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Please file this Supplement with your records
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
SECURITY CAPITAL U.S. REAL ESTATE SHARES
Supplement dated January 5, 2000
To
Class R Prospectus and Statement of Additional Information dated May 1, 1999
Class I Prospectus and Statement of Additional Information dated May 1, 1999
Effective February 1, 2000, shares of Security Capital U.S. Real Estate
Shares Class R will be converted to shares of Security Capital U.S. Real Estate
Shares Class I with the surviving class being known as Security Capital U.S.
Real Estate Shares ("SC-US"). The conversion will occur on the basis of the
relative net asset values of the two classes and no sales load, fee, or other
charge will be assessed in connection with the transaction. Beginning January 1,
2000, Security Capital Global Capital Management Group Incorporated ("GCMG"),
the investment adviser to Security Capital Real Estate Mutual Funds Incorporated
("the Fund"), has agreed to waive fees and/or reimburse expenses to maintain the
total net operating expenses (other than brokerage fees and commissions, taxes,
interest and other extraordinary expenses) at no more than 1.35% of the Fund's
Class R shares and Class I shares average daily net assets. After the
conversion, the expenses of the SC-US shares will be 1.35% of average daily net
assets. The minimum initial and subsequent investment requirements of SC-US
shares shall be $2,500 and $250, respectively. The conversion of Class R shares
to Class I shares does not constitute a taxable event under federal income tax
law.
The date of this Supplement is January 5, 2000
