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 20, 2020. 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 comprised of 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 of the outstanding shares of each class of common stock for such day. The fixed component of the advisory fee is payable monthly in arrears. 2. The performance component is calculated for each class of common stock 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. For any calendar year in which the total return per share allocable to a class exceeds 6% per annum (the “Hurdle Amount”), RREEF America will receive up to 10% of the aggregate total return allocable to such class with a Catch-Up (defined below) calculated as follows: first, if the total return for the applicable period exceeds the Hurdle Amount, 25% of such total return in excess of the Hurdle Amount (the “Excess Profits”) until the total return reaches 10% (commonly referred to as a “Catch-Up”); and second, to the extent there are remaining Excess Profits, 10% of such remaining Excess Profits. 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 performance component is calculated daily on a year-to-date basis by reference to a proration of the per annum hurdle as of the date of calculation. Any resulting performance component as of a given date is deducted from the published NAV per share for such date. At each interim balance sheet date, the Company considers the estimated performance component that is probable to be due as of the end of the current calendar year in assessing whether the calculated performance component as of the interim balance sheet date meets the threshold for recognition in accordance with GAAP in the Company's consolidated financial statements. The ultimate amount of the performance component as of the end of the current calendar year, if any, may be more or less than the amount recognized by the Company as of any interim date and will depend on a variety of factors, including but not limited to, the performance of the Company's investments, interest rates, capital raise and redemptions. The Company considers the estimated performance component as of September 30, 2018 to be sufficiently probable to warrant recognition of a performance component as of September 30, 2018 in the Company's consolidated financial statements. The fixed component earned by RREEF America, and the performance component recognized by the Company, for the three and nine months ended September 30, 2018 and 2017 , are shown below. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Fixed component $ 332,353 $ 270,369 $ 911,568 $ 774,770 Performance component 210,000 353,301 300,000 353,301 $ 542,353 $ 623,670 $ 1,211,568 $ 1,128,071 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 RREEF America'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 September 30, 2018 and 2017 , RREEF America incurred $69,742 and $63,329 of reimbursable operating expenses and offering costs, respectively, that were subject to reimbursement under the Advisory Agreement. For the nine months ended September 30, 2018 and 2017 , RREEF America incurred $233,940 and $ 204,819 of reimbursable operating expenses and offering costs, respectively, that were subject to reimbursement under the Advisory Agreement. As of September 30, 2018 and December 31, 2017 , the Company had a payable to RREEF America of $ 76,525 and $58,874 , respectively, of operating expenses and offering costs 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 incurred 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 September 30, 2018 and 2017 , the Company reimbursed RREEF America $232,686 and $232,686 , respectively. For the nine months ended September 30, 2018 and 2017 , the Company reimbursed RREEF America $690,471 and $690,473 , respectively. The amount of Deferred O&O payable to RREEF America is shown below. September 30, 2018 December 31, 2017 Total Deferred O&O $ 4,618,318 $ 4,618,318 Cumulative reimbursements made to RREEF America (4,380,573 ) (3,690,102 ) Remaining Deferred O&O reimbursable to RREEF America $ 237,745 $ 928,216 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 date upon which the aggregate Expense Payments by RREEF America reached $9,200,000 . As of 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. The balance of $9,200,000 in Expense Payments consisted of $3,775,369 in organization and offering costs related to the Company's initial public offering, $195,450 of offering costs for the Private Offering and $5,229,181 in operating expenses. The Company has not received any Expense Payments since December 31, 2015. In accordance with the Expense Support Agreement, the Company was to reimburse RREEF America $250,000 per quarter (the "Quarterly Reimbursement"), representing a non-interest bearing note due to RREEF America ("Note to Affiliate") which was subject to the imputation of interest. In accordance therewith, on 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. 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 $500,000,000 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 in the form of the Note to Affiliate. 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 represented a modification of the Note to Affiliate, and as such, the unamortized discount on the Note to Affiliate as of April 25, 2016 is instead being 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 months ended September 30, 2018 and 2017 , the Company amortized $36,371 and $35,675 , respectively, of the discount on the Note to Affiliate into interest expense. For the nine months ended September 30, 2018 and 2017 , the Company amortized $108,588 and $106,508 , 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 unreimbursed Expense Payments under the Expense Support Agreement shall be waived. Dealer Manager Agreement On July 1, 2016, the Company and its Operating Partnership entered into a new dealer manager agreement (the "Dealer Manager Agreement") with DWS Distributors, Inc. (formerly known as Deutsche Distributors, Inc.), an affiliate of the Company's sponsor and advisor (the "Dealer Manager"). The Dealer Manager Agreement governs the distribution by the Dealer Manager of the Company’s Class A Shares, Class I Shares, Class N Shares and Class T Shares in the Follow-On Public Offering and any subsequent registered public offering. In connection with the ongoing Trailing Fees to be paid in the future, the Company and the Dealer Manager entered into an agreement whereby the Company will pay to the Dealer Manager the Trailing Fees that are attributable to the Company's shares issued in the Company's initial public offering that remain outstanding. In addition, the Company is obligated to pay to the Dealer Manager Trailing Fees that are attributable to the Company's shares issued in the Follow-On Public Offering. As of September 30, 2018 and December 31, 2017 , the Company has accrued $80,554 and $67,279 , respectively, in Trailing Fees currently payable to the Dealer Manager, and $2,869,271 and $2,238,576 , respectively, in Trailing Fees estimated to become payable in the future to the Dealer Manager, both of which are included in due to affiliates on the consolidated balance sheets. The Company also pays the Dealer Manager upfront selling commissions and upfront dealer manager fees in connection with its Offerings, as applicable. For the three months ended September 30, 2018 and 2017 , the Dealer Manager earned upfront selling commissions and upfront dealer manager fees totaling $277,077 and $41,466 , respectively. For the nine months ended September 30, 2018 and 2017 , the Dealer Manager earned upfront selling commissions and upfront dealer manager fees totaling $441,406 and $76,700 , respectively. Under the Dealer Manager Agreement, the Company is obligated to reimburse the Dealer Manager for certain offering costs incurred by the Dealer Manager on the Company's behalf, including but not limited to broker-dealer sponsorships, attendance fees for retail seminars conducted by broker-dealers or the Dealer Manager, and travel costs for certain personnel of the Dealer Manager who are dedicated to the distribution of the Company's shares of common stock. For the three months ended September 30, 2018 and 2017 , the Dealer Manager incurred $67,000 and $80,000 , respectively, in such costs on behalf of the Company. For the nine months ended September 30, 2018 and 2017 , the Dealer Manager incurred $287,823 and $228,203 , respectively, in such costs on behalf of the Company. As of September 30, 2018 and December 31, 2017 , the Company had payable to the Dealer Manager $295,343 and $315,622 , respectively, of such costs which was included in due to affiliates on the consolidated balance sheets. 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 Dealer Manager under the Dealer Manager Agreement for any organization and offering costs which would cause the Company's total organization and offering costs with respect to a public offering to exceed 15% of the gross proceeds from such public offering. Further, the Company will not reimburse RREEF America or the Dealer Manager for any underwriting compensation (a subset of organization and offering costs) which would cause the Company's total underwriting compensation with respect to a public offering to exceed 10% of the gross proceeds from the primary portion of such public offering. The Company raised $102,831,442 in gross proceeds from its initial public offering that ended on June 30, 2016. A summary of the Company's total organization and offering costs for its initial public offering is shown below. Deferred O&O - RREEF America Expense Payments - O&O Portion Other organization and offering costs (1) Total organization and offering costs Balance, September 30, 2018 and December 31, 2017 $ 4,618,318 $ 3,775,369 $ 7,031,029 $ 15,424,716 (1) Includes $913,132 and $1,355,890 of estimated accrued Trailing Fees payable in the future as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 , in the Follow-On Public Offering, the Company had raised $57,800,338 in gross proceeds and incurred total organization and offering costs of $6,090,879 , including estimated accrued Trailing Fees payable in the future of $1,956,139 . 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, 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 are justified based on unusual and non-recurring factors. For the four fiscal quarters ended September 30, 2018 , total operating expenses of the Company were $3,604,820 which did not exceed the amount prescribed by the 2% / 25% Guidelines. Due to Affiliates and Note to Affiliate In accordance with all the above, as of September 30, 2018 and December 31, 2017 , the Company owed its affiliates the following amounts: September 30, 2018 December 31, 2017 Deferred O&O $ 237,745 $ 928,216 Reimbursable under the Advisory Agreement 76,525 58,874 Reimbursable under the Dealer Manager Agreement 295,343 315,622 Advisory fees 412,555 766,624 Accrued Trailing Fees 2,949,826 2,305,855 Due to affiliates $ 3,971,994 $ 4,375,191 Note to Affiliate $ 8,950,000 $ 8,950,000 Unamortized discount (1,401,165 ) (1,509,753 ) Note to Affiliate, net of unamortized discount $ 7,548,835 $ 7,440,247 |