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 is for 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 split between two components as described below. 1. The fixed component accrues daily in an amount equal to 1/365th 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 of each class 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 fees earned by RREEF America for the years ended December 31, 2018, 2017 and 2016 are shown below. Year Ended December 31, 2018 2017 2016 Fixed component $ 1,267,755 $ 1,050,573 900,726 Performance component 573,875 672,900 274,905 $ 1,841,630 $ 1,723,473 $ 1,175,631 Expense Reimbursements 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 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 years ended December 31, 2018 and 2017 , RREEF America incurred $306,498 and $267,942 in reimbursable operating expenses, respectively, that were subject to reimbursement under the terms and conditions of the Advisory Agreement. As of December 31, 2018 and 2017 , the Company had a payable to RREEF America of $73,100 and $ 58,874 , respectively, for operating expenses reimbursable under the terms and conditions of 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. The Deferred O&O balance was fully reimbursed as of December 31, 2018 . For the years ended December 31, 2018 and 2017 , the Company reimbursed RREEF America $928,216 and $923,159 , respectively, for Deferred O&O. The amount of Deferred O&O payable to RREEF America is as follows: December 31, 2018 December 31, 2017 Total Deferred O&O $ 4,618,318 $ 4,618,318 Cumulative reimbursements made to RREEF America (4,618,318 ) (3,690,102 ) Remaining Deferred O&O reimbursable to RREEF America $ — $ 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 for the 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. Pursuant to the Expense Support Agreement, reimbursement of the Expense Payments was triggered in January 2016, for which the Company would reimburse RREEF America $250,000 per quarter. 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% . 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 $500,000,000 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. 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 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 years ended December 31, 2018 and 2017 , the Company amortized $145,135 and $142,355 , 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 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, Inc. On July 1, 2016, the Company and its Operating Partnership entered into the new dealer manager Agreement (the "Dealer Manager Agreement") with DWS Distributors, Inc. (formerly known as Deutsche AM 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 of common stock 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 December 31, 2018 and 2017 , the Company has accrued $85,874 and $67,279 , respectively, in Trailing Fees currently payable to the Dealer Manager, and $3,107,322 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 years ended December 31, 2018 and 2017 , the Dealer Manager has earned upfront selling commissions and upfront dealer manager fees totaling $542,383 and $122,801 , respectively. For the six months ended December 31, 2016 , which were the first six months of the engagement of the Dealer Manager, the Dealer Manager earned upfront selling commissions and upfront dealer manager fees totaling $6,145 . 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, 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 years ended December 31, 2018 and 2017 , the Dealer Manager incurred $321,862 and $315,622 , respectively. As of December 31, 2018 and 2017 , the Company had payable to the Dealer Manager $329,382 and $315,622 , respectively, of such cost which were included in due to affiliates on the consolidated balance sheets. Reimbursement Limitations Organization and Offering costs The Company will not reimburse RREEF America 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 total underwriting compensation with respect to a public Offering to exceed 10% of the gross proceeds from the primary portion of such public Offering. Through June 30, 2016, which was the end of the Initial Public Offering, the Company had raised $102,831,442 in gross proceeds from the Initial Public Offering. A summary of the Company's total organization and offering costs for the 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, December 31, 2018 and 2017 $ 4,618,318 $ 3,775,369 $ 7,031,029 $ 15,424,716 (1) Includes $770,887 and $1,355,890 of accrued trailing fees for the Initial Public Offering as of December 31, 2018 and 2017, respectively. As of December 31, 2018 , in the Follow-On Public Offering, the Company had raised $68,104,871 in gross proceeds and incurred total organization and offering costs of $6,953,825 , including estimated accrued Trailing Fees payable in the future of $2,336,435 . 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 December 31, 2018 , total operating expenses of the Company were $3,712,160 , which did not exceed the 2% / 25% Guidelines. For the four fiscal quarters ended December 31, 2017 , total operating expenses of the Company were $ 3,339,537 , which did not exceed the 2% / 25% Guidelines. Due to Affiliates and Note to Affiliate In accordance with all the above, as of December 31, 2018 and 2017 , the Company owed RREEF America and the Dealer Manager the following amounts: December 31, 2018 December 31, 2017 Deferred O&O $ — $ 928,216 Reimbursable under the advisory agreement 73,100 58,874 Reimbursable under Dealer Manager Agreement 329,382 315,622 Advisory fees 696,384 766,624 Accrued Trailing Fees, including currently payable portion 3,193,196 2,305,855 Due to affiliates $ 4,292,062 $ 4,375,191 Note to Affiliate $ 8,950,000 $ 8,950,000 Unamortized discount (1,364,618 ) (1,509,753 ) Note to Affiliate, net of unamortized discount $ 7,585,382 $ 7,440,247 |