ALSTON&BIRDLLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax: 404-253-8447
www.alston.com
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| Rosemarie A. Thurston | | Direct Dial: 404-881-4417 | | Email: rosemarie.thurston@alston.com |
December 21, 2012
VIA EDGAR AND OVERNIGHT DELIVERY
Mr. Michael McTiernan
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 3010
Washington, D.C. 20549-6010
| | Re: | RREEF Property Trust, Inc. |
Dear Mr. McTiernan:
This letter sets forth the response of our client, RREEF Property Trust, Inc. (the “Issuer”), to the comments by the staff (the “Staff”) of the U.S. Securities and Exchange Commission in the letter dated December 10, 2012 regarding the Issuer’s registration statement on Form S-11 (the “Registration Statement”). The Issuer’s responses to the Staff’s comments regarding certain sales literature are set forth under separate cover. The Issuer has today filed an amendment (“Amendment No. 4”) to the Registration Statement via EDGAR. For your convenience, we have set forth below each of the Staff’s comments followed by the relevant response.
Liquidity Track Record, page 106
| 1. | Comment: Please disclose Fund I’s target liquidation date. |
Response: The Issuer has revised page 105 of the prospectus in Amendment No. 4 in response to the Staff’s comment.
Exhibit 23.4
2. Comment: Please confirm to us that you will file along with any post-effective amendment that includes expertised valuation disclosure a revised consent that clearly identifies such disclosure.
Atlanta • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.
Mr. Michael McTiernan
December 21, 2012
Page 2
Response: The Issuer confirms that it will file, along with any post-effective amendment to the Registration Statement that includes expertised valuation disclosure, a revised consent of the Issuer’s independent valuation advisor that clearly identifies such disclosure.
Should you have any further questions or need additional information, please do not hesitate to contact me at 404-881-4417.
Sincerely,
/s/ ROSEMARIE A. THURSTON
Rosemarie A. Thurston
| cc. | Sandra B. Hunter, Securities and Exchange Commission |
| | James N. Carbone, RREEF Property Trust, Inc. |
| | Julianna S. Ingersoll, RREEF Property Trust, Inc. |
| | Jason W. Goode, Alston & Bird LLP |
