UNITED STATES

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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Sincerely,

/s/ James N. CarboneW. Todd Henderson

Chief Executive Officer

RREEF PROPERTY TRUST, INC.

NOTICE TO STOCKHOLDERS OF ANNUAL MEETING

TO BE HELD ON

MAY 10, 20182019

Dear Stockholder:

RREEF Property Trust, Inc. will hold its 20182019 annual meeting of stockholders at 9:8:00 a.m. local time on Thursday,Friday, May 10, 20182019 at theits corporate offices of RREEF Property Trust at 345 Park Avenue,222 South Riverside Plaza, 26th floor, New York, NY 10154.Floor, Chicago, IL, 60606. “We,” “our,” “us” and “our company” each refers to RREEF Property Trust, Inc. The meeting will be held for the following purposes:

Only stockholders of record at the close of business on March 16, 201815, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. This proxy statement and proxy card are being mailed to you on or about March 30, 2018.29, 2019.

RREEF PROPERTY TRUST, INC.

PROXY STATEMENT FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 20182019

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

We are providing you with this proxy statement, which contains information about the items to be voted upon at the 20182019 annual meeting of stockholders. To make this information easier to understand, we have presented the information below in a question and answer format. The words "RREEF“RREEF Property Trust,"” “we,” “our,” “us” and “our company” refer to RREEF Property Trust, Inc. and its subsidiaries. The terms "RREEF“RREEF America,"” “advisor” and “sponsor” each refer to RREEF America L.L.C. RREEF America, together with its affiliates in Europe and Asia, comprises the global real estate investment business of DWS (“DWS”), an asset management business majority owned by Deutsche Bank A.G. (“Deutsche Bank”).

When and where is the meeting?

The 20182019 annual meeting of stockholders (the “Annual Meeting”) will be held on Thursday, May 10, 2018,2019, at 9:8:00 a.m. Eastern time at our corporate offices located at 345 Park Avenue,222 South Riverside Plaza, 26th Floor, New York, NY 10154.Chicago, IL 60606.

What is this document and why have I received it?

This proxy statement and the enclosed proxy card are being furnished to you, as a stockholder of RREEF Property Trust, because our board of directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that stockholders should consider before voting on the proposals to be presented at the meeting.

We intend to mail this proxy statement and accompanying proxy card on or about March 30, 201829, 2019 to all stockholders of record entitled to vote at the meeting.

What is to be considered at the meeting?

There are two proposals expected to be presented at the meeting:

How is this solicitation being made?

This solicitation is being made primarily by the mailing of these proxy materials. Supplemental solicitations may be made by mail or telephone by our officers and representatives, who will receive no extra compensation for their services. The expenses in connection with this solicitation, including preparing and mailing these proxy materials, will be borne by us. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of our common stock, $0.01 par value per share. We have hired Georgeson Inc. (“Georgeson”) to assist us in the distribution of our proxy materials and for the solicitation of proxy votes. We will pay Georgeson customary fees and expenses for these services of approximately $10,000 - $12,000.$15,000.

Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

Where can I get more information about RREEF Property Trust?

What are the voting rights and quorum requirements?

Holders of record of our shares as of the close of business on March 16, 201815, 2019 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 3,682,875, 82,435 and 4,532,432 shares of3,616,010 Class A shares, 675,309 Class T shares, and 6,538,525 Class I shares of common stock issued and outstanding, respectively, for a total of 8,297,74210,829,844 shares of our common stock issued and outstanding as of the Record Date. No shares of our Class D or Class N common stock were issued and outstanding as of the Record Date. You are entitled to one vote for each share you held as of the Record Date.

The presence, either in person or by proxy, of at least fifty percent of the shares entitled to vote at the Annual Meeting on any matter will constitute a quorum. If a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days from the original Record Date for the Annual Meeting to permit further solicitation of proxies.

There is no cumulative voting for these to proposals, and appraisal rights are not applicable to the matters being voted upon.

What is the voting requirement to approve each of the proposals?

The election of each nominee for director requires the approval of a majority of the shares represented in person or by proxy at the Annual Meeting. Any shares present in person or by proxy and not voted (whether by broker non-vote or otherwise) will have the effect of a vote against the nominees. If an incumbent nominee for the board of directors fails to receive the required number of votes for re-election, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies.

The ratification of KPMG as our independent registered public accounting firm for the year ending December 31, 20182019 requires the affirmative vote of at least a majority of all votes cast at the Annual Meeting in person or by proxy. Any shares not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the vote.

How do I vote if I am a registered stockholder?

If you are a registered stockholder (that is, if your shares are registered on our records in your name and not in the name of your broker or nominee), you may vote in person by attending the Annual Meeting at our offices listed above. If you intend to vote in person at the Annual Meeting, you must bring valid government-issued photo identification, such as a driver’s license or a passport. Additionally, you may use any of the following three options for authorizing a proxy to vote your shares prior to the Annual Meeting:

If you authorize a proxy by telephone or Internet, you do not need to mail your proxy card. See the attached proxy card for more instructions on how to vote your shares.

All proxies that are properly executed and received by our Secretary prior to the Annual Meeting, and are not revoked, will be voted at the Annual Meeting. Shares represented by properly executed proxies will be voted in accordance with the instructions on those proxies. If no specification is made on a properly executed proxy, it will be voted FOR the election of each of the nominees set forth in Proposal No. 1 and FOR the ratification of the appointment of KPMG as our independent registered public accounting firm as set forth in Proposal No. 2. Even if you plan to attend the

How do I vote if I hold my shares in “street name”?

If your shares are held by your bank or broker as your nominee (in “street name”), you should receive a proxy or voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.

If your shares are held in street name and you wish to attend the Annual Meeting and/or vote in person, you must bring your broker or bank voting instruction card and a proxy, executed in your favor, from the record holder of your shares. In addition, you must bring valid government-issued photo identification, such as a driver’s license or a passport.

How is quorum determined?

For the purpose of determining whether a quorum is present at the Annual Meeting, we will count shares represented in person or by properly executed proxy. We will treat shares which abstain from voting as to a particular matter and broker non-votes (defined below) as shares that are present at the Annual Meeting for purposes of determining whether a quorum exists, but we will not count them as votes cast on such matter. A “broker non-vote” occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares as follows:

Can I change my vote after submitting my proxy?

You may revoke a previously submitted proxy at any time prior to the Annual Meeting in any of three ways:

If we receive your proxy authorization by telephone or over the Internet, we will use procedures reasonably designed to authenticate your identity, to allow you to authorize the voting of your shares in accordance with your instructions and to confirm that your instructions have been properly recorded. Proxies authorized by telephone or via the Internet may be revoked at any time before they are voted in the same manner that proxies authorized by mail may be revoked.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Current Report on Form 8-K filed with the SEC within four business days after the date of the Annual Meeting.

How can I get additional copies of this proxy statement or other information filed with the SEC relating to this solicitation?

You may obtain additional copies of this proxy statement by calling our solicitor, Georgeson, toll free at (888) 565-5190.

When are stockholder proposals due for next year’s annual meeting?

Under SEC regulations, any stockholder desiring to make a proposal to be acted upon at our 20192020 annual meeting of stockholders must cause such proposal to be received at our principal executive offices located at 345 Park Avenue, 26th Floor, New York, New YorkNY 10154, Attention: Secretary, no later than November 30, 201829, 2019 in order for the proposal to be considered for inclusion in our proxy statement for that meeting; provided, however, that in the event that the date of the 20192020 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the 20182019 Annual Meeting, the deadline for the delivery of such stockholder proposal will be a reasonable time prior to the date we begin to print and send our proxy materials. Stockholders also must follow the procedures prescribed in Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Pursuant to Article II, Section 11(a)(2) of our bylaws, if a stockholder wishes to present a proposal at the 20192020 annual meeting of stockholders, whether or not the proposal is intended to be included in the proxy statement for that meeting, the stockholder must give advance written notice thereof to our Secretary at our principal executive offices, no earlier than October 31, 201830, 2019 and no later than 5:00 p.m., Eastern Time, on November 30, 2018;29, 2019; provided, however, that in the event that the date of the 20192020 annual meeting of stockholders is advanced or delayed by more than thirty days from the first anniversary of the date of the 20182019 Annual Meeting, written notice of a stockholder proposal must be delivered not earlier than the 150th day prior to the date of the 20192020 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of the 20192020 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 20192020 annual meeting of stockholders is first made. Any stockholder proposals not received by us by the applicable date in previous sentence will be considered untimely. Rule 14a-4(c) promulgated under the Exchange Act permits our management to exercise discretionary voting authority under proxies it solicits with respect to such untimely proposals. We presently anticipate holding the 20192020 annual meeting of stockholders in May 2019.2020.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Background

At the Annual Meeting, sevenfive directors are to be elected for the ensuing year and until their successors are elected and qualify. Each of the nominees for director currently is a director of RREEF Property Trust and has consented to be named as a nominee in this proxy statement and to continue to serve as our director if elected. Pursuant to our bylaws, we can have no more than 15 and no fewer than three directors, a majority of whom must be independent of our advisor. If elected, each director will hold office until the date of the 20192020 annual meeting of stockholders and until his or her successor is elected and qualifies, subject to death, resignation, retirement, disqualification or removal from office. There are no family relationships between any directors or executive officers. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between such person and any other person.

Our board of directors has nominatedcurrently is comprised of seven directors: (i) Murray J. McCabe, Deborah H. McAneny, M. Peter Steil, Jr. and Charles H. Wurtzebach, Ph.D., as the independent directors and (ii) W. Todd Henderson, James N. CarboneAnne-Marie Vandenberg and Marc L. Feliciano. Our board of directors has decided to reduce the size of the board to five members in total with three independent directors. In connection with this reduction, Messrs. McCabe and Feliciano have not been nominated for re-election at the Annual Meeting. Messrs. McCabe and Feliciano will complete their current terms as board members until the Annual Meeting date.

Our board of directors has nominated (i) Deborah H. McAneny, M. Peter Steil, Jr. and Charles H. Wurtzebach, Ph.D., as the independent directors and (ii) W. Todd Henderson and Anne-Marie Vandenberg. Each of the nominees, except Messrs. Feliciano,Mr. Henderson and CarboneMs. Vandenberg has served on our board of directors since November 27, 2012. Messrs.Mr. Henderson Carbone and Feliciano havehas served on our board of directors since May 9, 2012. Ms. Vandenberg has served on our board of directors since October 3, 2018.

Director Nominees

The following table provides information about the nominees to our board of directors:

The principal occupations and certain other information about the nominees are set forth below.

named a partner of RREEF Real Estate Capital Markets, responsible for asset and in 1998 became a member of RREEF Real Estate’sfund level financings across the Americas Investment Committee. From 1979 until heprivate real estate platform. In that role, she structured over 200 real estate and fund financing transactions totaling over $11.65 billion. She joined RREEF Real Estate in 1995, Mr. Carbone worked in various capacities in the commercial real estate business, gaining experience in the management, brokerage, development, disposition and acquisition of properties. He is affiliated with numerous industry groups, including the Urban Land Institute and the National Association of Industrial and Office Properties. Mr. Carbone holds a B.A. in Economics from the University of California, Davis.

 

overall management of Henderson’s North American business. He served as a member of Henderson’s Senior Management Team from 2001 to November 2008 and Chairman of Henderson’s North America Senior Management Committee from 1999 to November 2008. Dr. Wurtzebach served as President and Chief Executive Officer of Heitman Capital Management from 1994 to 1998 and President of JMB Institutional Realty from 1991 to 1994. His responsibilities included supervising the financial risk exposure, financial reporting and internal control procedures of each company. Since May 2009 until July 2014, Dr. Wurtzebach served as a director of Inland Diversified Real Estate Trust, Inc., a public non-listed REIT. Since July 2014, he has served as an Independent Director of Kite Realty Group, a publicly-registered, publicly-traded REIT. He is also a founder, former president and former director of the Real Estate Research Institute, or RERI. Dr. Wurtzebach holds a B.S. in Finance from DePaul University in Illinois, an M.B.A. from Northern Illinois University and a Ph.D in finance from the University of Illinois at Urbana.

At the Annual Meeting, we will vote each valid proxy returned to us for the sevenfive nominees listed above unless the proxy specifies otherwise. Proxies may not be voted for more than sevenfive nominees for director. While our board does not anticipate that any of the nominees will be unable to stand for election as a director at the Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our board of directors may designate.

Director Qualifications, Experience, Attributes and Skills

Our board of directors believes that the significance of each director nominee’s qualifications, experience, attributes and skills is particular to that individual, meaning that there is no single test applicable to all director candidates. The effectiveness of the board is best evaluated as a group of directors, rather than at an individual director level. As a result, our board has not established specific minimum qualifications that must be met by each individual wishing to serve as a director. When evaluating candidates for a position on our board of directors, the board considers the potential impact of the candidate, along with his or her particular experiences, on the board as a whole. The diversity of a candidate’s background or experiences, when considered in comparison to the background and experiences of other members of the board of directors, may or may not impact the board’s view as to the candidate. In evaluating director candidates, our board considers all factors that it deems relevant.

In recommending director nominees to our board of directors, our board of directors solicits candidate recommendations from its current members and our management. Our board of directors also will consider recommendations made by stockholders for director nominees who meet the established director criteria set forth above. In evaluating the persons recommended as potential directors, our board will consider each candidate without regard to

In conducting its annual self-assessment and nominating the director nominees, our board of directors determined that each director nominee has the qualifications, experience, attributes and skills appropriate to continue his or her service as a director of our company in view of our business and structure. In addition to a demonstrated record of business and professional accomplishment, each of our director nominees has substantial experience serving on boards, including our board and boards of other organizations. Each of our directors has gained substantial insight as to the operation of our company and has demonstrated a commitment to discharging his or her oversight responsibilities as a director.

Each director was nominated to our board of directors on the basis of the unique skills he or she brings to our board, as well as how such skills collectively enhance our board. On an individual basis:

The information above is not exclusive. When considering a director nominee, our board of directors considers many intangible elements, such as intelligence, integrity, work ethic, commitment to stockholder interests and the ability to work with other directors, communicate effectively, exercise judgment and ask incisive questions.

The election of each nominee for director requires the approval of a majority of the shares represented in person or by proxy at the Annual Meeting. Any shares present in person or by proxy and not voted (whether by broker non-vote or otherwise) will have the effect of a vote against the nominees. If an incumbent nominee for the board of directors fails to receive the required number of votes for re-election, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

ALL OF THE NOMINEES LISTED ABOVE FOR NOMINATION AS DIRECTORS.

EXECUTIVE OFFICERS

The following table provides information about our executive officers. Each executive officer, once appointed, serves at the pleasure of the board of directors until the next annual meeting of the board of directors and until his or her successor shall have been duly appointed and qualified or until such individual resigns or is removed from office. There are no family relationships between any directors or executive officers. None of our executive officers was appointed pursuant to any agreement or understanding between such person and any other person.

The biographybiographies of Ms. Vandenberg and Mr. Carbone isHenderson are set forth above in “Proposal No. 1: Election of Directors.”

CORPORATE GOVERNANCE

Our board of directors oversees our management and operations, while our advisor is responsible for our day-to-day management and operations. Our board’s oversight role does not make its directors guarantors of our investments or activities.

Our board has appointed various employees of our advisor as officers of our company with the collective responsibility to monitor and report to our board of directors on our operations. In conducting its oversight, our board of directors receives regular reports from these officers and from other senior officers of our advisor regarding our operations. Some of these reports are provided as part of formal board meetings, which are typically held quarterly, in person, and involve the board’s review of our recent operations. From time to time, one or more of our directors may also meet with management in less formal settings, between scheduled board meetings, to discuss various topics.

Board Leadership Structure

Our board of directors has structured itself in a manner that it believes allows it to perform its oversight function effectively. A majority of our directors are independent. Our offices ofMr. Henderson, as our Chairman of the Board and Chief Executive Officer, are separate even though such separation is not required. Mr. Henderson, as our Chairman of the Board, is responsible for reviewing the agenda for the meetings of the board of directors and the annual meetings of stockholders, and Mr. Carbone, as our Chief Executive Officer, is responsible forwell as the general management of our business and financial affairsaffairs. Ms. Vandenberg, as our Chief Operating Officer and President, is responsible for our capital market activities and our day-to-day operations.

Our board of directors reviews its structure annually. Our board of directors believes that its structure, in which representatives of our advisor serve on the board of directors, is appropriate in light of the significant services that our advisor provides to us. In addition, our board of directors believes that requiring a majority of the board of directors to be comprised of independent directors as well as the structure, function and composition of the Audit Committee (as described below in “Committees”) and the requirement that related party transactions be presented to the full board of directors, are an appropriate means to provide effective oversight and address any potential conflicts of interest that may arise from our relationship with our advisor. Beginning with this Annual Meeting, our board of directors has decided to reduce the number of directors on the board from seven members with four independent directors to five members with three independent directors.

Board Oversight of Risk Management

As part of its oversight function, the board of directors receives and reviews various reports relating to risk management. Because risk management is a broad concept comprised of many different elements (including, among other things, investment risk, valuation risk, credit risk, compliance and regulatory risk, business continuity risks, operational risk and insurance), board oversight of different types of risks is handled in different ways. For example, the full board of directors receives and reviews reports from senior personnel of our advisor (including senior compliance, financial reporting and investment personnel) or their affiliates regarding various types of risks, such as operational, compliance and investment risk, and how they are being managed. The Audit Committee supports the board’s oversight of risk management in a variety of ways, including (i) participation in and receipt and review of reports regarding our disclosure controls and procedures prior to the issuance of our quarterly financial reports, (ii) meetings with our Chief Financial Officer and our independent public accountants to discuss, among other things, the internal control structure of our financial reporting function and compliance with certain requirements of the Sarbanes-Oxley Act of 2002, as amended, and (iii) reporting to the board of directors as to these and other matters.

Although our shares are not listed for trading on any national securities exchange, our board of directors has determined that a majority of the members of our board of directors, and all of the members of the Audit Committee, are “independent” as defined by the New York Stock Exchange (the “NYSE”). The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

In addition, our board of directors determined that these directors are independent pursuant to the definition of independence in our Charter, as required by the North American Securities Administrators Association'sAssociation’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 (the "NASAA“NASAA REIT Guidelines"Guidelines”). Our Charter provides that an independent director is a director who is not and has not for the last two years been associated, directly or indirectly, with our advisor or sponsor. A director is deemed to be associated with our advisor or sponsor if he or she owns any interest in, is employed by, is an officer or director of, or has any material business or professional relationship with our advisor, our sponsor, or any of their affiliates, performs services (other than as a director) for us, or serves as a director or trustee for more than three REITs organized by our sponsor or advised by our advisor.  A business or professional relationship will be deemed material per se if the gross revenue derived by the director from our sponsor, our advisor, and any of their affiliates exceeds five percent of (i) the director’s annual gross revenue derived from all sources during either of the last two years or (ii) the director'sdirector’s net worth on a fair market value basis.  An indirect relationship is defined to include circumstances in which the director'sdirector’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with us, our advisor, our sponsor or any of their affiliates. Our Charter requires that at all times at least one of our independent directors must have at least three years of relevant real estate experience.

Our board of directors has determined that Murray J. McCabe, Deborah H. McAneny, M. Peter Steil, Jr., and Charles H. Wurtzebach, Ph.D. are independent directors pursuant to our Charter and the definition of independence as defined by the NYSE.

Meetings of the Board of Directors

During the fiscal year ended December 31, 2017,2018, our board of directors met six times. Each of our directors attended at least 75% of the aggregate of the total number of meetings of our board of directors held during the period for which he or she served as a director and the total number of meetings held by all committees of our board of directors on which he or she served during the periods for which he or she was a director.

We do not have a formal policy requiring directors to attend annual meetings of stockholders, although we do encourage their attendance. All of our directors attended our 20172018 annual meeting of stockholders.

Committees

The Audit Committee must have at least three members and be comprised solely of members of our board of directors that meet the independence criteria of our Charter and the NYSE listing standards. It is comprised of Deborah H. McAneny, M. Peter Steil, Jr. and Charles H. Wurtzebach, each of whom meets the qualifications for audit committee independence under the rules of the NYSE. Dr. Wurtzebach serves as the Chairperson of the Audit Committee, and our board of directors has determined that Dr. Wurtzebach qualifies as an “audit committee financial expert” as that term is defined by SEC rules. The Audit Committee held four meetings during the year ended December 31, 2017.2018.

We do not have a compensation committee because we do not compensate our executive officers or non-independent directors. Recommendations with respect to compensation of our independent directors are made by our board of directors.

Our board of directors believes that each director should be nominated by our full board, which must be comprised of a majority of independent directors, rather than a committee thereof. As a result, we do not have a nominating committee.

Director Orientation and Continuing Education

We provide each director who joins our board with an initial orientation about our company, including our business operations, strategy, policies and governance. We also provide all of our directors with resources and ongoing education opportunities to assist them in staying current about developments in corporate governance and critical issues relating to the operation of boards of public companies and their committees.

Our board of directors annually conducts a self-evaluation (with anonymous responses permitted) to determine whether it and the Audit Committee are functioning effectively and to identify opportunities to enhance their effectiveness.

Code of Ethics

Review of our Policies

 

Our board of directors, including our independent directors, has reviewed our policies described in our Annual Report and our registration statement related to our public equity offering, as well as other policies previously reviewed and approved by our board of directors, and determined that they are in the best interests of our stockholders because: (1) they increase the likelihood that we will be able to acquire a diversified portfolio of income producing properties, thereby reducing risk in our portfolio; (2) there are sufficient property acquisition opportunities with the attributes that we seek; (3) our executive officers, directors and affiliates of our advisor have expertise with the type of real estate investments we seek; (4) borrowings should enable us to purchase assets and earn rental income more quickly; and (5) corporate governance best practices and high ethical standards help promote our long-term performance, thereby increasing our likelihood of generating income for our stockholders and preserving stockholder capital.

REPORT OF THE AUDIT COMMITTEE

In accordance with the Audit Committee Charter, the Audit Committee, subject to any action of the Company’s board of directors, has ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace the Company’s independent registered public accounting firm. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by management.

Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and to the Company’s auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the Audit Committee’s members in business, financial and accounting matters.

As part of its ongoing activities, the Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172018 for filing with the SEC.

Audit Committee:

Deborah H. McAneny

M. Peter Steil, Jr.

Charles H. Wurtzebach

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of our company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Executive Officer Compensation

We do not compensate our executive officers and have no employees as all of our day-to-day operations are managed by our advisor. Furthermore, we do not compensate our executive officers under any stock based compensation plans.

Director Compensation

The following director compensation table sets forth the compensation paid to our independent directors in fiscal year 20172018 for services to us. Directors who are not independent directors are not compensated by us for their service on our board of directors. All compensation was paid in cash.

WeThrough the Annual Meeting, we compensated each of our independent directors with an annual retainer of $50,000, plus an additional annual retainer of $7,500 to the Chairman of the Audit Committee. We paid $1,000 for each board or board committee meeting the director attended in person and $250 for each meeting the director attended by telephone. In the event that there was a meeting of the board of directors and one or more committees thereof in a single day, the fees paid to each director were limited to $1,250 per day.

In addition, our board of directors previously approved a grant of shares of restricted stock to such plan’s conditions and restrictions,each of our independent directors, whereby each of our current independent directors will receive an initiala grant of 5,000 Class I shares of restricted stock, which we refer to as the “initial“supplemental restricted stock grant,” at the end of the first full calendar quarter following the date that we issued 12,500,000 shares in our offerings. Each newBecause this threshold was met during the fourth quarter of 2018, each of our current independent directordirectors will receive the supplemental restricted stock grant on March 29, 2019. New independent directors that subsequently joinsjoin the board will not receive the initialthis supplemental restricted stock grant of 5,000 Class I shares on the date he or she joins the board.grant. The initialsupplemental restricted stock grantgrants will generally vest in equal installments over a three-year period beginning on the first anniversary of the grant date; provided, however, that the restricted stock will become fully vested on the earlier occurrence of (1) the termination of the independent director’s service as a director due to his or her death or disability or (2) a change in control of our company. The board of directors may approve, at its discretion, an additional award of Class I shares ofsupplemental restricted stock upon an independent director’s subsequent re-electiongrants are subject to the board, subject to such terms and conditions as provided by the board at such time.

Our board of directors has adopted a long-term incentive plan, which we use to attract and retain directors, officers, employees and consultants. Our long-term incentive plan offers qualified individuals an opportunity to participate in our growth through awards in the form of, or based on, our common stock. The long-term incentive plan authorizes the granting of restricted stock, stock options, restricted or deferred stock units and other stock-based awards and cash-based

awards to directors, employees and consultants of ours selected by the board of directors for participation in the plan. Stock options may not have an exercise price that is less than the fair market value of a share of our common stock on the date of grant and may not have a term in excess of ten years from the grant date.

Our board of directors or a committee appointed by our board of directors administers the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize our status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under our Charter. Unless otherwise determined by our

 

Our board of directors is responsible for determining the form and amount of compensation that is paid to our independent directors. In addition, our executive officers may make recommendations regarding the compensation level for the independent directors and provide comparison data. Our board of directors periodically assesses the level of independent director compensation, taking into account the responsibilities and duties of the independent directors and the time required to perform those duties. In determining the level of independent director compensation, our board of directors attempts to be consistent with market practices, but does not set compensation at a level that would call into question the independent directors’ objectivity.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC, within specified time frames, initial reports of beneficial ownership and reports of changes in ownership of our shares of common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file with the SEC. All of our directors and executive officers were required to file Section 16(a) forms during the fiscal year ended December 31, 2016 pursuant to the Company becoming subject to Section 12(g) of the Exchange Act. In addition, our Chief Executive Officer, our Chief Financial Officer, and our director Marc L. Feliciano were required to file an additional Section 16(a) form during the fiscal year ended December 31, 2017.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our executive officers are compensated by RREEF America and not by us. In 2017,2018, our entire board of directors determined the compensation of our independent directors. As noted above, we have no employees. During the fiscal year ended December 31, 2017,2018, none of our executive officers served as:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Beneficial Owners and Management

The following table shows the beneficial ownership of shares of our common stock as of March 16, 201815, 2019 by:

To our knowledge, other than our sponsor, there is no person, or group of affiliated persons, that beneficially owns more than 5% of our common stock. Information with respect to beneficial ownership has been furnished by each director and officer.

TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS

The following describes all transactions during the years ended December 31, 20172018 and 20162017 and currently proposed transactions involving us, our directors, our advisor, our sponsor, our dealer manager and any affiliate thereof. Our independent directors are specifically charged with the duty to examine, and have examined, the fairness of such transactions, and have determined that all such transactions are fair and reasonable to us.

Ownership Interests

As of March 16, 2018,15, 2019, RREEF America owns 938,057 shares of our Class I common stock. As of March 16, 2018,15, 2019, our executive officers and independent directors, as a group, owned no shares of our Class A, Class T, Class N or Class D common stock and 56,26717,979 shares of our Class I common stock.

Our Relationship with Our Advisor, Our Sponsor and Our Dealer Manager

We are externally advised and managed by our sponsor and advisor, RREEF America, which is responsible for the management, acquisition, disposal, leasing, maintenance and operating of all our real estate investments. RREEF America’s executive offices are located at 345 Park Avenue, 26th floor,Floor, New York, New YorkNY 10154. RREEF America’s telephone number is (212) 454-6260. All of our officers and directors, other than the independent directors, are employees of RREEF America. We have and will continue to have certain relationships with RREEF America and its affiliates.

On July 1, 2016, we entered into an agreement with DWS Distributors, Inc. (our "dealer manager"“dealer manager”) whereby our dealer manager will market and execute the distribution of our shareshares of common stock in our public offerings. Our dealer manager is an affiliate of our sponsor and advisor. Prior to July 1, 2016, our former dealer manager was an unaffiliated entity. DWS Distributors, Inc.'s executive offices are’s primary branch office is located at 60 Wall Street, 5th floor, New York, New York, 10005.222 South Riverside Plaza, 24th Floor, Chicago, IL 60606.

The fixed component of the advisory fee accrues on a daily basis. The fixed component was not earned and, therefore, did not begin to accrue until the date on which our combined NAV for both classes of shares reached $50,000,000. Our combined NAV for both classes of shares first exceeded $50,000,000 during January 2015. The performance component will be calculated such that for any calendar year in which the total return per share for a particular class exceeds 6% per annum (the "6% return"“6% return”), our advisor will receive 25% of the excess total return above the 6% return; provided that in no event will the performance component exceed 10% of the aggregate total return for such year. The total return to stockholders is defined for each class of common stock as the change in NAV per share for such class, plus distributions per share for such class. However, in the event that our NAV per share for any class of common stock decreases below $12.00, the performance component will not be earned on any increase in NAV up to $12.00 per share with respect to that class.

Under the advisory agreement, RREEF America is entitled to reimbursement of certain costs incurred by RREEF America or its affiliates that are not incurred under the expense support agreement, as discussed below. Costs eligible for reimbursement, if they are not incurred under the expense support agreement, include most third-party operating expenses, salaries and related costs of our advisor'sadvisor’s employees who perform services for us (but not those employees for which RREEF America earns a separate fee or those employees who are our executive officers) and travel related costs for its employees who incur such costs on our behalf. We may reimburse our advisor for all expenses paid or incurred in connection with the services it provided to us, subject to the limitations described below under the heading “2%/25% Guidelines." As of December 31, 2017,2018, we owed our advisor $58,874$73,100 for such costs.

Under the advisory agreement, RREEF America agreed to pay all of our organization and offering costs incurred through January 3, 2013. In addition, RREEF America agreed to pay certain of our organization and offering costs from January 3, 2013 through January 3, 2014 that were incurred in connection with certain offering related activities. In total, RREEF America incurred $4,618,318 of these costs (the "Deferred“Deferred O&O"&O”) on behalf of us or our operating partnership from our inception through January 3, 2014. Pursuant to the advisory agreement, in January 2014, we began reimbursing RREEF America monthly for the Deferred O&O on a straight-line basis over 60 months. Through December 31, 2017,2018, we have reimbursed RREEF America $3,690,102 for all of the Deferred O&O.&O, with no additional payments remaining.

On May 29, 2013, we entered into an expense support agreement with our advisor, as most recently amended and restated on January 20, 2016 (the "expense“expense support agreement"agreement”). Pursuant to the terms of the expense support agreement, our advisor has agreed to defer reimbursement of certain expenses related to our operations that our advisor has incurred (“expense payments”). These expense payments include, without limitation, expenses that are organizational and offering expenses and operating expenses under our advisory agreement.

Pursuant to the expense support agreement, our advisor could incur expense payments until the earlier of (1) the date we surpassed $200 million in aggregate gross proceeds from our equity offerings, or (2) the date the aggregate expense payments by our advisor exceed $9.2 million. We continued to incur and pay certain fees and property level expenses (inclusive of acquisition related expenses and interest expense on borrowed funds secured by properties) while receiving expense support. In addition, commencing with the fourth calendar quarter of 2014, we, as opposed to our advisor, began to incur and pay certain operating expenses, subject to certain limits, which will not be treated as expense payments and for which we will not be entitled to reimbursement from our advisor.

As of December 31, 2015, our advisor had made an aggregate of $9.2 million in expense payments. Accordingly, our advisor ceased incurring expense payments effective January 1, 2016. As the expense payment limit had been reached, pursuant to the expense support agreement, in January 2016 the reimbursement provisions were triggered. As such, we commenced making reimbursement payments to our advisor at the rate $250,000 per quarter, subject to adjustment as described in the expense support agreement. During the first quarter of 2016, we reimbursed $250,000 to our advisor under the expense support agreement. On April 25, 2016, we and our advisor entered into a letter agreement that amended certain provisions of the advisory agreement and the expense support agreement (the "ESA“ESA letter agreement"agreement”). The ESA

advisor under the expense support agreement. Beginning the month following the ESA commencement date, we will make monthly reimbursement payments to our advisor in the amount of $416,667 for the first 12 months and $329,166 for the second 12 months, subject to monthly reimbursement payment limitations described in the ESA letter agreement. In addition, pursuant to the ESA letter agreement, if RREEF America is serving as our advisor at the time that we or our operating partnership undertakes a liquidation, our remaining obligations to reimburse our advisor for the unpaid Deferred O&O under the advisory agreement and the unpaid monthly reimbursements under the expense support agreement shall be waived.

As described above, our advisor is entitled to reimbursement of certain expenses. However, we will not reimburse our advisor at the end of any fiscal quarter for “total operating expenses” that for the four consecutive fiscal quarters then ended (the “expense year”) exceeded the greater of (1) 2% of our average invested assets or (2) 25% of our net income (collectively, the “2%/25% Guidelines”). Our advisor must reimburse us for any amounts by which our total operating expenses exceed the 2%/25% Guidelines in the expense year, unless our independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. Our independent directors approved the excess amounts for each of the expense years that ended March 31, 2016, June 30, 2016 andon or prior to September 30, 2016. For the expense year ended December 31, 2016, our total operating expenses were $3,260,955, which exceeded the 2%/25% guidelines by $149,133. Our advisor reimbursed us for such excess amount in the first quarter of 2017. For each of the expense years ended March 31, 2017, June 30, 2017, September 30, 2017 andsubsequent to December 31, 2017,2016, our total operating expenses did not exceed the 2%/25% guidelines.

For purposes of these limits, (1) “total operating expenses” are our aggregate expenses of every character paid or incurred as determined under GAAP, including the advisory fee, but excluding: (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer and registration of our shares; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain on the sale of our assets; and (f) acquisition fees, acquisition expenses, brokerage fees on resale of properties and other expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property); (2) “average invested assets” is the average of the aggregate book value of our assets (other than intangibles) invested, directly or indirectly, in real estate and other real estate related assets, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during the period; and (3) “net income” is our total revenues less our total expenses excluding reserves for depreciation, bad debts and other similar non-cash reserves. For the year ended December 31, 2017,2018, our total operating expenses were 1.8%1.9% of our average invested assets and 62.4%75.5% of our net income.    

(1) As of December 31, 20172018 and 2016,2017, we owed our advisor for organization and offering costs as follows:

(2) As of December 31, 20172018 and 2016,2017, we owed our advisor for operating expenses as follows:

(3) As of December 31, 20172018 and 2016,2017, we owed our advisor zero for out-of-pocket acquisition expenses.

The distribution of our shares of common stock is governed by the dealer manager agreement between us, our operating partnership and the dealer manager. Under the dealer manager agreement, we are obligated to reimburse the dealer manager for certain offering costs incurred by the dealer manager on our behalf, including but not limited to broker-dealer sponsorships, attendance fees for retail seminars conducted by broker-dealers, and travel costs for certain personnel of the dealer manager who are dedicated to the distribution of our shares of common stock. For the years ended December 31, 20172018 and 2016,2017, the dealer manager incurred $315,622$321,862 and $150,132,$315,622, respectively, in such costs on our behalf, allbehalf. As of which was payable toDecember 31, 2018 and 2017, we owed the dealer manager as of December 31, 2017$329,382 and 2016,$315,622, respectively.

In connection with the distribution of our shares of common stock, we are obligated to pay to the dealer manager selling commissions on the sale of shares of our Class A and Class T common stock, upfront dealer manager fees on the sale of shares of our Class T common stock, and distribution and dealer manager fees paid on a trailing basis on certain classes of our common stock. For the years ended December 31, 20172018 and 2016,2017, the dealer manager has earned upfront selling commissions and upfront dealer manager fees totaling $122,801$542,383 and $6,145,$122,801, respectively. As of December 31, 20172018 and 2016,2017, we owed $67,279$85,874 and $60,515,$67,279, respectively, in trailing fees to the dealer manager, and we have accrued $2,238,576$3,107,322 and $2,352,711,$2,238,576, respectively, in trailing fees estimated to become payable in the future to the dealer manager.

Conflicts of Interest with RREEF America, DWS Distributors, Inc. and Their Affiliates

Conflicts of interest may arise between RREEF America, as our advisor and sponsor, DWS Distributors, Inc., as our dealer manager, and us with respect to our management and the distribution of our shares of common stock. It is anticipated that the officers and employees of RREEF America will devote as much time to us as necessary to effectively

In order to reduce or eliminate certain potential conflicts of interest, our Charter and our advisory agreement contain restrictions and conflict resolution procedures relating to transactions we enter into with our advisor, our directors or their respective affiliates.  Each of the restrictions and procedures that apply to transactions with our advisor and its affiliates will also apply to any transaction with any entity or real estate program controlled by our advisor and its affiliates. As a general rule, any related party transaction must be approved by a majority of the directors (including a majority of independent directors) not otherwise interested in the transaction.  In determining whether to approve or authorize a particular related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable to us and has terms and conditions no less favorable to us than those available from unaffiliated third parties.

RREEF America will allocate investment opportunities suitable for us or for other persons, including RREEF America or an affiliate of RREEF America or an account managed or advised by RREEF America or an affiliate of RREEF America, in accordance with an equitable and reasonable allocation procedure consistent with RREEF America’s fiduciary duty to us and with due regard to our investment objectives and the characteristics of the specific investment. When RREEF America identifies a real estate investment opportunity, it will present the opportunity to the program or account which it advises or manages that has the highest priority position on the rotation priority list, but only if the investment opportunity is suitable for the program or account. The criteria considered in determining whether an opportunity is suitable include the risk profile and portfolio diversification objectives of the program or account and the intensity of management that the property will require.

We have also adopted a Code of Ethics that applies to our officers and directors (each a “covered person”).  The Code of Ethics sets forth certain conflicts of interest policies that limit and govern certain matters among us, the covered persons, our advisor and their respective affiliates.

Our dealer manager distributes the securities of other issuers. In addition, future programs may seek to raise capital through offerings conducted concurrently with our offerings and distributed by our dealer manager. As a result, our dealer manager may face conflicts of interest arising from potential competition with these other programs for investors and investment capital.

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Although it is not required to do so, the board of directors is submitting the Audit Committee’s appointment of our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting in order to ascertain the view of the stockholders regarding such appointment as a matter of good corporate governance practice. The affirmative vote of the holders of a majority of votes cast on the proposal at the Annual Meeting will be required to approve this proposal. If the stockholders should not ratify the appointment of our independent registered public accounting firm, the Audit Committee will reconsider the appointment, but may still elect to retain them. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the Company’s best interest and the best interest of the Company’s stockholders. Representatives of KPMG are expected to be available during the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from our stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR”

RATIFICATION OF THE APPOINTMENT OF KPMG.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Effective as of February 27, 2018,28, 2019, our Audit Committee selected KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2019.

Fees Paid to Independent Registered Public Accounting Firm

The following tables set forth the aggregate fees billed or to be billed to us for services performed for the fiscal years ended December 31, 20172018 and 20162017 by KPMG.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee Charter imposes a duty on our Audit Committee to pre-approve all audit services and permissible non-audit services to be provided to us by our independent auditor in order to ensure that the provision of such services does not impair our auditors'auditors’ independence. Our Audit Committee must also review and approve in advance any proposal from RREEF America, and any entity controlling, controlled by, or under common control with RREEF America, that provides ongoing services to us (a “Service Affiliate”) or employs the independent auditor to render non-audit services, if such engagement would relate directly to our operations and financial reporting. As a part of its review, our Audit Committee will consider whether the provision of such services impacts the auditors'auditors’ independence.

Since January 1, 2013, all audit and non-audit services performed by KPMG for us, RREEF America and any Service Affiliates that required the pre-approval of our Audit Committee were pre-approved by the Audit Committee.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

INCORPORATION BY REFERENCE 

OTHER MATTERS

Our management does not know of any other matters to come before the Annual Meeting. If, however, any other matters do come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their discretion on such matters.

Vikram Mehra

March 30, 201829, 2019