RELATED PARTY ARRANGEMENTS | RELATED PARTY ARRANGEMENTS Advisory Agreement RREEF America is entitled to compensation and reimbursements in connection with the management of the Company's investments in accordance with an advisory agreement between RREEF America and the Company (the "Advisory Agreement"). The Advisory Agreement has a one -year term and is renewable annually upon the review and approval of the Company's board of directors, including the approval of a majority of the Company's independent directors. The Advisory Agreement has a current expiration date of January 3, 2017. There is no limit to the number of terms for which the Advisory Agreement can be renewed. Fees Under the Advisory Agreement, RREEF America can earn an advisory fee split between two components as described below. 1. The fixed component accrues daily in an amount equal to 1/365 th of 1.0% of the NAV for each class of shares for such day; provided, however, that the fixed component was not earned and, therefore, did not begin to accrue until the date on which the Company's combined NAV for both classes of shares had reached $50,000,000 . The fixed component of the advisory fee is payable monthly in arrears. 2. The performance component is calculated for each class of shares on the basis of the total return to stockholders and is measured by the total distributions per share declared to such class plus the change in the NAV per share for such class. The performance component is calculated for each calendar year, or, if a class of shares was outstanding for less than a full calendar year, then the performance component for such class is calculated for the period that such class had shares outstanding. For any period of calculation in which the total return per share allocable to a class exceeds 6% per annum (which is prorated for periods of less than a full calendar year), RREEF America will receive 25% of the excess total return allocable to that class; provided, however, that in no event will the performance component exceed 10% of the aggregate total return allocable to such class for such year. The performance component earned by RREEF America for each class is subject to certain other adjustments which do not apply unless the NAV per share is below $12.00 per share. The performance component is payable annually in arrears. The fees earned by RREEF America for the three and six months ended June 30, 2016 and 2015 are shown below. As the Company's combined NAV reached $50,000,000 on January 22, 2015, RREEF America commenced earning the fixed component of the advisory fee as of that date. Prior to this date, no fixed component of the advisory fee was earned by RREEF America. The actual performance component earned by RREEF America during the year ended December 31, 2016, if any, is dependent on several factors, including but not limited to the performance of the Company's investments and interest rates. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Fixed component $ 218,791 $ 151,985 $ 424,728 $ 253,829 Performance component — (43,624 ) — — $ 218,791 $ 108,361 $ 424,728 $ 253,829 The performance component for the three months ended June 30, 2015 represents a reversal of the performance component that was accrued as of March 31, 2015 as the performance of the Company's shares for the six months ended June 30, 2015 no longer met the minimum 6% hurdle. Expense Reimbursements Under the Advisory Agreement, RREEF America is entitled to reimbursement of certain costs incurred by RREEF America or its affiliates that were not incurred under the Expense Support Agreement, as described below. Costs eligible for reimbursement, if they were not incurred under the Expense Support Agreement, include most third-party operating expenses, salaries and related costs of RREEF America's employees who perform services for the Company (but not those employees for which RREEF America earns a separate fee or those employees who are executive officers of the Company) and travel related costs for the advisor's employees who incur such costs on behalf of the Company. Reimbursement payments to RREEF America are subject to the limitations described below under "Reimbursement Limitations." For the three months ended June 30, 2016 and 2015 , RREEF America incurred $82,210 and zero reimbursable operating expenses, respectively, that were subject to the terms and conditions of the Advisory Agreement. For the six months ended June 30, 2016 and 2015, RREEF America incurred $159,927 and $22,242 reimbursable operating expenses, respectively, that were subject to the terms and conditions of the Advisory Agreement. As of June 30, 2016 and December 31, 2015 , the Company had payable to RREEF America $75,358 and zero , respectively, of operating expenses reimbursable under the Advisory Agreement. Organization and Offering Costs Under the Advisory Agreement, RREEF America agreed to pay all of the Company’s organization and offering costs through January 3, 2013. In addition, RREEF America agreed to pay certain of the Company’s 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 O&O”) on behalf of the Company from the Company’s inception through January 3, 2014. Pursuant to the Advisory Agreement, the Company began reimbursing RREEF America monthly for the Deferred O&O on a pro rata basis over 60 months beginning in January 2014. However, if the Advisory Agreement is terminated by RREEF America, then the unpaid balance of the Deferred O&O is payable to RREEF America within 30 days. For the three months ended June 30, 2016 and 2015 , the Company reimbursed RREEF America $230,157 and $230,157 , respectively. For the six months ended June 30, 2016 and 2015, the company reimbursed RREEF America $460,315 and $457,785 , respectively. The amount of Deferred O&O payable to RREEF America is as follows. June 30, 2016 December 31, 2015 Total Deferred O&O $ 4,618,318 $ 4,618,318 Reimbursements made to RREEF America (2,301,572 ) (1,841,257 ) Deferred O&O reimbursable to RREEF America $ 2,316,746 $ 2,777,061 Expense Support Agreement Pursuant to the terms of the expense support agreement as most recently amended on January 20, 2016 (the "Expense Support Agreement"), RREEF America agreed to defer reimbursement of certain expenses related to the Company's operations that RREEF America has incurred that are not part of the Deferred O&O described above and, therefore, are in addition to the Deferred O&O amount (the “Expense Payments”). The Expense Payments include organization and offering costs and operating expenses as described above under the Advisory Agreement. RREEF America incurred these expenses until the earlier of (i) the date the Company raised $200,000,000 in aggregate gross proceeds from the Offerings or (ii) the date upon which the aggregate Expense Payments by RREEF America exceed $9,200,000 . Through December 31, 2015 , the Company had incurred a total of $9,200,000 in Expense Payments in addition to the $4,618,318 of Deferred O&O noted above. As of December 31, 2015 , the balance of $9,200,000 in Expense Payments consisted of $3,970,819 in organization and offering costs and $5,229,181 in operating expenses. As the maximum amount of Expense Payments has been reached, the Company is no longer eligible to receive Expense Payments from RREEF America. In addition, under the Expense Support Agreement, RREEF America agreed to defer reimbursement of Expense Payments until the first calendar quarter of the first calendar year that follows the earlier of (1) the quarter in which the Company surpasses $200,000,000 in aggregate gross proceeds from the Offering or (2) the date upon which the aggregate Expense Payments by RREEF America exceed $9,200,000 . Pursuant to this provisions, reimbursement of the Expense Payments was triggered in January 2016, for which the Company would reimburse RREEF America $250,000 per quarter (the "Quarterly Reimbursement"). The Quarterly Reimbursements were scheduled to continue until RREEF America is fully repaid for all Expense Payments. In accordance with the quarterly reimbursement schedule, the Company's obligation to reimburse RREEF America represented a non-interest bearing note due to RREEF America ("Note to Affiliate") which is subject to the imputation of interest. In accordance therewith, as of January 1, 2016, the Company recorded a discount on the Note to Affiliate equal to the difference between the $9,200,000 face amount and the present value of the contractual reimbursements using an estimated market interest rate of 5.0% . The Company estimated the market interest rate based on how an independent market participant would evaluate the note in addition to considering other financing options available to the Company. The amount of the Quarterly Reimbursement is subject to adjustment in amount or timing as described in the Expense Support Agreement. However, the provisions altering the amount or timing of the Quarterly Reimbursement are contingent on future events not within the Company's control and which cannot be reasonably estimated. Accordingly, these contingencies were not considered in determining the present value of the Note to Affiliate as of January 1, 2016. As of January 1, 2016, the Company recorded a discount on the Note to Affiliate in the amount of $1,861,880 which was to be amortized to interest expense over the contractual reimbursement period using the effective interest method. For the three months ended March 31, 2016, the Company made one payment of $250,000 to RREEF America and amortized $91,726 of the discount into interest expense. On April 25, 2016, the Company and RREEF America entered into a letter agreement that amended certain provisions of the Advisory Agreement and the Expense Support Agreement (the "Letter Agreement"). The Letter Agreement provides, in part, that the Company's obligations to reimburse RREEF America for Expense Payments under the Expense Support Agreement are suspended until the first calendar month following the month in which the Company has reached $500 million in offering proceeds from the Offerings (the "ESA Commencement Date"). The Company currently owes $8,950,000 to RREEF America under the Expense Support Agreement. Beginning the month following the ESA Commencement Date, the Company will make monthly reimbursement payments to RREEF America 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 Letter Agreement. The execution of the Letter Agreement represents a modification of the Note to Affiliate, and as such, the unamortized discount on the Note to Affiliate as of April 25, 2016 will instead be amortized over the estimated repayment period pursuant to the Letter Agreement. In accordance therewith, the Company is amortizing the remaining discount using an interest rate of 1.93% . For the three and six month periods ended June 30, 2016 , the Company amortized $47,892 and $139,618 respectively of the discount on the Note to Affiliate into interest expense. In addition, pursuant to the Letter Agreement, if RREEF America is serving as the Company's advisor at the time that the Company or the Operating Partnership undertakes a liquidation, the Company's remaining obligations to reimburse RREEF America for the unpaid Deferred O&O under the Advisory Agreement and the unpaid monthly reimbursements under the Expense Support Agreement shall be waived. Dealer Manager Agreement Effective July 1, 2016, the Company and the Operating Partnership terminated the amended and restated dealer manager agreement, dated as of January 26, 2016, with SC Distributors. On July 1, 2016, the Company and its Operating Partnership entered into a new dealer manager agreement (the “New Dealer Manager Agreement”) with Deutsche AM Distributors, Inc. (the “New Dealer Manager”), a registered broker-dealer. The New Dealer Manager Agreement governs the distribution by the New Dealer Manager of the Company’s Class A shares, Class I shares, Class N shares and Class T shares of common stock in the Company’s Follow-On Public Offering and any subsequent registered public offering. The New Dealer Manager is an affiliate of RREEF America. In connection with the ongoing Trailing Fees to be paid in the future, the Company and the New Dealer Manager entered into an agreement whereby the Company will pay to the New Dealer Manager the Trailing Fees that are attributable to the Company's shares issued in the Public Offering that remain outstanding. As of June 30, 2016 , the Company has accrued $2,451,625 in Trailing Fees payable to the New Dealer Manager which is included in due to affiliates on the consolidated balance sheet. Reimbursement Limitations Organization and Offering Costs The Company will not reimburse RREEF America under the Advisory Agreement or the Expense Support Agreement and will not reimburse the New Dealer Manager under the New Dealer Manager Agreement for any organization and offering costs which would cause the Company's total organization and offering costs to exceed 15% of the gross proceeds from the Public Offering or the Follow-On Public Offering, respectively. Further, the Company will not reimburse RREEF America, SC Distributors or the New Dealer Manager for any underwriting compensation (a subset of organization and offering costs) which would cause the Company's total underwriting compensation to exceed 10% of the gross proceeds from the primary portion of the Public Offering of the Follow-On Public Offering, respectively. Through June 30, 2016 , the Company has raised $102,831,484 in the Public Offering. A summary of the Company's total organization and offering costs for the Public Offering is shown below. Deferred O&O - RREEF America Expense Payments - O&O Portion (1) Other organization and offering costs (2) Total organization and offering costs Organization and offering costs in excess of the 15% limit 15% limited organization and offering costs Balance, December 31, 2015 $ 4,618,318 $ 3,970,819 $ 4,221,760 $ 12,810,897 $ — $ 12,810,897 Additions — — 2,809,276 2,809,276 — 2,809,276 Balance, June 30, 2016 $ 4,618,318 $ 3,970,819 $ 7,031,036 $ 15,620,173 $ — $ 15,620,173 (1) Includes $195,450 of prepaid costs related to the Private Offering as of June 30, 2016. (2) Includes $1,622,941 and $2,451,625 of accrued trailing fees as of December 31, 2015 and June 30, 2016 respectively. Operating Expenses Pursuant to the Company’s charter, the Company may reimburse RREEF America, at the end of each fiscal quarter, for total operating expenses incurred by RREEF America, whether under the Expense Support Agreement or otherwise. However, commencing with the quarter ended June 30, 2014, the Company may not reimburse RREEF America at the end of any fiscal quarter for total operating expenses (as defined in the Company’s charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company's assets for that period (the “ 2% / 25% Guidelines”). Notwithstanding the foregoing, the Company may reimburse RREEF America for expenses in excess of the 2% / 25% Guidelines if a majority of the Company’s independent directors determines that such excess expenses (an “Excess Amount”) are justified based on unusual and non-recurring factors. For the four fiscal quarters ended June 30, 2016 , total operating expenses of the Company were $2,770,386 which exceeded the 2% / 25% Guidelines by $170,209 . On August 11, 2016, the Company’s independent directors determined that the Excess Amount of total operating expenses for the four quarters ended June 30, 2016 was justified because (1) the amounts reflect legitimate operating expenses necessary for the operation of the Company’s business, (2) the Company is currently in its acquisition and development stage, (3) the expenses incurred as a result of being a public company (including for audit and legal services, director and officer liability insurance and fees for directors) are significant and disproportionate to the Company’s average invested assets and net income, and (4) the Company’s average invested assets was low due to the Company’s ownership of only five to seven properties during the four fiscal quarters ended June 30, 2016 . The Excess Amount approved by the Company’s independent directors that was incurred by RREEF America will be reimbursed to RREEF America. Due to Affiliates and Note to Affiliate In accordance with all the above, as of June 30, 2016 and December 31, 2015 , the Company owed its affiliates for the following amounts: June 30, 2016 December 31, 2015 Deferred O&O $ 2,316,746 $ 2,777,061 Expense Payments — 9,200,000 Reimbursable under the advisory agreement 75,358 — Advisory fees 74,651 64,671 Accrued trailing fees 2,451,625 — Due to affiliates $ 4,918,380 $ 12,041,732 Note to Affiliate $ 8,950,000 Unamortized discount (1,722,262 ) Note to Affiliate, net of unamortized discount $ 7,227,738 |