FORM OF DEALER MANAGER AGREEMENT RREEF AMERICA PROPERTY INCOME TRUST, INC. Up to $2,500,000,000 in Shares of Common Stock, $0.01 par value per shareDealer Manager Agreement • May 16th, 2012 • RREEF America Property Income Trust, Inc. • Real estate investment trusts • New York
FORM OF ESCROW AGREEMENTEscrow Agreement • May 16th, 2012 • RREEF America Property Income Trust, Inc. • Real estate investment trusts • New York
RREEF AMERICA PROPERTY INCOME TRUST, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. SC Distributors, LLC, a Delaware limited liability company (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”) will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) the Company has received subscriptions for at least $10,000,000 in shares of Stock in the Offering, excluding subscriptions received from residents of Pennsylvania (the “Required Capital”); and (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Subscribers”
FORM OF ADVISORY AGREEMENT AMONG RREEF AMERICA PROPERTY INCOME TRUST, INC., RREEF AMERICA PROPERTY INCOME OPERATING PARTNERSHIP, LP, AND RREEF AMERICA L.L.C.Advisory Agreement • May 16th, 2012 • RREEF America Property Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2012 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among RREEF America Property Income Trust, Inc., a Maryland corporation (the “Company”), RREEF America Property Income Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and RREEF America L.L.C., a Delaware limited liability company (collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
