
<PAGE>
Purchases and sales of SC-REMFs shares are expressly permitted and
need not be precleared with the Chief Compliance Officer.
C. Additional Factors to be Considered.
-----------------------------------
In addition to the factors set forth in Section VI.B. above, the Chief
Compliance Officer may take into account, among other factors, each of the
following:
1. Whether the amount or nature of the transaction is likely to
affect the price or market for the security.
2. Whether the Access Person making the proposed purchase or sale is
likely to benefit from purchases or sales being made or being
considered by a CMG Client.
3. Whether the investment opportunity is being offered to the Access
Person by virtue of the Access Person's position with CMG.
D. Compliance with Section 17(j).
-----------------------------
Preclearance shall be granted by the Compliance Officer only if a
purchase or sale of securities is consistent with the purposes of this Code
and Section 17(j) of the Investment Company Act of 1940, as amended (the
"Act"). To illustrate, a purchase or sale may be considered consistent with
those purposes if such purchase or sale is only remotely potentially
harmful to CMG because such purchase or sale would be unlikely to affect a
highly institutional market, or because such purchase or sale is clearly
not related economically to the securities held, purchased or sold by CMG
Clients.
E. Disclosure by Access Person.
---------------------------
If preclearance is granted to an Access Person in accordance with this
Code to engage in a Securities Transaction, the Access Person is under an
affirmative obligation to disclose that position if such Access Person
plays a material role in a subsequent investment decision regarding the
same issuer. In such circumstances, investment personnel with no personal
interest in the issuer shall review the investment decision to purchase
such securities.
Preclearance granted to an Access Person in accordance with this Code
is only effective for five (5) business days from (and including) the date
of such preclearance. If the trade is not made within five (5) business
days, a new clearance must be obtained.
VII. TRANSACTION REPORTING.
Every Access Person must submit to the Chief Compliance Officer within five
(5) business days a copy of the trade confirmation or comparable documentation
relating to any trade
6
<PAGE>
that, pursuant to this Code (i) is required to be reported to the Chief
Compliance Officer, or (ii) for which preclearance was required.
In addition, Access Persons shall be required to notify the Chief
Compliance Officer, or his or her designee, in writing, prior to opening a
securities account or placing an initial order for the purchase or sale of
securities with any foreign or domestic brokerage firm. Copies of account
statements and confirmations with respect to any outside account must be
forwarded to the Chief Compliance Officer, or his or her designee, by such
brokerage firm. Please refer to the Supervisory Procedures Manual or contact the
Chief Compliance Officer with any questions.
Finally, beginning with the fourth quarter of 1999, Access Persons that
do not engage in trading activities during a calendar quarter must provide the
Chief Compliance Officer with report confirming such fact.
VIII. SHARE OWNERSHIP REPORTING.
Access Persons must provide the Chief Compliance Officer with the
following reports, at such times as set forth below.
A. Initial Holdings Report.
------------------------
Access Persons who became affiliated with CMG on or after October 1,
1999 must provide the Chief Compliance Officer with an executed Initial
Holdings Report (Appendix 2) no later that 10 days after becoming an
Access Person. The Initial Holdings Report must disclose the title,
number of shares and principal amount of each security (excluding mutual
and money market funds, bank certificates of deposit and direct
obligations of the U.S. Government) beneficially owned by such person, as
well as the name of the broker or bank which maintains the Access
Person's account.
B. Annual Holdings Report.
-----------------------
All Access Persons must provide the Chief Compliance Officer with an
executed Annual Holdings Report (Appendix 3) on or before December 31st
of each year. The information contained in the Report must be current as
of a date no more than 30 days before the Report is submitted. The Annual
Holdings Report must disclose the title, number of shares and principal
amount of each security (excluding mutual and money market funds, bank
certificates of deposit and direct obligations of the U.S. Government)
beneficially owned by such person, as well as the name of the broker or
bank which maintains the Access Person's account.
IX. ADMINISTRATION AND PROCEDURAL MATTERS.
A. Review by the Chief Compliance Officer.
--------------------------------------
The Chief Compliance Officer shall:
7
<PAGE>
1. Furnish a copy of this Code to each Access Person and notify each
Access Person of his/her obligation to file reports as provided by
this Code.
2. Supervise the implementation and enforcement of this Code.
3. Determine whether any particular Securities Transaction should be
exempted pursuant to the provisions of this Code.
4. Issue either personally or with the assistance of counsel as may
be appropriate, any interpretation of this Code that may appear
consistent with the objectives of Rule 17j-1 of the Act and this Code.
5. Conduct such inspections or investigations as shall reasonably be
required to detect and report any apparent violations of this Code.
6. Cause to be maintained in an easily accessible place, the
following records:
(i). a copy of any Code adopted to Rule 17j-1 of the Act which
has been in effect during the past five (5) years;
(ii). a copy of any preclearance, trade confirmation, or report
required to be made by any Access Person (during the past
five (5) years);
(iii). a copy of each report made by the Chief Compliance Officer
during the past five (5) years with respect to the Code;
(iv). a copy of each Initial Holdings Report and Annual Holdings
Report prepared during the past five (5) years;
(v). a record of any violation of the Code and of any action
taken as a result of such violation (during the past five
(5) years); and
(vi). a record of all exceptions granted from the Code during the
past five (5) years.
B. Review of the Code.
The Code will be reviewed at least once a year, in light of legal and
business developments and experience in implementing the Code, and the
Chief Compliance Officer will prepare an annual report to the Board of
Directors of CMG that:
1. Summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year.
8
<PAGE>
2. Identifies any violation of the Code, or the procedures instituted
to prevent violations of the Code, requiring significant remedial
action during the past year and the remedial action imposed.
3. Identifies any exceptions to the Code granted during the past
year.
4. Identifies any recommended changes in existing restrictions or
procedures based on its experience under the Code, evolving industry
practices, or developments in applicable laws or regulations.
5. Certifies that the Company has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code.
X. SANCTIONS.
A. Imposition of Sanctions.
If a determination is made that an Access Person has committed a
violation of the Code, sanctions may be imposed, or other actions taken,
including a letter of caution or warning, suspension of personal trading
rights, suspension of employment (with or without compensation), fine,
civil referral to the Securities and Exchange Commission ("SEC"), criminal
referral, and termination of the employment of the violator for cause. An
Access Person also may be required to reverse the trade(s) in question and
forfeit any profit or absorb any loss derived therefrom. The amount of
profit shall be calculated and shall be forwarded to a charitable
organization.
B. Authority.
The Chief Compliance Officer has sole authority to determine the
remedy for any violation of the Code, including appropriate disposition of
any moneys forfeited pursuant to this provision. Failure to promptly abide
by a directive to reverse a trade or forfeit profits may result in the
imposition of additional sanctions.
C. Board of Directors Report.
Whenever it is determined that an Access Person has committed a
violation of this Code that merits significant remedial action, a report
will be presented at the next regularly scheduled meeting of CMG's Board of
Directors, providing information relating to the investigation of the
violation, including any sanctions as they deem appropriate. Such Board
shall have access to all information considered in relation to the case.
The Chief Compliance Officer may determine whether to delay the imposition
of any sanctions pending review by the Board of Directors.
9
<PAGE>
XI. CONFIDENTIALITY.
All information obtained from any Access Person hereunder shall be kept in
strict confidence, except that reports of Securities Transactions hereunder will
be made available to the SEC or any other regulatory or self-regulatory to the
extent required by law or regulation.
XII. OTHER LAWS, RULES AND STATEMENTS OF POLICY.
Nothing contained in this Code shall be interpreted as relieving any
Access Person from acting in accordance with the provision of any applicable
law, rule or regulation or any other statement of policy or procedure governing
the conduct of such person.
XIII. FURTHER INFORMATION.
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities Transaction,
he/she should consult the Chief Compliance Officer.
XIV. EXCEPTIONS.
Although exceptions to the Code will rarely, if ever, be granted, the
Chief Compliance Officer may grant exceptions to the requirements of the Code on
a case by case basis on a finding that the proposed conduct involves negligible
opportunity for abuse.
XV. CERTIFICATION BY ACCESS PERSONS.
All Access Persons must submit an Access Person Certification Form
(Appendix 4) documenting that they have read and understand this Code and
recognize that as an Access Person they are subject to the terms of this Code.
All Access Persons shall agree to certify on an annual basis that they have
complied with the requirements of this Code and that they have disclosed or
reported all personal Securities Transactions required to be disclosed or
reported pursuant to the requirements of this Code.
Dated: September 1999
10
<PAGE>
APPENDIX 1
[LOGO]
ACCESS PERSONS PRECLEARANCE REQUEST FORM
----------------------------------------
Chief Compliance Officer:
On each of the dates proposed below, I hereby request permission to effect
a transaction in the securities indicated below on behalf of myself, my
Immediate Family (as defined in the Code of Ethics dated September 1999 (the
"Code") adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940,
as amended, trusts of which I am trustee or another account in which I have a
beneficial interest or legal title, and which are required to be pre-approved
pursuant to the Code.
(Use approximate dates and amounts of proposed transactions.)
<TABLE>
<CAPTION>
Nature of
Proposed Transaction
Name of Date of No. of Shares or Dollar Amount (Purchase, Sale, Broker/Dealer or
Security Transaction Principal Amount Of Transaction Other) Bank Price
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Name:
-------------------------
Title:
------------------------
Entity:
-----------------------
Date: Signature:
----------------------- ---------------------
Permission Granted Permission Denied
Date: Signature:
----------------------- ----------------------
Chief Compliance Officer
CMG - 9/99
<PAGE>
APPENDIX 2
[LOGO]
ACCESS PERSON INITIAL HOLDINGS REPORT
-------------------------------------
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Markets
Group Incorporated, and as required by the Securities and Exchange Commission,
the following is a list of all securities (excluding mutual and money market
funds, bank certificates of deposit and direct obligations of the U.S.
Government) in which I have a direct or indirect beneficial interest.
<TABLE>
<CAPTION>
Stock Symbol Name of Entity
Name of (If Applicable Number of Principal Holding the Account
Security and Known) Shares Amount Security Number
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
Please use additional pages if necessary. This Report must be dated no later
than 10 days after becoming employed.
Name:_________________________
Title:________________________
Signature: ___________________
Date:_________________________
- --------------------------------------------------------------------------------
Acknowledged and approved this ______ day of ________, ________.
______________________________
CMG - 9/99
<PAGE>
APPENDIX 3
[LOGO]
ACCESS PERSON ANNUAL HOLDINGS REPORT
------------------------------------
Chief Compliance Officer:
As a condition of my being an Access Person of Security Capital Markets
Group Incorporated, and as required by the Securities and Exchange Commission,
the following is a list of all securities (excluding mutual and money market
funds, bank certificates of deposit and direct obligations of the U.S.
Government) in which I have a direct or indirect interest. All information must
be current as of a date no more than 30 days before the report is submitted.
[_] I hold no securities requiring disclosure (please mark box and sign below).
<TABLE>
<CAPTION>
Stock Symbol
Name of (If Applicable Number of Principal Name of Entity Account
Security and Known) Shares Amount Holding the Security Number
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
Please use additional pages if necessary.
Name:_________________________
Title:________________________
Signature:____________________
Date:_________________________
- --------------------------------------------------------------------------------
Acknowledged and approved this ______ day of ________, 2000.
______________________________
<PAGE>
APPENDIX 4
[LOGO]
ACCESS PERSON CERTIFICATION FORM
--------------------------------
Security Capital Group Incorporated
11 South LaSalle Street, Second Floor
Chicago, Illinois 60603
Attention: Chief Compliance Officer:
[Access Person] hereby certifies that:
I have read and understand the Code of Ethics dated September 1999
(the "Code"). I hereby agree to certify on an annual basis that I have complied
with the requirements of the Code and that I have disclosed or reported all
personal securities transactions required to be disclosed or reported pursuant
to the requirements of the Code.
___________________________
Access Person Signature
___________________________
Print Name
Dated:
-----------------------
