10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_________________________________

FORM 10-Q

_________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                     

Commission file number: 000-51948

_________________________________

Jones Lang LaSalle Income Property Trust, Inc.

(Exact name of registrant as specified in its charter)

_________________________________

Maryland	20-1432284
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

333 West Wacker Drive, Chicago IL, 60606

(Address of principal executive offices, including Zip Code)

(312) 897-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding on May 6, 2021 were 91,401,481 shares of Class A Common Stock, 35,006,049 shares of Class M Common Stock, 9,636,929 shares of Class A-I Common Stock, 37,303,389 shares of Class M-I Common Stock and 7,513,281 shares of Class D Common Stock.

Jones Lang LaSalle Income Property Trust, Inc.

INDEX

	PAGE NUMBER
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	3
Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (unaudited)	4
Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020 (unaudited)	5
Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	49
Part II - OTHER INFORMATION
Item 1. Legal Proceedings	49
Item 1A. Risk Factors	49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	51
SIGNATURES	52

2

Item 1. Financial Statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED BALANCE SHEETS

$ in thousands, except per share amounts

	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Investments in real estate:
Land (including from VIEs of $22,605 and $22,605, respectively)	$	450,656	$	428,313
Buildings and equipment (including from VIEs of $143,024 and $142,946, respectively)	2,070,267		1,892,023
Less accumulated depreciation (including from VIEs of $(23,928) and $(23,083), respectively)	(232,736)		(219,833)
Net property and equipment	2,288,187		2,100,503
Investment in unconsolidated real estate affiliates	185,296		187,890
Real estate fund investment	80,274		79,192
Investments in real estate and other assets held for sale	—		34,148
Net investments in real estate	2,553,757		2,401,733
Cash and cash equivalents (including from VIEs of $4,265 and $3,159, respectively)	41,345		84,805
Restricted cash (including from VIEs of $316 and $800, respectively)	31,435		16,629
Tenant accounts receivable, net (including from VIEs of $2,722 and $2,679, respectively)	9,897		8,680
Deferred expenses, net (including from VIEs of $495 and $516, respectively)	13,549		10,982
Acquired intangible assets, net (including from VIEs of $2,380 and $2,638, respectively)	141,834		105,206
Deferred rent receivable, net (including from VIEs of $1,118 and $1,087, respectively)	21,849		21,274
Prepaid expenses and other assets (including from VIEs of $164 and $164, respectively)	15,049		9,290
TOTAL ASSETS	$	2,828,715	$	2,658,599
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net (including from VIEs of $81,902 and $82,033, respectively)	$	914,116	$	868,102
Liabilities held for sale	—		18,242
Accounts payable and other liabilities (including from VIEs of $1,302 and $1,335, respectively)	49,402		36,137
Financing obligation	206,838		155,882
Accrued offering costs	109,315		106,908
Accrued interest (including from VIEs of $295 and $296, respectively)	2,063		2,153
Accrued real estate taxes (including from VIEs of $571 and $738, respectively)	7,141		6,640
Advisor fees payable	2,227		2,122
Acquired intangible liabilities, net	29,559		14,990
TOTAL LIABILITIES	1,320,661		1,211,176
Commitments and contingencies	—		—
Equity:
Class A common stock: $0.01 par value; 200,000,000 shares authorized; 89,943,750 and 89,671,096 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	899		897
Class M common stock: $0.01 par value; 200,000,000 shares authorized; 35,094,112 and 35,612,156 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	351		356
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized; 9,704,298 and 9,616,299 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	97		96
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized; 35,793,076 and 33,247,001 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	358		332
Class D common stock: $0.01 par value; 200,000,000 shares authorized; 7,513,281 and 4,957,915 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	75		50
Additional paid-in capital (net of offering costs of $222,651 and $216,405 as of March 31, 2021 and December 31, 2020, respectively)	1,974,251		1,922,136
Distributions to stockholders	(503,381)		(481,760)
Retained earnings	15,382		(14,723)
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,488,032		1,427,384
Noncontrolling interests	20,022		20,039
Total equity	1,508,054		1,447,423
TOTAL LIABILITIES AND EQUITY	$	2,828,715	$	2,658,599

The abbreviation “VIEs” above means consolidated Variable Interest Entities.

See notes to consolidated financial statements.

3

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

$ in thousands, except share and per share amounts

(Unaudited)

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Revenues:
Rental revenue	$	50,731	$	46,917
Other revenue	1,850		1,743
Total revenues	52,581		48,660
Operating expenses:
Real estate taxes	8,086		7,541
Property operating expenses	9,911		8,758
Property general and administrative	660		2,548
Advisor fees	6,325		6,578
Company level expenses	1,193		954
Depreciation and amortization	19,945		19,056
Total operating expenses	46,120		45,435
Other income (expenses):
Interest expense	(9,262)		(14,535)
Loss from unconsolidated real estate affiliates and fund investments	(339)		(8,927)
Gain on disposition of property and extinguishment of debt, net	33,422		1,708
Total other income and (expenses)	23,821		(21,754)
Net income (loss)	30,282		(18,529)
Less: Net income attributable to the noncontrolling interests	(177)		(20)
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc.	$	30,105	$	(18,549)
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:
Class A	0.17		(0.11)
Class M	0.17		(0.11)
Class A-I	0.17		(0.11)
Class M-I	0.17		(0.11)
Class D	0.17		(0.11)
Weighted average common stock outstanding-basic and diluted	174,765,072		172,744,239

See notes to consolidated financial statements.

4

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

$ in thousands, except share and per share amounts (Unaudited)

	Common Stock			Additional Paid In Capital		Distributions to  Stockholders		Retained Earnings / (Accumulated Deficit)		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, January 1, 2020	165,745,572	$	1,658	$	1,860,734	$	(398,939)	$	29,283	$	6,021	$	1,498,757
Issuance of common stock	15,097,750	151		185,904		—		—		—		186,055
Repurchase of shares	(7,598,597)	(76)		(93,088)		—		—		—		(93,164)
Conversion of shares	(525)	—		—		—		—		—		—
Offering costs	—	—		(15,574)		—		—		—		(15,574)
Stock based compensation	16,000	—		192		—		—		—		192
Net (loss) income	—	—		—		—		(18,549)		20		(18,529)
Cash contributions from noncontrolling interests	—	—		—		—		—		1		1
Cash distributed to noncontrolling interests	—	—		—		—		—		(53)		(53)
Distributions declared per share ($0.135)	—	—		—		(20,936)		—		—		(20,936)
Balance, March 31, 2020	173,260,200	$	1,733	$	1,938,168	$	(419,875)	$	10,734	$	5,989	$	1,536,749
Balance, January 1, 2021	173,104,467	$	1,731	$	1,922,136	$	(481,760)	$	(14,723)	$	20,039	$	1,447,423
Issuance of common stock	8,758,984	87		102,928		—		—		—		103,015
Repurchase of shares	(3,830,592)	(38)		(44,756)		—		—		—		(44,794)
Conversion of shares	(342)	—		—		—		—		—		—
Offering costs	—	—		(6,246)		—		—		—		(6,246)
Stock based compensation	16,000	—		189		—		—		—		189
Net income	—	—		—		—		30,105		177		30,282
Cash distributed to noncontrolling interests	—	—		—		—		—		(194)		(194)
Distributions declared per share ($0.135)	—	—		—		(21,621)		—		—		(21,621)
Balance, March 31, 2021	178,048,517	$	1,780	$	1,974,251	$	(503,381)	$	15,382	$	20,022	$	1,508,054

See notes to consolidated financial statements.

5

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

$ in thousands

(Unaudited)

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	30,282	$	(18,529)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,630		18,933
Gain on disposition of property and extinguishment of debt	(33,422)		(1,724)
Straight line rent	(129)		216
Loss from unconsolidated real estate affiliates and fund investment	339		8,927
Distributions from unconsolidated real estate affiliates and fund investment	1,850		1,166
Net changes in assets, liabilities and other	(1,378)		8,754
Net cash provided by operating activities	17,172		17,743
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate investments	(226,925)		(101,217)
Proceeds from sale of real estate investments and fixed assets	66,992		5,372
Capital improvements and lease commissions	(3,758)		(2,455)
Investment in unconsolidated real estate affiliates	(677)		(1,130)
Deposits for investments under contract	(2,500)		—
Net cash used in investing activities	(166,868)		(99,430)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	152,181		167,750
Repurchase of shares	(44,794)		(92,082)
Offering costs	(3,840)		(5,288)
Distributions to stockholders	(7,887)		(27,562)
Distributions paid to noncontrolling interests	(194)		(53)
Contributions received from noncontrolling interests	—		1
Deposits for loan commitments	(2,093)		—
Draws on credit facility	140,000		200,000
Payment on credit facility	(100,000)		—
Proceeds from mortgage notes and other debt payable	70,030		35,900
Debt issuance costs	(436)		—
Principal payments on mortgage notes and other debt payable	(81,925)		(29,685)
Net cash provided by financing activities	121,042		248,981
Net (decrease) increase in cash, cash equivalents and restricted cash	(28,654)		167,294
Cash, cash equivalents and restricted cash at the beginning of the period	101,434		114,022
Cash, cash equivalents and restricted cash at the end of the period	$	72,780	$	281,316
Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted cash per Consolidated Statements of Cash Flows
Cash and cash equivalents	$	41,345	$	266,321
Restricted cash	31,435		14,995
Cash, cash equivalents and restricted cash at the end of the period	$	72,780	$	281,316
Supplemental disclosure of cash flow information:
Interest paid	$	8,696	$	8,357
Non-cash activities:
Write-offs of receivables	$	(4)	$	(9)
Write-offs of retired assets and liabilities	1,382		4,344
Change in liability for capital expenditures	(888)		(251)
Net liabilities transferred at disposition of real estate investment	230		63
Net liabilities assumed at acquisition	320		538
Change in issuance of common stock receivable and redemption of common stock payable	(355)		2,672
Change in accrued offering costs	2,406		10,286

See notes to consolidated financial statements.

6

Jones Lang LaSalle Income Property Trust, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ in thousands, except per share amounts

NOTE 1—ORGANIZATION

General

Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalle Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.

Jones Lang LaSalle Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of apartment, industrial, office, retail and other properties located in the United States. Over time our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and may be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of March 31, 2021, we owned interests in a total of 85 properties, located in 22 states.

We own, and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initial limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax-deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. In an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of March 31, 2021, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $14,242, and owned directly or indirectly 99.3% of the OP Units of our operating partnership. The remaining 0.7% of the OP Units are held by third parties.

From our inception to January 15, 2015, we raised equity proceeds through various public and private offerings of shares of our common stock. On January 16, 2015, our follow-on Registration Statement on Form S-11 was declared effective by the Securities and Exchange Commission (the "SEC") with respect to our continuous public offering (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in our First Extended Public Offering of $1,138,053.

On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11 (the "Second Extended Public Offering") effective (Commission File No. 333-222533) to offer up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. In accordance with SEC rules, we extended our Second Extended Public Offering one additional year through July 6, 2021. We reserve the right to terminate the Second Extended Public Offering at any time and to further extend the Second Extended Public Offering term to the extent permissible under applicable law. As of March 31, 2021, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second Extended Public Offering of $961,262.

On March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of March 31, 2021, we have raised aggregate gross proceeds from the sale of shares of our Class D common stock in our Private Offering of $98,188.

On October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of March 31, 2021, we have raised $206,471 from our DST Program.

As of March 31, 2021, 89,943,750 shares of Class A common stock, 35,094,112 shares of Class M common stock, 9,704,298 shares of Class A-I common stock, 35,793,076 shares of Class M-I common stock, and 7,513,281 shares of Class D common stock were outstanding and held by a total of 17,872 stockholders.

7

LaSalle acts as our advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2022, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of and compensated by our Advisor. We have no employees, as all operations are managed by our Advisor.

LaSalle is a wholly-owned, but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of March 31, 2021, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $29,833.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2021, our VIEs included The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2021, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 12, 2021 (our “2020 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2020 audited consolidated financial statements included in our 2020 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

8

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2021, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2021 and December 31, 2020 was $6,875 and $6,495, respectively.

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the non-cancelable term of the lease when collectibility of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectibility of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions, which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2021. We are closely monitoring the collectibility of such rents and will adjust future estimations as further information becomes known. During the three months ending March 31, 2021, we recorded a reduction in rental revenue of $424 and a reduction in straight line revenue of $187 due to concern of collectibility. During the three months ending March 31, 2021, we deferred $6 and abated $155 of rental revenue.

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $85,075 and $82,699 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $13,114 and $12,724 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets.

9

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

•Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

•Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2021 and 2020, we recorded an increase and a decrease in fair value classified within the Level 3 category of $1,081 and $8,736, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $30,953 and $30,923 higher than the aggregate carrying amounts at March 31, 2021 and December 31, 2020, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	5	$	190,000

The fair value of our interest rate swaps represent liabilities of $5,561 and $6,500 at March 31, 2021 and December 31, 2020, respectively.

Ground Lease

As of March 31, 2021, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,135 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,245.

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Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document that focused on the application of lease guidance applicable on concessions related to the effects of the COVID-19 pandemic. Per the guidance, we made an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued Accounting Standard Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

Effective January 1, 2019, we adopted ASU 2016-02 Leases and 2018-11 Leases: Targeted Improvements (Topic 842) ("ASU 842"). The new guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). We elected a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, when certain criteria are met. Upon adoption, we reclassified these components for prior periods to conform with the current period presentation. We also elected permitted practical expedients to not reassess lease classification and use of the standard’s effective date as the date of initial application and therefore financial information under ASU 842 is not provided for periods prior to January 1, 2019. The accounting for lessors remained largely unchanged from previous GAAP; however, the standard required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under previous standards, certain of these costs were capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. Additionally, the standard requires lessors to evaluate whether the collectability of all rents is probable before recognizing rental revenues on a straight-line basis over the applicable lease term. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. As of March 31, 2021, we have a ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,135 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,245.

NOTE 3—PROPERTY

The primary reason we make acquisitions of real estate investments in the apartment, industrial, office, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited.

Acquisitions

On January 21, 2021, we acquired Louisville Distribution Center, a 1,040,000 square foot industrial property located in Shepherdsville, Kentucky for approximately $95,000. The acquisition was funded with cash on hand.

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On February 2, 2021, we acquired 170 Park Ave, a 147,000 square foot life sciences property located in Florham Park, New Jersey for approximately $46,600. The acquisition was funded with cash on hand.

On February 23, 2021, we acquired Southeast Phoenix Distribution Center, a four property industrial distribution center totaling 474,000 square feet located in Chandler, Arizona for approximately $91,000. The acquisition was funded with cash on hand.

We allocated the purchase price for our 2021 acquisitions in accordance with authoritative guidance as follows:

	2021 Acquisitions
Land	$	22,343
Building and equipment	177,243
In-place lease intangible (acquired intangible assets)	40,903
Above-market lease intangible (acquired intangible assets)	2,214
Below-market lease intangible (acquired intangible liabilities)	(15,458)
	$	227,245
Amortization period for intangible assets and liabilities	55 - 180 months

Disposition

On January 8, 2021, we sold South Seattle Distribution Center, a three property industrial center totaling 323,000 square feet located in Seattle, Washington for approximately $72,600 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.

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NOTE 4—UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties, we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2021 and December 31, 2020.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2021		December 31, 2020
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	14,164	$	14,000
Pioneer Tower	Office	Portland, OR	June 28, 2016	106,909		108,715
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,466		21,430
The Huntington	Apartment	Burlington, MA	July 19, 2018	11,375		11,549
Siena Suwanee Town Center	Apartment	Suwanee, GA	December 15, 2020	31,382		32,196
Total				$	185,296	$	187,890

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenues	$	5,707	$	4,396
Total operating expenses	6,043		4,053
Operating income	$	(336)	$	343
Interest expense	1,021		534
Net loss	$	(1,357)	$	(191)

Real Estate Fund Investment

NYC Retail Portfolio

On December 8, 2015, a wholly-owned subsidiary of the Company acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of March 31, 2021, the NYC Retail Portfolio owned 8 retail properties totaling approximately 1,940,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey.

At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. This fair value election was made as the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets, which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We did not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in the localities in which the venture operates. We have no unfunded commitments. Our investment in the NYC Retail Portfolio is presented on our Consolidated Balance Sheets within real estate fund investment. Changes in the fair value of our investment as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. As of March 31, 2021 and December 31, 2020, the carrying amount of our investment in the NYC Retail Portfolio was $80,274 and $79,192, respectively. During the three months ended March 31, 2021, we recorded an increase in fair value of our investment in the NYC Retail Portfolio of $1,081 and received no cash distributions. During the three months ended March 31, 2020, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $8,736 and received no cash distributions. On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and the mortgage loan was extinguished.

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Summarized Statement of Operations—NYC Retail Portfolio Investment—Fair Value Option Investment

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenue	$	36	$	1,506
Net investment income	(493)		1,084
Net change in unrealized gain (loss) on investment in real estate venture	3,907		(31,560)
Net income (loss)	$	3,414	$	(30,476)

NOTE 5—MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable have various maturities through 2031 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2021		December 31, 2020
Mortgage notes payable (1) (2) (3) (4)	May 25, 2023 - March 1, 2038	2.41% - 5.30%	$	777,021	$	771,043
Credit facility
Revolving line of credit	May 25, 2021	3.51%	40,000		—
Term loans	May 25, 2023	3.10%	100,000		100,000
TOTAL			$	917,021	$	871,043
Net debt discount on assumed debt and debt issuance costs			(2,905)		(2,941)
Mortgage notes and other debt payable, net			$	914,116	$	868,102
South Seattle Distribution Center (5)			$	—	$	17,873
Mortgage notes and other debt payable of held for sale property			$	—	$	17,873

________

(1)     On February 10, 2021, we entered into a $34,000 mortgage payable on Whitestown Distribution Center. The mortgage note bears an interest of 2.95% and matures on February 10, 2028.

(2)    On March 8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.

(3)    On March 11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.

(4)     On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.

(5)     The property associated with this loan was designated as held for sale as of December 31, 2020. The property associated with this loan was sold on January 8, 2021 and the loan was repaid.

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2021 are as follows: 

Year	Amount
2021	$	44,390
2022	6,856
2023	188,896
2024	23,889
2025	191,221
Thereafter	461,769
Total	$	917,021

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Credit Facility

On May 26, 2017, we entered into a credit agreement providing for a $250,000 revolving line of credit and unsecured term loan with a syndicate of six lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association. The $250,000 credit facility (the "Credit Facility") consists of a $200,000 revolving line of credit (the “Revolving Line of Credit”) and a $50,000 term loan. On August 4, 2017, we expanded our Credit Facility to $300,000. The additional $50,000 borrowing was in the form of a five-year term loan maturing on May 26, 2022. We collectively refer to the two term loans as the "Term Loans". On December 12, 2018, we expanded and extended our Credit Facility to provide for a borrowing capacity of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023. We are negotiating an expansion and three year extension to our Revolving Line of Credit. The primary interest rate is based on LIBOR, plus a margin ranging from 1.25% to 2.00% depending on our leverage ratio or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.25% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacity under the Revolving Line of Credit at the time of the extension, and (ii) compliance with the other conditions set forth in the credit agreement. We intend to use the Revolving Line of Credit to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of March 31, 2021, we believe no material adverse effects had occurred.

Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.

At March 31, 2021, we had $40,000 outstanding under the Revolving Line of Credit at LIBOR + 1.35% and $100,000 outstanding under the Term Loans at LIBOR + 1.30%. We swapped the LIBOR portion of our $100,000 in Term Loans to a blended fixed rate of 1.80% (all in rate of 3.10% at March 31, 2021) and swapped $90,000 of the Revolving Line of Credit to a fixed rate of 2.64% (all in rate of 3.99%) at March 31, 2021.

Covenants

At March 31, 2021, we were in compliance with all debt covenants.

Debt Issuance Costs

Debt issuance costs are capitalized, and presented net of mortgage notes and other debt payable, and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at March 31, 2021 and December 31, 2020 was $6,262 and $6,749, respectively.

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NOTE 6—COMMON STOCK

We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1)     Selling commissions are paid on the date of sale of our common stock.

(2)     We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3)     Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2021 were as follows:

	Shares of Class A Common Stock	Shares of Class M Common Stock	Shares of Class A-I Common Stock	Shares of Class M-I Common Stock	Shares of Class D Common Stock
Balance, December 31, 2020	89,671,096	35,612,156	9,616,299	33,247,001	4,957,915
Issuance of common stock	2,848,254	515,302	87,999	2,768,063	2,555,366
Repurchase of common stock	(2,514,149)	(860,649)	—	(455,794)	—
Share conversions	(61,451)	(172,697)	—	233,806	—
Balance, March 31, 2021	89,943,750	35,094,112	9,704,298	35,793,076	7,513,281

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2021 were as follows:

	Three Months Ended March 31, 2021
	# of shares	Amount
Class A Shares	2,848,254	$	33,624
Class M Shares	515,302	6,068
Class A-I Shares	87,999	1,043
Class M-I Shares	2,768,063	32,469
Class D Shares	2,555,366	30,000
Total		$	103,204

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Share Repurchase Plan

Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the three months ended March 31, 2021, we repurchased 3,830,592 shares of common stock in the amount of $44,794. During the three months ended March 31, 2020, we repurchased 7,598,597 shares of common stock in the amount of $93,164.

Distribution Reinvestment Plan

Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares being purchased on the distribution date. For the three months ended March 31, 2021, we issued 1,161,954 shares of common stock for $13,734 under the distribution reinvestment plan. For the three months ended March 31, 2020, we issued 1,082,296 shares of common stock for $13,262 under the distribution reinvestment plan.

Operating Partnership Units

In connection with the acquisition of Siena Suwanee Town Center, we issued 1,217,092 OP Units to third parties for a total of $14,252. After a one-year holding period, holders of operating partnership units generally have the right to cause the operating partnership to redeem all or a portion of their operating partnership units for, at our sole discretion, shares of our common stock, cash, or a combination of both.

Earnings Per Share

We compute net income per share for Class A, Class M, Class A-I, Class M-I and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.

The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I and Class D common stock:

	Three Months Ended March 31, 2021
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net income per share:
Allocation of net income per share before performance fee	$	15,464	$	6,060	$	1,659	$	5,916	$	1,006
Weighted average number of common shares outstanding	89,762,121		35,177,589		9,637,799		34,349,467		5,838,096
Basic and diluted net income per share:	$	0.17	$	0.17	$	0.17	$	0.17	$	0.17
	Three Months Ended March 31, 2020
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849)	$	(4,172)	$	(1,191)	$	(2,805)	$	(532)
Weighted average number of common shares outstanding	91,730,904		38,847,788		11,082,858		26,124,774		4,927,915
Basic and diluted net loss per share:	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)

Organization and Offering Costs

Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Second Extended Public Offering until July 6, 2018, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36

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months. Following the Second Extended Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Second Extended Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Second Extended Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Second Extended Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of March 31, 2021 and December 31, 2020, LaSalle had paid $1,228 and $1,138, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

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NOTE 7—DST PROGRAM

On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to $500,000 in private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”) holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for operating partnership units or cash, at our discretion.

The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs incurred for services provided to the DST totaling $359 are accounted for as deferred loan costs and are netted against the financing obligation.

Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.

As of March 31, 2021, we have sold approximately $206,471 in interests related to the DST Program. As of March 31, 2021, the following properties are included in our DST Program:

•The Reserve at Johns Creek

•Summit at San Marcos

•Mason Mill Distribution Center

•San Juan Medical Center

•The Penfield

•Milford Crossing

•Villas at Legacy

•Montecito Marketplace

•Whitestown Distribution Center

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NOTE 8—RENTALS UNDER OPERATING LEASES

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at March 31, 2021 are as follows:

Year	Amount
2021	$	115,706
2022	116,997
2023	102,405
2024	89,863
2025	79,377
Thereafter	283,525
Total	$	787,873

 Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three months ended March 31, 2021, no individual tenant accounted for greater than 10% of minimum base rents.

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NOTE 9—RELATED PARTY TRANSACTIONS

Pursuant to our Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2022, subject to an unlimited number of successive one year renewals.

Fixed advisory fees for the three months ended March 31, 2021 and 2020 were $6,325 and $6,578, respectively. There were no performance fees for the three months ended March 31, 2021 and 2020. Included in Advisor fees payable at March 31, 2021 was $2,227 of fixed advisory fee expense. Included in Advisor fees payable for the year ended December 31, 2020 was $2,122 of fixed advisory fee expense.

We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of our Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three months ended March 31, 2021 and 2020, we paid JLL Americas $166 and $187, respectively, for property management and leasing services. During the three months ended March 31, 2021, we paid JLL Americas $162 in mortgage brokerage fees related to the mortgage note payable for Townlake of Coppell. During the three months ended March 31, 2020, we paid JLL Americas $75 in sales brokerage fees.

We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the three months ended March 31, 2021 and 2020, we paid the Dealer Manager selling commissions and dealer manager fees totaling $2,614 and $3,590, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in accrued offering costs, at March 31, 2021 and December 31, 2020, were $108,087 and $105,770 of future dealer manager fees payable, respectively.

As of March 31, 2021 and December 31, 2020, we owed $1,228 and $1,138, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock). These costs are included in accrued offering costs.

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the three months ended March 31, 2021 and 2020, the taxable REIT subsidiary paid $1,027 and $663, respectively, to the Dealer Manager. In addition, the Dealer Manager may receive an ongoing investor servicing fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equity of each outstanding unit of beneficial interest for such day, payable by the Delaware statutory trusts; (b) 0.85% of the NAV of each outstanding Class A operating partnership unit, 0.30% of the NAV of each outstanding Class M operating partnership or 0.30% of the NAV of each outstanding Class A-I operating partnership unit for such day issued in connection with our operating partnership's fair market value purchase option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share or 0.30% of the NAV of each outstanding Class A-I share for such day issued in connection with the investors' redemption right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A, Class M and Class A-I operating partnership units or Class A, Class M and Class A-I shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I operating partnership units or Class M-I shares. For the three months ended March 31, 2021 and 2020, the Delaware statutory trusts paid $126 and $4 in investor servicing fees to the Dealer Manager in connection with the DST Program.

LaSalle also serves as the manager for the DST Program. Each Delaware statutory trust may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such Delaware statutory trust. For the three months ended March 31, 2021 and 2020, the Delaware statutory trusts paid $76 and $2 in management fees to our Advisor in connection with the DST Program.

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NOTE 10—COMMITMENTS AND CONTINGENCIES

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021, which will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

NOTE 11—SEGMENT REPORTING

We have five reportable operating segments: apartment, industrial, office, retail and other properties. Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2021 and 2020.

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	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2021	$	785,122	$	805,301	$	336,423	$	573,911	$	22,370	$	2,523,127
Assets as of December 31, 2020	788,060		659,870		277,556		577,588		22,134		2,325,208
Three Months Ended March 31, 2021
Capital expenditures by segment	$	710	$	2,975	$	433	$	512	$	16	$	4,646
Revenues:
Rental revenue	$	15,848	$	15,226	$	7,572	$	12,053	$	32	$	50,731
Other revenue	759		5		372		83		631		1,850
Total revenues	$	16,607	$	15,231	$	7,944	$	12,136	$	663	$	52,581
Operating expenses:
Real estate taxes	$	3,112	$	2,459	$	767	$	1,633	$	115	$	8,086
Property operating expenses	4,830		1,354		1,487		2,046		194		9,911
Total segment operating expenses	$	7,942	$	3,813	$	2,254	$	3,679	$	309	$	17,997
Reconciliation to net income
Property general and administrative											$	660
Advisor fees											6,325
Company level expenses											1,193
Depreciation and amortization											19,945
Total operating expenses											$	46,120
Other income and (expenses):
Interest expense											$	(9,262)
Loss from unconsolidated real estate affiliates and fund investment											(339)
Gain on disposition of property and extinguishment of debt, net											33,422
Total other income and (expenses)											$	23,821
Net income											$	30,282
Reconciliation to total consolidated assets as of March 31, 2021
Assets per reportable segments											$	2,523,127
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											305,588
Total consolidated assets											$	2,828,715
Reconciliation to total consolidated assets as of December 31, 2020
Assets per reportable segments											2,325,208
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											333,391
Total consolidated assets											$	2,658,599

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	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535)
Loss from unconsolidated real estate affiliates and fund investment											(8,927)
Gain on disposition of property and extinguishment of debt, net											1,708
Total other income and (expenses)											$	(21,754)
Net loss											$	(18,529)

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NOTE 12—SUBSEQUENT EVENTS

On May 3, 2021, we acquired Princeton North Andover, a newly constructed, 192-unit apartment property located in North Andover, Massachusetts, for approximately $72,500. The acquisition was funded with cash on hand.

On May 4, 2021, our board of directors approved a gross dividend for the second quarter of 2021 of $0.135 per share to stockholders of record as of June 24, 2021. The dividend will be paid on or around June 29, 2021. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 4, 2021, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2022, without any other changes.

*  *  *  *  *  *

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

$ in thousands, except per share amounts

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the SEC. Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2020 Form 10-K and our periodic reports filed with the SEC.

Management Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-Q. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page 7 of this Form 10-Q, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to “base rent” in this Form 10-Q refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.

The discussions surrounding our Consolidated Properties refer to our wholly or majority owned and controlled properties, including our DST Properties, which as of March 31, 2021, were comprised of:

Apartment

•The Edge at Lafayette,

•Townlake of Coppell,

•AQ Rittenhouse,

•Lane Parke Apartments,

•Dylan Point Loma,

•The Penfield,

•180 North Jefferson,

•Jory Trail at the Grove,

•The Reserve at Johns Creek,

•Villas at Legacy,

•Stonemeadow Farms,

•Summit at San Marcos, and

•Presley Uptown.

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Industrial

•Kendall Distribution Center,

•Norfleet Distribution Center,

•Suwanee Distribution Center,

•3325 Trinity Boulevard,

•Charlotte Distribution Center,

•DFW Distribution Center,

•O'Hare Industrial Portfolio,

•Tampa Distribution Center,

•Aurora Distribution Center,

•Valencia Industrial Portfolio,

•Pinole Point Distribution Center,

•Mason Mill Distribution Center,

•Fremont Distribution Center,

•3324 Trinity Boulevard,

•Taunton Distribution Center,

•Chandler Distribution Center,

•Fort Worth Distribution Center, (acquired in 2020),

•Whitestown Distribution Center (acquired in 2020),

•Louisville Distribution Center (acquired in 2021), and

•Southeast Phoenix Distribution Center (acquired in 2021).

Office

•Monument IV at Worldgate,

•140 Park Avenue,

•San Juan Medical Center,

•Genesee Plaza,

•Fountainhead Corporate Park (acquired in 2020), and

•170 Park Avenue (acquired in 2021).

Retail

•The District at Howell Mill,

•Grand Lakes Marketplace,

•Oak Grove Plaza,

•Rancho Temecula Town Center,

•Skokie Commons,

•Whitestone Market,

•Maui Mall,

•Silverstone Marketplace,

•Kierland Village Center,

•Timberland Town Center,

•Montecito Marketplace, and

•Milford Crossing (acquired in 2020).

Other

•South Beach Parking Garage.

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Sold Properties

•24823 Anza Drive (sold in 2020), and

•South Seattle Distribution Center (sold in 2021).

Discussions surrounding our Unconsolidated Properties refer to the following properties as of March 31, 2021:

Property	Property Type
Chicago Parking Garage	Parking
NYC Retail Portfolio (1)	Retail
Pioneer Tower	Office
The Tremont	Apartment
The Huntington	Apartment
Siena Suwanee Town Center (2)	Apartment

________

(1)     We have elected the fair value option to account for this investment.

(2) Investment was acquired on December 15, 2020.

Our primary business is the ownership and management of a diversified portfolio of apartment, industrial, office, retail and other properties primarily located in the United States. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be complemented by investments in real estate-related assets.

We are managed by our Advisor, LaSalle Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle Incorporated (NYSE: JLL), a leading global financial and professional services firm that specializes in commercial real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor and smaller local firms.

We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the apartment, industrial, office, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.

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The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.

Estimated Percent of Fair Value as of March 31, 2021:

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Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Critical Accounting Policies

This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes during the three months ended March 31, 2021 to the items that we disclosed as our critical accounting policies and estimates under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Form 10-K.

Initial Valuations and Estimated Useful Lives or Amortization Periods for Real Estate Investments and Intangibles

These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.

Impairment of Long-Lived Assets

Our estimate of the expected future cash flows used in testing for impairment is subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If changes in our strategy or the market conditions result in a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. No such strategy changes or market conditions have been identified as of March 31, 2021.

Collectibility of Rental Revenue

Individual leases are evaluated for collectibility at each reporting period. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

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Properties

Properties owned at March 31, 2021, including DST Properties, are as follows:

					Percentage Leased as of March 31, 2021
Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
Consolidated Properties:
Apartment Segment:
The Edge at Lafayette	Lafayette, LA	January 15, 2008	100%	207,000	72%
Townlake of Coppell	Coppell, TX	May 22, 2015	100	351,000	95
AQ Rittenhouse	Philadelphia, PA	July 30, 2015	100	92,000	96
Lane Parke Apartments	Mountain Brook, AL	May 26, 2016	100	263,000	96
Dylan Point Loma	San Diego, CA	August 9, 2016	100	204,000	98
The Penfield	St. Paul, MN	September 22, 2016	100	245,000	84
180 North Jefferson	Chicago, IL	December 1, 2016	100	217,000	96
Jory Trail at the Grove	Wilsonville, OR	July 14, 2017	100	315,000	98
The Reserve at Johns Creek	Johns Creek, GA	July 28, 2017	100	244,000	94
Villas at Legacy	Plano, TX	June 6, 2018	100	340,000	95
Stonemeadow Farms	Bothell, WA	May 13, 2019	100	228,000	97
Summit at San Marcos	Chandler, AZ	July 31, 2019	100	257,000	97
Presley Uptown (1)	Charlotte, NC	September 30, 2019	98	190,000	90
Industrial Segment:
Kendall Distribution Center	Atlanta, GA	June 30, 2005	100%	409,000	100%
Norfleet Distribution Center	Kansas City, MO	February 27, 2007	100	702,000	100
Suwanee Distribution Center	Suwanee, GA	June 28, 2013	100	559,000	100
Grand Prairie Distribution Center
3325 West Trinity Boulevard	Grand Prairie, TX	January 22, 2014	100	277,000	100
3324 West Trinity Boulevard	Grand Prairie, TX	May 31, 2019	100	145,000	100
Charlotte Distribution Center	Charlotte, NC	June 27, 2014	100	347,000	100
DFW Distribution Center
4050 Corporate Drive	Grapevine, TX	April 15, 2015	100	441,000	100
4055 Corporate Drive	Grapevine, TX	April 15, 2015	100	202,000	100
O'Hare Industrial Portfolio
200 Lewis	Wood Dale, IL	September 30, 2015	100	31,000	82
1225 Michael Drive	Wood Dale, IL	September 30, 2015	100	109,000	100
1300 Michael Drive	Wood Dale, IL	September 30, 2015	100	71,000	100
1301 Mittel Drive	Wood Dale, IL	September 30, 2015	100	53,000	100
1350 Michael Drive	Wood Dale, IL	September 30, 2015	100	56,000	100
2501 Allan Drive	Elk Grove, IL	September 30, 2015	100	198,000	100
2601 Allan Drive	Elk Grove, IL	September 30, 2015	100	124,000	100
Tampa Distribution Center	Tampa, FL	April 11, 2016	100	386,000	100
Aurora Distribution Center	Aurora, IL	May 19, 2016	100	305,000	100
Valencia Industrial Portfolio:
28150 West Harrison Parkway	Valencia, CA	June 29, 2016	100	87,000	100
28145 West Harrison Parkway	Valencia, CA	June 29, 2016	100	114,000	100
28904 Paine Avenue	Valencia, CA	June 29, 2016	100	117,000	100
25045 Tibbitts Avenue	Santa Clarita, CA	June 29, 2016	100	142,000	100
Pinole Point Distribution Center:
6000 Giant Road	Richmond, CA	September 8, 2016	100	225,000	100
6015 Giant Road	Richmond, CA	September 8, 2016	100	252,000	100

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					Percentage Leased as of March 31, 2021
Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
6025 Giant Road	Richmond, CA	December 29, 2016	100	41,000	100
Mason Mill Distribution Center	Buford, GA	December 20, 2017	100	340,000	100
Fremont Distribution Center
45275 Northport Court	Fremont, CA	March 29, 2019	100	117,000	100
45630 Northport Loop East	Fremont, CA	March 29, 2019	100	120,000	100
Taunton Distribution Center	Taunton, MA	August 23, 2019	100	200,000	100
Chandler Distribution Center
1725 East Germann Road	Chandler, AZ	December 5, 2019	100	122,000	100
1825 East Germann Road	Chandler, AZ	December 5, 2019	100	89,000	89
Fort Worth Distribution Center	Fort Worth, TX	October 23, 2020	100	351,000	100
Whitestown Distribution Center
4993 Anson Boulevard	Whitestown, IN	December 11, 2020	100	280,000	100
5102 E 500 South	Whitestown, IN	December 11, 2020	100	440,000	100
Louisville Distribution Center	Shepherdsville, KY	January 21, 2021	100	1,040,000	100
Southeast Phoenix Distribution Center
6511 West Frye Road	Chandler, AZ	February 23, 2021	100	102,000	79
6565 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100
6615 West Frey Road	Chandler, AZ	February 23, 2021	100	136,000	100
6677 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100
Office Segment:
Monument IV at Worldgate	Herndon, VA	August 27, 2004	100%	228,000	100%
140 Park Avenue	Florham Park, NJ	December 21, 2015	100	100,000	100
San Juan Medical Center	San Juan Capistrano, CA	April 1, 2016	100	40,000	97
Genesee Plaza
9333 Genesee Ave	San Diego, CA	July 2, 2019	100	80,000	89
9339 Genesee Ave	San Diego, CA	July 2, 2019	100	81,000	77
Fountainhead Corporate Park
Fountainhead Corporate Park I	Tempe, AZ	February 6, 2020	100	167,000	93
Fountainhead Corporate Park II	Tempe, AZ	February 6, 2020	100	128,000	86
170 Park Avenue	Florham Park, NJ	February 2, 2021	100	147,000	100
Retail Segment:
The District at Howell Mill (1)	Atlanta, GA	June 15, 2007	88%	306,000	96%
Grand Lakes Marketplace (1)	Katy, TX	September 17, 2013	90	131,000	75
Oak Grove Plaza	Sachse, TX	January 17, 2014	100	120,000	94
Rancho Temecula Town Center	Temecula, CA	June 16, 2014	100	165,000	96
Skokie Commons	Skokie, IL	May 15, 2015	100	97,000	98
Whitestone Market	Austin, TX	September 30, 2015	100	145,000	99
Maui Mall	Kahului, HI	December 22, 2015	100	235,000	82
Silverstone Marketplace	Scottsdale, AZ	July 27, 2016	100	78,000	84
Kierland Village Center	Scottsdale, AZ	September 30, 2016	100	118,000	95
Timberland Town Center	Beaverton, OR	September 30, 2016	100	92,000	97
Montecito Marketplace	Las Vegas, NV	August 8, 2017	100	190,000	94
Milford Crossing	Milford, MA	January 29, 2020	100	159,000	98
Other Segment:
South Beach Parking Garage (2)	Miami Beach, FL	January 28, 2014	100%	130,000	N/A
Unconsolidated Properties:
Chicago Parking Garage (3)	Chicago, IL	December 23, 2014	100%	167,000	N/A

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					Percentage Leased as of March 31, 2021
Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
NYC Retail Portfolio (4)	NY/NJ	December 8, 2015	14	1,938,000	89%
Pioneer Tower (5)	Portland, OR	June 28, 2016	100	296,000	66
The Tremont (1)	Burlington, MA	July 19, 2018	75	175,000	95
The Huntington (1)	Burlington, MA	July 19, 2018	75	115,000	92
Siena Suwanee Town Center	Suwanee, GA	December 15, 2020	100	226,000	95

________

(1)We own a majority interest in the joint venture that owns a fee simple interest in this property.

(2)The parking garage contains 343 stalls. This property is owned leasehold.

(3)We own a condominium interest in the building that contains a 366 stall parking garage.

(4)We own an approximate 14% interest in a portfolio of eight urban infill retail properties located in the greater New York City area.

(5)We own a condominium interest in the building that contains a 17 story multi-tenant office property.

Operating Statistics

We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases. We believe these leases are beneficial to achieving our investment objectives. The following table shows our operating statistics by property type for our consolidated properties as of March 31, 2021:

	Number of Properties	Total Area (Sq Ft)	% of Total Area		Occupancy %		Average Minimum Base Rent per Occupied Sq Ft (1)
Apartment	13	3,154,000	21	%	93	%	$	21.63
Industrial	38	8,966,000	60		100		5.59
Office	8	976,000	6		94		32.04
Retail	12	1,834,000	12		92		21.28
Other	1	130,000	1		N/A		N/A
Total	72	15,060,000	100	%	97	%	$	12.39

________

(1)Amount calculated as in-place minimum base rent for all occupied space at March 31, 2021 and excludes any straight line rents, tenant recoveries and percentage rent revenues.

As of March 31, 2021, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $10.92 for our consolidated properties.

Recent Events and Outlook

COVID-19 Business Outlook

The outbreak of COVID-19 was declared by the World Health Organization as a global health emergency in January 2020 and then as a pandemic in March 2020. COVID-19 has impacted global financial markets, severely restricted international trade and travel, disrupted business operations (in part or in their entirety) and negatively impacted many investment asset classes including real estate. The ongoing outbreak and corollary response could have a material adverse impact on our financial condition and results of operations. The severity of the impact brought on by these disruptions will be different across property types and markets but could have serious negative impacts on all real estate depending on the longer-term economic effects of COVID-19.

Rent Collections

Rent collections across our portfolio have continued to improve as most tenants have been able to reopen their businesses and return to normal payment patterns. Collections have been in the mid to upper 90 percent range and we have seen very few

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new requests for rent relief over the last two quarters. Our retail tenants continue to be a slight laggard in collection of outstanding receivables as compared to the other property sectors.

Property Valuations

Property valuations across our portfolio have stabilized and we are seeing positive valuation increases across our apartment, industrial and healthcare segments driven by good underlying property fundamentals and strong capital markets.

Credit Facility

Our $400,000 Credit Facility, made up of a $300,000 Revolving Line of Credit maturing in 2021 and $100,000 Term Loan maturing in 2023, has two, 12-month extension options at our discretion. We are in compliance with our debt covenants as of March 31, 2021. We expect to maintain compliance with our debt covenants. We are negotiating an expansion and three year extension to our Revolving Line of Credit.

Liquidity

At March 31, 2021, we had in excess of $41,000 in total cash on hand and $260,000 of capacity under our Credit Facility. Looking into 2021, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares and fund quarterly distributions.

Share Repurchase Plan

During the first quarter of 2021, we repurchased $44,794 of our common stock pursuant to our Share Repurchase Plan, which had a quarterly limit of $100,476. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the second quarter of 2021 is $105,224.

General Company and Market Commentary

On July 6, 2018, the SEC declared our Second Extended Public Offering effective registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day to day and, on each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager is distributing shares of our common stock in our Second Extended Public Offering. We intend to primarily use the net proceeds from the offering, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.

On March 3, 2015, we commenced a private offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our private offering will be used for the same corporate purposes as the proceeds from the First Extended Public Offering.

On October 16, 2019, through our operating partnership, we initiated the DST Program to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding DST Properties, which may be sourced from our real properties or from third parties.

Over the past nine years we have acquired 90 properties (all of these consistent with our investment strategy), sold 38 non-strategic properties, reduced our Company leverage ratio, decreased our average interest rate on debt, and increased cash reserves and Company-wide liquidity, while also providing cash flow to our stockholders through our regular quarterly dividend payments.

Capital Raised and Use of Proceeds

As of March 31, 2021, we raised gross proceeds of over $2,571,000 from our offerings and private share sales since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $3,025,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $647,000 and repurchase shares of our common stock for approximately $813,000.

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Property Acquisitions

On January 21, 2021, we acquired Louisville Distribution Center, a 1,040,000 square foot industrial property located in Shepherdsville, Kentucky for approximately $95,000. The acquisition was funded with cash on hand.

On February 2, 2021, we acquired 170 Park Ave, a 147,000 square foot life sciences property located in Florham Park, New Jersey for approximately $46,600. The acquisition was funded with cash on hand.

On February 23, 2021, we acquired Southeast Phoenix Distribution Center, a four property industrial distribution center totaling 474,000 square feet located in Chandler, Arizona for approximately $91,000. The acquisition was funded with cash on hand.

Property Dispositions

On January 8, 2021, we sold South Seattle Distribution Center, a 323,000 square foot industrial property located in Seattle, Washington for approximately $72,600 less closing costs and the loan of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.

Financing

On February 10, 2021, we entered into a $34,000 mortgage payable on Whitestown Distribution Center. The mortgage note bears an interest of 2.95% and matures on February 10, 2028.

On March 8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.

On March 11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.

On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.

Subsequent Events

On May 3, 2021, we acquired Princeton North Andover, a newly constructed, 192-unit apartment property located in North Andover, Massachusetts, for approximately $72,500. The acquisition was funded with cash on hand.

On May 4, 2021, our board of directors approved a gross dividend for the second quarter of 2021 of $0.135 per share to stockholders of record as of June 24, 2021. The dividend will be paid on or around June 29, 2021. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 4, 2021, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2022, without any other changes.

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Investment Objectives and Strategy

Our primary investment objectives are:

•to generate an attractive level of current income for distribution to our stockholders;

•to preserve and protect our stockholders' capital investments;

•to achieve appreciation of our NAV over time; and

•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.

We cannot ensure that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.

We believe that our broadly diversified portfolio benefits our stockholders by providing:

•diversification of sources of income;

•access to attractive real estate opportunities currently in the United States and, over time, around the world; and

•exposure to a return profile that should have lower correlations with other investments.

Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”

We will leverage LaSalle's broad commercial real estate research and strategy platform and resources to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe has the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.

Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors but do not require notice to or the vote of stockholders.

We seek to invest:

•up to 95% of our assets in properties;

•up to 25% of our assets in real estate-related assets; and

•up to 15% of our assets in cash, cash equivalents and other short-term investments.

Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.

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We expect to maintain a targeted Company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted Company leverage ratio. Our Company leverage ratio was 33% as of March 31, 2021.

2021 Key Initiatives

Our short-term initiatives for 2021 are to address the challenges being presented by COVID-19. During the remainder of 2021, we intend to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, repurchasing stock under our share repurchase plan, and fund quarterly distributions. We look to make investments that fit with our investment objectives and guidelines. Likely investment candidates may include well-located, well-leased apartment properties, industrial properties, medical office properties, single family rentals and public REIT securities. We will also attempt to further our geographic diversification. We will use debt financing to take advantage of the current favorable interest rate environment, while looking to keep the Company leverage ratio in the 30% to 50% range in the near term consistent with traditional core real estate. We also intend to use our Revolving Line of Credit to allow us to efficiently manage our cash flows.

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Results of Operations

General

Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing the properties. Our share of the net income or net loss from our unconsolidated real estate affiliates is included in income from unconsolidated affiliates and fund investments. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of the entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property, which are apartment, industrial, office, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.

Properties acquired or sold during any of the periods presented are presented within the recent acquisitions and sold properties line. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired or sold in the Management Overview section above. Properties owned for the three months ended March 31, 2021 and 2020 are referred to as our comparable properties.

Results of Operations for the Three Months Ended March 31, 2021 and 2020

Revenues

The following chart sets forth revenues by reportable segment for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		$  Change		% Change
Revenues:
Rental revenue
Apartment	$	15,848	$	16,240	$	(392)	(2.4)	%
Industrial	12,535		11,071		1,464		13.2
Office	4,940		5,254		(314)		(6.0)
Retail	10,958		11,614		(656)		(5.6)
Other	32		69		(37)		(53.6)
Comparable properties total	$	44,313	$	44,248	$	65	0.1	%
Recent acquisitions and sold properties	6,418		2,669		3,749		140.5
Total rental revenue	$	50,731	$	46,917	$	3,814	8.1	%
Other revenue
Apartment	$	758	$	786	$	(28)	(3.6)	%
Industrial	5		108		(103)		(95)
Office	221		234		(13)		(5.6)
Retail	83		83		—		—
Other	631		451		180		39.9
Comparable properties total	$	1,698	$	1,662	$	36	2.2	%
Recent acquisitions and sold properties	152		81		71		88
Total other revenue	$	1,850	$	1,743	$	107	6.1	%
Total revenues	$	52,581	$	48,660	$	3,921	8.1	%

Rental revenues at comparable properties increased $65 for the three months ended March 31, 2021 as compared to the same period in 2020. The increase in rental revenue from our industrial properties is primarily related to $892 of straight line rent reversed in March 2020 due to uncertainty of future rent collections at Norfleet Distribution Center and $295 at Taunton Distribution Center due to higher occupancy percentage during the three months ended March 31, 2021 as compared to the same period of 2020. The decrease of $656 within our retail segment and $314 within our office segment was primarily related to a reduction in rental revenue due to uncertainty of collectibility from several tenants at Rancho Temecula Town Center, The District at Howell Mill, Maui Mall and Genesee Plaza which are continuing to experience a decrease in operations from

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COVID-19 which results in us recognizing revenue on a cash basis. The decrease of $392 within the apartment segment was primarily related to a reduction in rental rates as well as lower rental revenue due to uncertainty of collectibility from tenants.

Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties increased by $36 for the three months ended March 31, 2021 as compared to the same period in 2020. The increase is primarily related to $180 of higher parking revenue at our parking garage in South Beach primarily due to the travel and shelter in place orders placed on the city of South Beach during the three months ended March 31, 2020, which greatly reduced our revenue during that period.

Operating Expenses

The following chart sets forth real estate taxes and property operating expenses by reportable segment, for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		$  Change		% Change
Operating expenses:
Real estate taxes
Apartment	$	3,112	$	2,898	$	214	7.4	%
Industrial	2,081		1,955		126		6.4
Office	570		693		(123)		(17.7)
Retail	1,524		1,526		(2)		(0.1)
Other	115		103		12		11.7
Comparable properties total	$	7,402	$	7,175	$	227	3.2	%
Recent acquisitions and sold properties	684		366		318		87
Total real estate taxes	$	8,086	$	7,541	$	545	7.2	%
Property operating expenses
Apartment	$	4,831	$	4,495	$	336	7.5	%
Industrial	1,088		927		161		17.4
Office	1,019		959		60		6.3
Retail	1,922		1,822		100		5.5
Other	194		207		(13)		(6.3)
Comparable properties total	$	9,054	$	8,410	$	644	7.7	%
Recent acquisitions and sold properties	857		348		509		146.3
Total property operating expenses	$	9,911	$	8,758	$	1,153	13.2	%
Total operating expenses	$	17,997	$	16,299	$	1,698	10.4	%

Real estate taxes at comparable properties increased by $227 for the three months ended March 31, 2021 as compared to the same period in 2020. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estates taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. The overall increase is primarily related to a reassessment at Lane Park Apartments and Taunton Distribution Center resulting in higher real estate tax expense during the three months ended March 31, 2021. These increases were partially offset by a successful tax appeal at Genesee Plaza resulting in $94 tax saving during the three months ended March 31, 2021 as compared to the same period in 2020.

Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased $644 for the three months ended March 31, 2021 as compared to the same period in 2020. The primary increase occurred within our apartment segment where turnover costs, repairs and maintenance and various increases in utilities during the three months ended March 31, 2021 as compared to the same period in 2020. The increases within our industrial segment were primarily related to increased snow removal costs of $68 at Taunton Distribution Center and higher repair and maintenance projects of $30 at DFW Distribution Center during the three months ended March 31, 2021 as compared to the same period in 2020.

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The following chart sets forth expenses not directly related to the operations of the reportable segments for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		$  Change		%  Change
Property general and administrative	$	660	$	2,548	$	(1,888)	(74.1)	%
Advisor fees	6,325		6,578		(253)		(3.8)
Company level expenses	1,193		954		239		25.1
Depreciation and amortization	19,945		19,056		889		4.7
Interest expense	9,262		14,535		(5,273)		(36.3)
Loss from unconsolidated affiliates and fund investments	339		8,927		(8,588)		(96.2)
Gain on disposition of property and extinguishment of debt, net	(33,422)		(1,708)		(31,714)		1,856.8
Total expenses	$	4,302	$	50,890	$	(46,588)	(91.5)	%

Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses decreased during the three months ended March 31, 2021 as compared to the same period in 2020 primarily due to expenses incurred on unsuccessful acquisitions during 2020.

Advisor fees relate to the fixed advisory and performance fees earned by the Advisor. Fixed fees increase or decrease based on changes in our NAV, which is primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, and in such years our Advisor will receive 10% of the excess total return above the 7% threshold. The decrease in advisor fees of $253 for the three months ended March 31, 2021 as compared to the same period in 2020 is related to the decrease in our NAV primarily attributable to write downs of property values and share repurchases over the past year.

Company level expenses relate mainly to our compliance and administration related costs. The increase of $239 in company level expenses for the three months ended March 31, 2021 is primarily related to timing of professional fees.

Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. The increase of $889 in depreciation and amortization expense for the three months ended March 31, 2021 as compared to the same period in 2020 was primarily related to the acquisition of new properties.

Interest expense decreased by $5,273 for the three months ended March 31, 2021 as compared to the same period in 2020 primarily as a result of a $6,652 increase in the fair value of our interest rate swaps during the three months ended March 31, 2020 as compared to the same period of 2021. This decrease was offset by approximately $1,239 of increased interest expense from new mortgage notes payable placed on several assets in 2020 and 2021 and interest expense on the financial obligations related to the DST Program.

Loss from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington and Siena Suwanee Town Center as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio. During the three months ended March 31, 2021, we recorded a $1,081 increase in the fair value of our investment in the NYC Retail Portfolio as compared to an $8,736 decrease in the fair value during the same period of 2020.

Gain on disposition of property and extinguishment of debt, net increased due to a $33,580 gain on the sale of South Seattle Distribution Center, which occurred during the three months ended March 31, 2021.

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Funds From Operations

Consistent with real estate industry and investment community preferences, we consider funds from operations ("FFO") as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.

FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net discount on assumed debt, gains or losses on the extinguishment and modification of debt, performance fees based on the investment returns on shares of our common stock and acquisition expenses. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.

In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to FFO, and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered alternatives to GAAP net income and are not measures of liquidity or indicators of the Company's ability to make cash distributions. We believe that to more comprehensively understand our operating performance, FFO and AFFO should be considered along with the reported net income attributable to Jones Lang LaSalle Income Property Trust, Inc. and our cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.

The following table presents a reconciliation of the most comparable GAAP amount of net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to NAREIT FFO for the periods presented:

Reconciliation of GAAP net (loss) income to NAREIT FFO	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders (1)	$	30,105	$	(18,549)
Real estate depreciation and amortization (1)	23,422		21,269
(Gain) loss on disposition of property and unrealized gain on investment in unconsolidated real estate affiliate (1)	(34,416)		7,089
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	19,111	$	9,809
Weighted average shares outstanding, basic and diluted	174,765,072		172,744,239
NAREIT FFO per share, basic and diluted	$	0.11	$	0.06

________

(1)    Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

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We believe AFFO is useful to investors because it provides supplemental information regarding the performance of our portfolio over time.

The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:

Reconciliation of NAREIT FFO to AFFO	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	19,111	$	9,809
Straight-line rental income (1)	(595)		268
Amortization of above- and below-market leases (1)	(762)		(624)
Amortization of net discount on assumed debt (1)	(58)		(27)
(Gain) loss on derivative instruments and extinguishment or modification of debt (1)	(776)		6,306
Adjustment for investment accounted for under the fair value option (2)	444		651
Acquisition expenses	108		2,032
AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	17,472	$	18,415
Weighted average shares outstanding, basic and diluted	174,765,072		172,744,239
AFFO per share, basic and diluted	$	0.10	$	0.11

________

(1)    Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

(2)    Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio.

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NAV as of March 31, 2021

The following table provides a breakdown of the major components of our NAV as of March 31, 2021:

	March 31, 2021
Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total
Real estate investments (1)	$	1,492,221	$	583,353	$	161,449	$	595,235	$	124,761	$	2,957,019
Debt	(405,751)		(158,620)		(43,900)		(161,851)		(33,924)		(804,046)
Other assets and liabilities, net	(24,468)		(9,565)		(2,647)		(9,760)		(2,046)		(48,486)
Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed
NAV	$	1,062,002	$	415,168	$	114,902	$	423,624	$	88,791	$	2,104,487
Number of outstanding shares	89,943,750		35,094,112		9,704,298		35,793,076		7,513,281
NAV per share	$	11.81	$	11.83	$	11.84	$	11.84	$	11.82

________

(1)The value of our real estate investments was greater than the historical cost by 3.4% as of March 31, 2021.

The following table provides a breakdown of the major components of our NAV as of December 31, 2020:

	December 31, 2020
Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total
Real estate investments (1)	$	1,464,376	$	582,651	$	157,468	$	544,201	$	81,029	$	2,829,725
Debt	(472,476)		(187,990)		(50,807)		(175,584)		(26,144)		(913,001)
Other assets and liabilities, net	48,023		19,107		5,165		17,846		2,658		92,799
Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed
NAV	$	1,039,923	$	413,768	$	111,826	$	386,463	$	57,543	$	2,009,523
Number of outstanding shares	89,671,096		35,612,156		9,616,299		33,247,001		4,957,915
NAV per share	$	11.60	$	11.62	$	11.63	$	11.62	$	11.61

________

(1)The value of our real estate investments was greater than the historical cost by 2.6% as of December 31, 2020.

The increase in NAV per share from December 31, 2020 to March 31, 2021, was related to a net increase of 1.7% in the value of our portfolio. Property operations for the three months ended March 31, 2021 had an insignificant impact on NAV as dividends declared offset property operations for the period. Our NAV for the different share classes is reduced by normal and recurring class-specific fees and offering and organization costs.

The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of March 31, 2021:

	Apartment		Industrial		Office		Retail		Other (1)		Total Company
Exit capitalization rate	5.00	%	5.44	%	5.69	%	5.52	%	6.25	%	5.39	%
Discount rate/internal rate of return (IRR)	6.26		5.96		6.46		6.35		7.79		6.25
Annual market rent growth rate	3.08		3.01		2.80		2.50		3.13		2.86
Holding period (years)	10.00		10.00		10.00		10.00		21.72		10.13

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(1)    Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

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The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2020:

	Apartment		Industrial		Office		Retail		Other (1)		Total Company
Exit capitalization rate	5.09	%	5.44	%	5.72	%	5.56	%	6.25	%	5.43	%
Discount rate/internal rate of return (IRR)	6.35		6.00		6.50		6.38		7.78		6.30
Annual market rent growth rate	3.03		2.96		2.80		2.50		3.13		2.83
Holding period (years)	10.00		10.00		10.00		10.00		21.81		10.15

________

(1)    Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease, the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:

Input		March 31, 2021		December 31, 2020
Discount Rate - weighted average	0.25% increase	(2.0)	%	(2.0)	%
Exit Capitalization Rate - weighted average	0.25% increase	(2.9)	%	(2.9)
Annual market rent growth rate - weighted average	0.25% decrease	(1.6)	%	(1.5)

The fair value of our mortgage notes and other debt payable was estimated to be approximately $44,023 and $43,959 higher than the carrying values at March 31, 2021 and December 31, 2020, respectively. The NAV per share would have decreased by $0.25 and $0.26 per share at March 31, 2021 and December 31, 2020, respectively, if we were to have included the fair value of our mortgage notes and other debt payable in our methodology to determine NAV.

The selling commission and dealer manager fee are offering costs and are recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock. For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Dealer manager fees payable are included in accrued offering costs on our Consolidated Balance Sheets.  Dealer manager fees payable as of March 31, 2021 and December 31, 2020 were $108,087 and $105,770, respectively.

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The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:

	March 31, 2021
Stockholders' equity under GAAP	$	1,488,032
Adjustments:
Accrued dealer manager fees (1)	105,793
Organization and offering costs (2)	73
Unrealized real estate appreciation (3)	140,792
Accumulated depreciation, amortization and other (4)	369,797
NAV	$	2,104,487

________

(1)    Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock as an offering cost.  For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.

(2)    The Advisor advanced organization and offering costs on our behalf through July 6, 2018. Such costs are reimbursed to the Advisor ratably over 36 months through July 5, 2021. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs are recognized as a reduction to NAV ratably over 36 months.

(3)    Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.

(4)    We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP; an example would be straight-line rent revenue.

Limitations and Risks

As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:

•a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;

•we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio or merging with another company; or

•the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.

Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.

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Liquidity and Capital Resources

Our primary uses and sources of cash are as follows:

Uses		Sources
Short-term liquidity and capital needs such as:		•	Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates and fund investment
•	Interest payments on debt
•	Distributions to stockholders	•	Proceeds from secured loans collateralized by individual properties
•	Fees payable to our Advisor
•	Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants	•	Proceeds from our Revolving Line of Credit
		•	Sales of our shares
•	General and administrative costs	•	Sales of real estate investments
•	Costs associated with capital raising in our continuous public offering, private offering and DST Program	•	Proceeds from our private offering
•	Other Company level expenses	•	Draws from lender escrow accounts
•	Lender escrow accounts for real estate taxes, insurance, and capital expenditures	•	Sales of beneficial interests in the DST Program
•	Fees payable to our Dealer Manager
Longer-term liquidity and capital needs such as:
•	Acquisitions of new real estate investments
•	Expansion of existing properties
•	Tenant improvements and leasing commissions
•	Debt repayment requirements, including both principal and interest
•	Repurchases of our shares pursuant to our share repurchase plan
•	Fees payable to our Advisor
•	Fees payable to our Dealer Manager

The sources and uses of cash for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		$ Change
Net cash provided by operating activities	$	17,172	$	17,743	$	(571)
Net cash used in investing activities	(166,868)		(99,430)		(67,438)
Net cash provided by financing activities	121,042		248,981		(127,939)

Net cash provided by operating activities decreased by $571 for the three months ended March 31, 2021 as compared to the same period in 2020. The decrease in cash from operating activities is primarily due to lower rent collections from several tenants primarily in our retail segment. This decrease was offset partially by recent acquisitions.

Net cash used in investing activities increased by $67,438 for the three months ended March 31, 2021 as compared to the same period in 2020. The increase was primarily related to larger acquisitions made during the three months ended March 31, 2021 as compared to the same period in 2020, offset partially by the cash received from the sale of South Seattle Distribution Center in the first quarter of 2021.

Net cash provided by financing activities decreased by $127,939 for the three months ended March 31, 2021 as compared to the same period in 2020. The change is primarily related to a decrease in net debt proceeds totaling $180,639 during the three months ended March 31, 2021 as compared to the same period in 2020 resulting from repayments on our Credit Facility and the payoff of mortgage note payables in 2021. Offsetting this was a decrease in cash used for repurchases of common stock of $47,288 during the three months ended March 31, 2021 as compared to the same period in 2020.

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Financing

We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements on our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rates at March 31, 2021 and December 31, 2020:

	Consolidated Debt
	March 31, 2021				December 31, 2020
	Principal Balance		Weighted Average Interest Rate		Principal Balance		Weighted Average Interest Rate
Fixed	$	917,021	3.51	%	$	871,043	3.53	%
Variable	—		—		—		—
Total	$	917,021	3.51	%	$	871,043	3.53	%

Covenants

At March 31, 2021, we were in compliance with all debt covenants.

Other Sources

On July 6, 2018, our Second Extended Public Offering registration statement was declared effective with the SEC (Commission File No. 333-222533) to register up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each three-year offering period, subject to regulatory approval. We intend to use the net proceeds from the Second Extended Public Offering, which are not used to pay the fees and other expenses attributable to our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan.

On March 3, 2015, we commenced the Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds of our First Extended Public Offering. We will reserve the right to terminate the Private Offering at any time and to extend the Private Offering term to the extent permissible under applicable law.

On October 16, 2019, through our operating partnership, we initiated the DST Program to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties, which may be sourced from our real properties or from third parties.

Contractual Cash Obligations and Commitments

From time to time, we enter into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021 and these payments will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

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Off Balance Sheet Arrangements

At March 31, 2021, we had approximately $110 in an outstanding letter of credit that is not reflected on our balance sheet. We have no other off balance sheet arrangements.

Distributions to Stockholders

To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.

The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:

•scheduled increases in base rents of existing leases;

•changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;

•changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;

•necessary capital improvement expenditures or debt repayments at existing properties;

•ability of our tenants to pay rent as a result of the impact of COVID-19 on their financial condition; and

•our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.

We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Internal Revenue Code of 1986, as amended.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk associated with changes in interest rates in terms of our variable-rate debt and the price of new fixed-rate debt for refinancing of existing debt. We manage our interest rate risk exposure by obtaining fixed-rate loans where possible as well as by entering into interest rate cap and swap agreements. As of March 31, 2021, we had consolidated debt of $917,021. Including the $2,905 net debt discount on assumed debt and debt issuance costs, we have consolidated debt of $914,116 at March 31, 2021. We also entered into interest rate swap agreements on $190,000 of debt, which cap the LIBOR rate at between 1.4% and 2.6%.

We are subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. To determine fair market value, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the collateral. At March 31, 2021, the fair value of our consolidated debt was estimated to be $30,953 higher than the carrying value of $917,021. If treasury rates were 0.25% higher at March 31, 2021, the fair value of our consolidated debt would have been $19,851 higher than the carrying value.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on management’s evaluation as of March 31, 2021, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting to date as a result of most of the employees of our Advisor and its affiliates working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize the impact to their design and operating effectiveness.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 1A. Risk Factors.

The most significant risk factors applicable to the Company are described in Item 1A to our 2020 Form 10-K. The following risk factor supplements the risk factors contained in our 2020 Form 10-K:

The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.

LIBOR is used as a reference rate for our Term Loans and our interest rate cap and swap arrangements. On July 27, 2017, the United Kingdom’s Financial Conduct Authority (the "FCA") announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The FCA subsequently announced on March 5, 2021 that the publication of LIBOR will cease for the one-week and two-month USD LIBOR settings immediately after December 31, 2021, and the remaining USD LIBOR settings immediately after June 30, 2023. Based on undertakings received from the panel banks, the FCA does not expect that any LIBOR settings will become unrepresentative before these dates. Nevertheless, the U.S. Federal Reserve System, Office of the Comptroller of the Currency, and Federal Deposit Insurance Corporation have issued guidance encouraging market participants to adopt alternatives to LIBOR in new contracts as soon as practicable. It is unclear a new method of calculating LIBOR will be established, or if an alternative reference rate will be established. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement. Our Term Loans and interest rate cap and swap arrangements provide that if LIBOR is no longer available, then the parties to the agreements shall enter into an amendment utilizing the prevailing market convention for determining the rate of interest for syndicated loans in the United States at the time. In such circumstances the interest rates on our Term Loans and in our interest rate cap and swap arrangements may change. The new rates may not be as favorable as those in effect prior to

49

any LIBOR phase-out. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Our share repurchase plan limits repurchases during any calendar quarter to shares with an aggregate value (based on the repurchase price per share on the day the repurchase is effected) of 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter, which means that in any 12-month period, we limit repurchases to approximately 20% of our total NAV. If the quarterly volume limitation is reached on or before the third business day of a calendar quarter, repurchase requests during the next quarter will be satisfied on a stockholder by stockholder basis, which we refer to as a “per stockholder allocation,” instead of a first-come, first-served basis. Pursuant to the per stockholder allocation, each of our stockholders would be allowed to request repurchase at any time during such quarter of a total number of shares not to exceed 5% of the shares of common stock the stockholder held as of the end of the prior quarter. The per stockholder allocation requirement will remain in effect for each succeeding quarter for which the total repurchases for the immediately preceding quarter exceeded four percent of our NAV on the last business day of such preceding quarter. If total repurchases during a quarter for which the per stockholder allocation applies are equal to or less than four percent of our NAV on the last business day of such preceding quarter, then repurchases will again be first-come, first-served for the next succeeding quarter and each quarter thereafter.

During the three months ended March 31, 2021, we repurchased 3,830,592 shares of common stock under the share repurchase plan.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Pursuant to the Program (1)
January 1 - January 31, 2021	1,208,641	$	11.62	1,208,641	—
February 1 - February 28, 2021	1,216,486	11.65		1,216,486	—
March 1 - March 31, 2021	1,405,465	11.79		1,405,465	—
Total	3,830,592	$	11.69	3,830,592	—

________

(1)     Repurchases are limited as described above. 

Unregistered Sales of Equity Securities

On March 3, 2015, we commenced the Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. On March 1, 2021, we received $30,000 from the sale of approximately 2,555,366 shares of our Class D shares at the per share purchase price of $11.74. This sale is exempt from registration under Section 4(a)(2) of the Securities Act because the purchaser is an accredited investor within the meaning of Regulation D promulgated under the Securities Act. LaSalle Investment Management Distributors, LLC serves as the dealer manager for the Private Offering.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.13*	Amended and Restated Dealer Management Agreement
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	Definition Linkbase Document
101.LAB*	XBRL Labels Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

__________

*    Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, Jones Lang LaSalle Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Date:	May 6, 2021	By:	/s/ C. Allan Swaringen
			C. Allan Swaringen
			President, Chief Executive Officer

			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Date:	May 6, 2021	By:	/s/ Gregory A. Falk
			Gregory A. Falk
			Chief Financial Officer and Treasurer

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EX-10.13

Exhibit 10.13

AMENDED AND RESTATED DEALER MANAGER AGREEMENT

JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Continuous Public Offering of Shares of Common Stock, $0.01 par value per share

Dated: March 9, 2021

LaSalle Investment Management Distributors, LLC

333 W. Wacker Drive

Chicago, Illinois 60606

Ladies and Gentlemen:

Subject to the terms described herein, as of the Effective Date (as defined below) of the Registration Statement (as defined below) for the Current Offering (as defined below), LaSalle Investment Management Distributors, LLC shall serve as the dealer manager (the “Dealer Manager”) for Jones Lang LaSalle Income Property Trust, Inc. (the “Company”), in connection with (1) the distribution, on a “best efforts” basis, of the shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), being offered to the public pursuant to the Registration Statement on Form S-11 (No. 333-196886) on file with the U. S. Securities and Exchange Commission (the “Current Offering”) , consisting of (a) a primary offering; and (b) shares of Common Stock being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP”); and (2) the distribution, on a “best efforts” basis, of shares of any class of Common Stock offered from time to time hereafter in any subsequent public offering (each a “Follow-On Offering”) registered under the Securities Act of 1933, as amended (“Securities Act”), pursuant to a Registration Statement on Form S-11 filed with the U. S. Securities and Exchange Commission (the “Commission”). As used in this Agreement, (a) the term “Primary Shares” means shares of Common Stock offered and sold to the public pursuant to the Company’s primary offering, including the primary offering of the Current Offering and any Follow-On Offering, (b) the term “DRIP Shares” means shares of Common Stock offered to stockholders of the Company pursuant to the DRIP as currently in effect at any time, (c) the term “Offering” means the Current Offering or any Follow-On Offering, as appropriate, and as used herein refers to a public offering of Common Stock pursuant to the Registration Statement on Form S-11 filed with the Commission for the registration of the Offered Shares to be sold in such public offering, and (d) the term “Offered Shares” means the Primary Shares, together with DRIP Shares, to be sold in any Offering.

The differences between the classes of shares of Common Stock and the eligibility requirements for each class are described in detail in the Prospectus (as hereinafter defined). Primary Shares are to be issued and sold to the public at a purchase price equal to the Company’s net asset value (“NAV”) applicable to the class of shares being purchased on such day determined after the close of business on each business day, divided by the number of shares of that class outstanding as of the close of business on such date (as calculated in accordance with the procedures described in the Prospectus), plus any applicable selling commissions, subject in certain circumstances to waivers or reductions of such selling commissions. For stockholders who participate in the DRIP, the cash distributions attributable to the class of shares that each stockholder owns will be automatically invested in additional shares of the same class. DRIP Shares are to be issued and sold to stockholders of the Company at a purchase price equal to the Company’s NAV per share of that share class on such day prior to giving effect to any share purchases or redemptions to be effected on such day (as calculated in accordance with the procedures described in the Prospectus, as hereinafter defined).

The Company and JLLIPT Holdings LP (the “Operating Partnership”) hereby agrees with you, the Dealer Manager, as follows:

1. Representations and Warranties of the Company and the Operating Partnership.

1

Each of the Company and the Operating Partnership hereby represents and warrants to the Dealer Manager and each of the broker-dealers participating in each Offering (a “Participating Broker-Dealer”)with whom the Dealer Manager has entered into or will enter into a Participating Broker-Dealer Agreement (the “Participating Broker-Dealer Agreement”) substantially in the form attached as Exhibit A to this Agreement or in such other form as shall be approved by the Company that, as of the date hereof and at all times during the Offering Period, as that term is defined in Section 5.1 below, and with respect to each Offering, as applicable (provided that, to the extent such representations and warranties are given only as of a specified date or dates, the Company and Operating Partnership only makes such representations and warranties as of such date or dates):

1.1 Compliance with Registration Requirements. A registration statement on Form S-11 has been prepared by the Company in accordance with applicable requirements of the Securities Act and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”), for the registration of the Offered Shares to be sold in the Current Offering. Such registration statement includes a preliminary prospectus and such amendments thereto and such amended prospectuses as may have been required through the date hereof, and the Company will file such additional amendments and supplements thereto as may hereafter be required. As used in this agreement, the term “Registration Statement” means a registration statement on Form S-11 on file with and declared effective by the Commission, as amended through the date hereof, provided that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement as so amended by the last post-effective amendment declared effective by the Commission; and provided further, that, with respect to any Follow-On Offering, the term “Registration Statement” means the registration statement filed with the Commission by the Company in accordance with applicable requirements of the Securities Act and the Securities Act Regulations for the registration of the Offered Shares to be sold in such Follow-On Offering and declared effective by the Commission, as amended by the last post-effective amendments thereto declared effective by the Commission. As used herein, the term “Prospectus” shall refer to the prospectus, as amended or supplemented, on file with the Commission at the Effective Date (as defined below) of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), including any Prospectus on file with respect to any Follow-On Offering; provided, that if such Prospectus is amended or supplemented after the Effective Date, the term “Prospectus” shall refer to such Prospectus as amended or supplemented to date, and if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Securities Act Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Regulations from and after the date on which it shall have been filed with the Commission. As used in this agreement, the term “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto, including any Registration Statement prepared and filed with the Commission by the Company to register Offered Shares to be sold in a Follow-On Offering, is or was first declared effective by the Commission, and the term “Filing Date” means the applicable date upon which an initial Prospectus or any amendment or supplement thereto is filed with the SEC. The terms Registration Statement and Prospectus, in all cases, shall include the documents, if any, incorporated by reference therein.

As of the date hereof, the SEC has not issued any stop order suspending the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or are pending before or threatened by the SEC under the Securities Act.

The Registration Statement and the Prospectus, will, as of the applicable Effective Date or Filing Date, as the case may be, comply in all material respects with the Securities Act and the Securities Act Regulations; the Registration Statement does not, in each case as of the applicable Effective Date, contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Prospectus does not, in each case as of the applicable Filing Date, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus

2

made in reliance upon and in conformity with information furnished in writing to the Company by the Dealer Manager or any Participating Broker-Dealer expressly for use in the Registration Statement or the Prospectus.

1.2 Incorporated Documents. The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the SEC, as the case may be, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the “Exchange Act”), and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

1.3 Good Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions contained in Section 7 of this Agreement may be limited under applicable securities laws.

The Operating Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Registration Statement and the Prospectus and to enter into this Agreement and to perform the transactions, and carry out its obligations, contemplated hereby. As of the date hereof, JLLIPT Holdings GP, LLC is the sole general partner of the Operating Partnership. This Agreement is duly authorized, executed and delivered by the Operating Partnership and is a legal, valid and binding agreement of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles relating to the availability of remedies, and except to the extent that the enforceability of the indemnity and contribution provisions contained in Section 7 of this Agreement may be limited under applicable securities laws.

Each of the Company and the Operating Partnership has qualified to do business and is in good standing in every jurisdiction in which the ownership or leasing of its properties or the nature or conduct of its business, as described in the Prospectus, requires such qualification, except where the failure to do so would not have a material adverse effect on the business, properties, management, financial position, results of operations or cash flows of the Company, its subsidiaries and the Operating Partnership taken as a whole (a “Material Adverse Effect”).

1.4 Authorization and Description of Securities. As of the date hereof, the issuance and sale of the Offered Shares will have been duly authorized by the Company, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale of the Offered Shares by the Company are not subject to preemptive or other similar rights arising by operation of law, under the charter or bylaws of the Company or under any agreement to which the Company is a party or otherwise. The Offered Shares conform in all material respects to the description of the Common Stock contained in the Registration Statement and the Prospectus. The authorized, issued and outstanding shares of Common Stock as of the date hereof are as set forth in the Prospectus under the caption “Description of Capital Stock.” All offers and sales of the Common Stock prior to the date hereof were at all relevant times duly registered under the Securities Act or were exempt from the registration requirements of the Securities Act and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or blue sky laws.  As of the date hereof, the Operating Partnership has not issued any security or other equity interest other than partnership interests (“Interests”) as set forth in the Prospectus and none of such outstanding Interests has been issued in violation of any preemptive right. All of such Interests have been issued by the Operating Partnership in compliance with applicable federal and state securities laws.

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1.5 Absence of Defaults and Conflicts. The Company is not in violation of its charter or its bylaws and the execution and delivery of this Agreement, the issuance, sale and delivery of the Offered Shares, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate the terms of or constitute a default under: (a) its charter or bylaws, each in effect as of the date hereof; (b) any indenture, mortgage, deed of trust, lease, or other material agreement to which the Company is a party or to which its properties are bound; (c) any law, rule or regulation applicable to the Company; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect.

The Operating Partnership is not in violation of its certificate of limited partnership or its limited partnership agreement and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with its obligations and the other terms of this Agreement by the Operating Partnership does not, and will not conflict with or violate the terms of or constitute a default under, or result in a breach under: (a) its certificate of limited partnership or limited partnership agreement; or (b) any indenture, mortgage, deed of trust, lease, note or other material agreement or instrument to which the Operating Partnership is a party or to which its properties are bound; or (c) any law, rule or regulation applicable to the Operating Partnership; or (d) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Operating Partnership except, in the cases of clauses (b), (c) and (d), for such violations or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

1.6 REIT Compliance. The Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”) for each taxable year commencing with its taxable year ending December 31, 2004, and its organization and method of operation (as described in the Registration Statement and the Prospectus) will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2013 and thereafter.

1.7 No Operation as an Investment Company. The Company is not and, after giving effect to the transactions contemplated by this Agreement and the application of the net proceeds therefrom, will not be, an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

1.8 Absence of Further Requirements. As of the Effective Date, no filing with, or consent, approval, authorization, license, registration, qualification, order or decree of any court, governmental authority or agency is required for the performance by the Company of its obligations under this Agreement or in connection with the issuance and sale by the Company of the Offered Shares, except such as may be required under the Securities Act, the Exchange Act, rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws, all of which have been made.

1.9 Absence of Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against the Company at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

1.10 Financial Statements. The financial statements of the Company included in the Registration Statement and the Prospectus, together with the related notes, present fairly the financial position of the Company, as of the date specified, in conformity with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X under the Securities Act. No other financial statements or schedules are required by Form S-11 or under the Securities Act Regulations to be included in the Registration Statement, the Prospectus or any preliminary prospectus.

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1.11 Independent Accountants. Each independent accounting firm that has audited and is reporting upon any financial statements included or to be included in the Registration Statement or the Prospectus or any amendments or supplements thereto, is, to the Company’s knowledge, and will be, an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board as is required by the Securities Act and the Securities Act Regulations.

1.12 No Material Adverse Change in Business. Except as otherwise disclosed in the Registration Statement and Prospectus, since the respective dates as of which information is provided in the Registration Statement and the Prospectus or any amendments or supplements thereto, there has been no material adverse change in the business, properties, management, financial position, results of operations or cash flows of the Company and its subsidiaries, whether or not arising in the ordinary course of business.

1.13 Material Agreements. There are no contracts or other documents required by the Securities Act or the Securities Act Regulations to be described in or incorporated by reference into the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been accurately described in all material respects in the Prospectus or incorporated or filed as required. The agreements to which the Company is a party which are described in the Registration Statement and the Prospectus have been duly authorized, executed and delivered by the Company and are legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by bankruptcy, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and except as rights to indemnification thereunder may be limited by federal or state laws, and, to the best of the Company’s knowledge, such agreements are in full force and effect and no party thereto is in breach or default under any of such agreements except where such breach or default would not have a Material Adverse Effect.

1.14 Reporting and Accounting Controls. The Company has implemented controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the Prospectus and the Registration Statement under the Securities Act and the Securities Act Regulations, the reports that it files or submits under the Exchange Act and the Exchange Act Regulations and the reports and filings that it is required to make under the applicable state securities laws in connection with the Offering are recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms and is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure; and the Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the Company’s knowledge, neither the Company nor any agent thereof has made any payment of funds of the Company or received or retained any funds, and no funds of the Company have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation applicable to the Company.

1.15 Material Relationships. No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, security holders of the Company or their respective affiliates, on the other hand, which is required to be described in the Prospectus and which is not so described.

1.16 Possession of Licenses and Permits. The Company possesses adequate permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses, singly or in the aggregate, would not have a Material Adverse Effect or as otherwise disclosed in the Registration Statement and the Prospectus; the Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not,

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singly or in the aggregate, have a Material Adverse Effect or as otherwise disclosed in the Registration Statement and the Prospectus; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect or asotherwise disclosed in the Registration Statement and the Prospectus; and the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect or as otherwise disclosed in the Registration Statement and the Prospectus.

1.17 Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation, partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation or organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock or other equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other equity interests of any Subsidiary was issued in violation of the preemptive or similar rights of any stockholder or equity holder of such Subsidiary. The only direct Subsidiaries of the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable, are the Subsidiaries described in the Registration Statement or such amendment to the Registration Statement.

1.18 Possession of Intellectual Property. Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company owns or possesses, has the right to use or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by the Company, except where the failure to have such ownership or possession would not, singly or in the aggregate, have a Material Adverse Effect.

Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company has not received any notice and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

1.19 Advertising and Sales Materials. All advertising and supplemental sales literature to be used or delivered by the Dealer Manager in connection with the Offering, whether designated solely for “broker-dealer use only” or otherwise (the “Authorized Sales Materials”) that is prepared by the Company or LaSalle Investment Management, Inc., a Maryland corporation that serves as the Company’s advisor pursuant to the terms of an advisory agreement, or any successor entity to LaSalle Investment Management, Inc. (the “Advisor”), (a) will be delivered to the Dealer Manager prior to use for the Dealer Manager’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, not misleading.

1.20 Compliance with Privacy Laws and the USA PATRIOT Act. The Company complies in all material respects with applicable privacy provisions of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended (the “USA PATRIOT Act”).

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1.21 Good and Insurable Title to Properties. Except as otherwise disclosed in the Prospectus, the Company and its Subsidiaries have good and insurable title (either in fee simple or pursuant to a valid leasehold interest) to all properties described in the Prospectus as being owned or leased, as the case may be, by them and to all properties reflected in the Company’s most recent consolidated financial statements included in the Registration Statement and the Prospectus, subject in each case to material matters of record, material matters of law, material matters that could be revealed by a survey and physical inspection of the property, and rights of parties in possession.

1.22 Registration Rights. There are no persons, other than the Company, with registration or other similar rights to have any securities of the Company registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act, or included in the Offering contemplated hereby.

1.23 Taxes. Except as disclosed in the Registration Statement and the Prospectus, the Company and its affiliates and Subsidiaries have filed all federal, state and foreign income tax returns which have been required to be filed on or before the due date (taking into account all extensions of time to file), and have paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Company and each of its Subsidiaries to the extent that such taxes or assessments have become due, except where the Company is contesting such assessments in good faith and except for such taxes and assessments the failure of which to pay would not reasonably be expected to have a Material Adverse Effect.

1.24 Authorized Use of Trademarks. Any required consent and authorization has been obtained for the use of any trademark or service mark in any advertising and supplemental sales literature or other materials delivered by the Company to the Dealer Manager or approved by the Company for use by the Dealer Manager and, to the Company’s knowledge, its use does not constitute the unlicensed use of intellectual property.

2. Covenants of the Company.

The Company covenants and agrees with the Dealer Manager that:

2.1 Compliance with Securities Laws and Regulations. The Company will: (a) use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the SEC, (ii) of the time and date of any filing of any pre-effective or post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC or under the Securities Act; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, promptly notify the Dealer Manager and, to the extent the Company determines such action is in the best interest of the Company, use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. In case the Dealer Manager is required to deliver a Prospectus in connection with sales of any of the Primary Shares at any time nine months ormore after the Effective Date, upon the Dealer Manager’s request, the Company will, at its expense, prepare and deliver to the Dealer Manager as many copies as the Dealer Manager may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

2.2 Delivery of Registration Statement, Prospectus and Sales Materials. The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Company will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended Prospectus; and (b) the Authorized Sales Materials.

2.3 Blue Sky Qualifications. The Company will use its commercially reasonable efforts to qualify the Offered Shares for offering and sale under, or to establish the exemption of the offering and sale of the Offered Shares from qualification or registration under, the applicable state securities or “blue sky” laws of each of the 50 states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands (such jurisdictions in which qualifications or

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exemptions for the offer and sale of the Offered Shares are in effect as of a relevant date are referred to herein as the “Qualified Jurisdictions”) and to maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Company will prepare and file all such post-sales filings or reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Offered Shares have been sold, provided that the Dealer Manager shall have provided the Company with any information required for such filings or reports that is in the Dealer Manager’s possession. The Company will furnish to the Dealer Manager a blue sky memorandum, prepared and updated from time to time by counsel to the Company, naming the Qualified Jurisdictions. The Company will notify the Dealer Manager promptly following a change in the status of the qualification or exemption of the Offered Shares in any jurisdiction in any respect. The Company will file and obtain clearance of the Authorized Sales Material to the extent required by applicable Securities Act Regulations and state securities laws.

2.4 Earnings Statement. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its stockholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

2.5 Continued Compliance with Securities Laws. If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager will notify the Participating Broker-Dealers to suspend the offering and sale of the Offered Shares in accordance with Section 4.11 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplemental or amended Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of the Securities Act.

2.6 Reporting Requests. The Company will comply with the requirements of the Exchange Act relating to the Company’s obligation to file and, as applicable, deliver to its stockholders periodic reports including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

2.7 No Manipulation of Market for Securities. The Company will not take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares in violation of federal or state securities laws.

2.8 Use of Proceeds. The Company will apply the proceeds from the sale of the Offered Shares as stated in the Registration Statement and the Prospectus.

2.9 Transfer Agent. The Company will engage and maintain, at its expense, a registrar and transfer agent for the Offered Shares.

2.10 Authorized Sales Materials. Prior to first use, the Company will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable SEC and state securities rules.

3. Payment of Expenses and Fees.

3.1 Company Expenses. The Company agrees to pay all costs and expenses incident to each Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including, without limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for

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offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) FINRA filing fees related to the Offering; (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 with respect to any Offering if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) with respect to such Offering to exceed 15.0% of the gross proceeds from the sale of the Primary Shares in such Offering.

3.2 Dealer Manager Expenses. In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to each Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) reimbursements for allocations of salaries for personnel of the Dealer Manager for providing services related to the procurement of Participating Broker-Dealer Agreements for any Offering; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with each Offering; (c) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, or educational conferences sponsored by the Company; (d) reasonable legal fees and other disbursements to counsel relating to the review by FINRA of all necessary documents and information regarding the Offering and the Offered Shares; and (e) customary promotional items; provided, however, that,no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with any Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares in such Offering, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3.

3.3 Due Diligence Expenses. In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse the Dealer Manager for reasonable bona fide due diligence expenses incurred by any Participating Broker-Dealer in connection with each Offering; provided, however, that no due diligence expenses shall be reimbursed by the Company pursuant to this Section 3.3 which would cause the aggregate of all Company expenses described in Section 3.1, all underwriting compensation paid to the Dealer Manager and any Participating Broker-Dealer and the due diligence expenses paid pursuant to this Section 3.3 with respect to any Offering to exceed 15.0% of the gross proceeds from the sale of the Primary Shares in such Offering. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by any Participating Broker-Dealer and their personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. The Dealer Manager shall obtain from any Participating Broker-Dealer and provide to the Company a detailed and itemized invoice for any such due diligence expenses.

4. Representations, Warranties and Covenants of the Dealer Manager.

The Dealer Manager hereby represents and warrants to, and covenants and agrees with, the Company and the Operating Partnership, as of the date hereof and at all times during the Offering Period (provided that, to the extent representations and warranties are given only as of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates), as follows:

4.1 Compliance with Applicable Laws, Rules and Regulations. The Dealer Manager represents to the Company that (i) it is a member of FINRA in good standing, and (ii) it and its employees and representatives who will perform services hereunder have all required approvals, licenses and registrations to act under this Agreement. With respect to its participation and the participation by each Participating Broker-Dealer in the offer and sale of the Offered Shares (including, without limitation any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer

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shall have agreed, to comply with any applicable requirements of the Securities Act and the Exchange Act, applicable state securities or blue sky laws, and the rules set forth in the FINRA rulebook, which currently consists of rules promulgated by FINRA, the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”).

4.2 AML Compliance. The Dealer Manager Represents to the Company that it, and by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer, has established and implemented anti-money laundering compliance programs in accordance with applicable law, including applicable FINRA Rules, Exchange Act Regulations and the USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Offered Shares. The Dealer Manager further represents that it, and by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer, is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules and (ii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

4.3 Accuracy of Information. The Dealer Manager represents and warrants to the Company and each person that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.4 Recordkeeping. The Dealer Manager agrees to comply with the record keeping requirements as may be required by the Company, any state securities commission, FINRA or the SEC, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act.

4.5 Customer Information. The Dealer Manager shall abide by and comply with (a) the privacy standards and requirements of the GLB Act; (b) the privacy standards and requirements of any other applicable federal or state law; and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

4.6 Resale of Offered Shares. The Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Participating Broker-Dealer’s participation in any resales or transfers of the Offered Shares. In addition, the Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or transfer of the Offered Shares, it and each Participating Broker-Dealer will fully comply with all applicable FINRA rules and any other applicable federal or state laws.

4.7 Blue Sky Compliance. The Dealer Manager shall cause the Primary Shares to be offered and sold only in the Qualified Jurisdictions. No Primary Shares shall be offered or sold for the account of the Company in any other states or foreign jurisdictions.

4.8 Distribution of Prospectuses. The Dealer Manager is familiar with Rule 15c2-8 under the Exchange Act, relating to the distribution of preliminary and final Prospectuses, and confirms that it has complied and will comply therewith.

4.9 Authorized Sales Materials. The Dealer Manager shall, and shall request each Participating Broker-Dealer to, use and distribute in conjunction with the offer and sale of any Offered Shares only the Prospectus and the Authorized Sales Materials. All Authorized Sales Materials that are prepared by the Dealer Manager (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of

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material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file and obtain clearance of the Authorized Sales Materials to the extent required by applicable FINRA rules. The Dealer Manager represents and warrants to the Company that it will not use (i) any sales literature prepared by the Dealer Manager and not approved by the Company, (ii) any sales literature prepared by the Company and not approved by the Dealer Manager or (iii) any “broker-dealer use only” materials with members of the public in connection with offers or sales of the Offered Shares.

4.10 Suspension or Termination of Offering. The Dealer Manager agrees, and will require that each of the Participating Broker-Dealers agree, to suspend or terminate the offering and sale of the Primary Shares upon request of the Company at any time and to resume offering and sale of the Primary Shares upon subsequent request of the Company.

4.11 Customer Complaints. The Dealer Manager hereby agrees to provide to the Company promptly upon receipt by the Dealer Manager copies of any written or otherwise documented customer complaints received by the Dealer Manager directly or otherwise from Participating Broker-Dealers relating in any way to the Offering (including, but not limited to, the manner in which the Primary Shares are offered by any Participating Broker-Dealer), the Offered Shares or the Company.

5. Sale of Primary Shares.

5.1  Appointment of Dealer Manager. The Company hereby appoints the Dealer Manager as its agent and dealer manager during the period (the “Offering Period”) commencing as of the date hereof and ending on the termination of this Agreement pursuant to the terms hereof (the “Termination Date”) to cause Participating Broker-Dealers to solicit purchasers of Primary Shares in each Offering at the purchase price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in, the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time, and the Dealer Manager agrees to use its best efforts to cause Participating Broker-Dealers to procure purchasers of Primary Shares during the Offering Period. The Primary Shares offered and sold by and through the Dealer Manager under this Agreement shall be offered and sold only by Dealer Manager and any Participating Broker-Dealers whom the Dealer Manager may retain, each of which shall be members of FINRA in good standing, pursuant to an executed Participating Broker-Dealer Agreement with such Participating Broker-Dealer, and in the case of Dealer Manager, in accordance with the terms and conditions set forth in the form of Participating Broker-Dealer Agreement in Exhibit A. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Primary Shares on said terms and conditions.

5.2 Compensation.

(a) Selling Commissions. Subject to waivers, volume discounts and other special circumstances described in or otherwise disclosed in the Prospectus under the heading “Plan of Distribution,” the Company will pay to the Dealer Manager selling commissions as described in Schedule 1 to this Agreement. The applicable selling commissions payable to the Dealer Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of shares and may be re-allowed by the Dealer Manager to Participating Broker-Dealers.

(b) Dealer Manager Fee. The Company will pay to the Dealer Manager a dealer manager fee as set forth on Schedule 1 hereto (the “Dealer Manager Fee”). The Dealer Manager may reallow a portion of the Dealer Manager Fee to Participating Broker-Dealers that meet certain thresholds of Shares under management and certain other metrics. The Dealer Manager may also re-allow a portion of the Dealer Manager Fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such broker-dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services. The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Broker-Dealers shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with respect to a particular

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Participating Broker-Dealer. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears. 

5.3 Obligations to Participating Broker-Dealers. Selling commissions received by the Dealer Manager will be re-allowed to the Participating Broker-Dealer who sold the Primary Shares giving rise to such commissions as described more fully in the Participating Broker-Dealer Agreement entered into with such Participating Broker-Dealer. Dealer Manager Fees received by the Dealer Manager may be re-allowed in whole or in part to the Participating Broker-Dealers who sold the Primary Shares giving rise to such Dealer Manager Fees in accordance with Section 5.2(b) of this Agreement and as described more fully in the Participating Broker-Dealer Agreement entered into with such Participating Broker-Dealer. The Company will not be liable or responsible to any Participating Broker-Dealer for direct payment of commissions or any reallowance of the Dealer Manager Fee to such Participating Broker-Dealer, it being the sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of the Dealer Manager Fee to Participating Broker-Dealers. Notwithstanding the foregoing, the Company, in its sole discretion, may act as agent of the Dealer Manager by making direct payment of commissions or reallowance of the Dealer Manager Fee to such Participating Broker-Dealers without incurring any liability therefor.

5.4 Suitability. The Dealer Manager will require that each Participating Broker-Dealer Agreement will require each Participating Broker-Dealer to: (a) offer Primary Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to the Dealer Manager by the Company; (b) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that the Primary Shares are qualified for sale or that such qualification is not required; (c) only offer Primary Shares in a jurisdiction if both such Participating Broker-Dealer and its registered representative making the offer are duly licensed to transact securities business in such jurisdiction; (d) comply with the provisions of the FINRA Rules, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”); (e) sell shares only to those individuals who are eligible to purchase such shares as described in the Prospectus and only through those Participating Broker-Dealers who are authorized to sell such shares; and (f) make every reasonable effort to determine the suitability and appropriateness of an investment in Primary Shares of each proposed investor solicited by a person associated with the Participating Broker-Dealer by reviewing documents and records disclosing the basis upon which the determination as tosuitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established. The Dealer Manager shall cause each Participating Broker-Dealer to retain such documents and records in compliance with the record keeping requirements provided in Section 4.5 above and to make such documents and records available to (i) the Dealer Manager upon request, (ii) the Company upon request, and (iii) representatives of the SEC, FINRA and applicable state securities administrators upon the Dealer Manager’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency.

6. Submission of Orders.

Each person desiring to purchase Primary Shares in an Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with such Offering (the “Subscription Agreement”) and to deliver to the Participating Broker-Dealer such completed and executed Subscription Agreement together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Persons purchasing Primary Shares will be instructed by the Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Jones Lang LaSalle Income Property Trust, Inc.” Purchase orders received by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time; the “close of business”) on any business day will be executed at the price per share of the class of shares being purchased calculated at the end of such business day in accordance with the procedures described in the Prospectus. Purchase orders placed after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share of the class of shares

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being purchased calculated at the end of the next business day in accordance with the procedures described in the Prospectus. No sale of Primary Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus.

If the Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by the Participating Broker-Dealer. Subscription Agreements and instruments of payment received by the Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:

(a) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then, by noon of the next business day following receipt by the Participating Broker-Dealer, the Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and

(b) where, pursuant to the internal supervisory procedures of the Participating Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by the Participating Broker-Dealer. The Final Review Office will in turn by noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company.

Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, the Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and instrument of payment for such account directly to the Company. The Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares purchased.

7. Indemnification.

7.1 Indemnified Parties Defined. For the purposes of this Section 7, an entity’s “Indemnified Parties” shall include such entity’s officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

7.2 Indemnification of the Dealer Manager and Participating Broker-Dealers. The Company will indemnify, defend (subject to Section 7.6) and hold harmless the Dealer Manager and the Participating Broker-Dealers, and their respective Indemnified Parties, from and against any losses, claims (including the reasonable cost of investigation), damages or liabilities, joint or several, to which such Participating Broker-Dealers or the Dealer Manager, or their respective Indemnified Parties, may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Company, any material breach of a covenant contained herein by the Company, or any material failure by the Company to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering, or (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any Registration Statement or in any Prospectus or (ii) in any Authorized Sales Materials or (iii) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Offered Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”), or (c) the omission or alleged omission to state a material fact required to be stated in any Registration Statement or in any Prospectus or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse each Participating Broker-Dealer or the Dealer Manager, and their respective Indemnified Parties, for any legal or other expenses

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reasonably incurred by such Participating Broker-Dealer or the Dealer Manager, and their respective Indemnified Parties, in connection with investigating or defending such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished either (x) to the Company by the Dealer Manager or (y) to the Company or the Dealer Manager by or on behalf of any Participating Broker-Dealer expressly for use in any Registration Statement or any Prospectus, but only if the party seeking indemnification furnished the written information on which the Company relied. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Notwithstanding the foregoing, as required by Section II.G. of the NASAA REIT Guidelines, the indemnification and agreement to hold harmless provided in this Section 7.2 is further limited to the extent that no such indemnification by the Company of a Participating Broker-Dealer or the Dealer Manager, or their respective Indemnified Parties, shall be permitted under this Agreement for, or arisingout of, an alleged violation of federal or state securities laws, unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (c) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which the securities were offered or sold as to indemnification for violations of securities laws.

7.3 Dealer Manager Indemnification of the Company. The Dealer Manager will indemnify, defend and hold harmless the Company, its Indemnified Parties and each person who has signed any Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a covenant contained herein by the Dealer Manager, or any material failure by the Dealer Manager to perform its obligations hereunder or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or in any Prospectus or (ii) in any Authorized Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to be stated in any Registration Statement or in any Prospectus or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of any Registration Statement or any Prospectus, or (d) any use of sales literature by the Dealer Manager not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public concerning the Offered Shares by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, in connection with the offer and sale of the Offered Shares, or (f) any material violation by the Dealer Manager of this Agreement, or (g) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement and anti-terrorist financing efforts in connection with an Offering, including applicable FINRA Rules, Exchange Act Regulations and the USA PATRIOT Act, or (h) any other failure by the Dealer Manager to comply with applicable FINRA or Exchange Act Regulations or any other applicable Federal or state laws in connection with an Offering. The Dealer Manager will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

7.4 Participating Broker-Dealer Indemnification of the Company. By virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer severally will agree to indemnify, defend and hold harmless the Company, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs

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any Registration Statement, from and against any losses, claims, damages or liabilities to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, as more fully described in the Participating Broker-Dealer Agreement.

7.5 Action Against Parties; Notification. Promptly after receipt by any indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof and the omission to so notify the indemnifying party will relieve such indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought to the extent that the indemnifying party is materially prejudiced by such omission, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 7.6) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party.

7.6 Reimbursement of Fees and Expenses. An indemnifying party under Section 7 of this Agreement shall be obligated to reimburse an indemnified party for reasonable legal and other expenses as follows:

(a) In the case of the Company indemnifying the Dealer Manager, the advancement of Company funds to the Dealer Manager for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be permissible (in accordance with Section II.G. of the NASAA REIT Guidelines) only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a stockholder of the Company or the legal action is initiated by a stockholder of the Company acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Dealer Manager undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the Dealer Manager is found not to be entitled to indemnification.

(b) In any case of indemnification other than that described in Section 7.6(a) above, the indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been participating by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

8. Contribution.

If the indemnification provided for in Section 7 hereof is for any reason unavailable or insufficient to hold harmless the Company, the Dealer Manager, a Participating Broker-Dealer or any Indemnified Party thereof in respect of any losses, liabilities, claims, damages or expenses referred to in Section 7 hereof, then the Company, the Dealer Manager and the Participating Broker-Dealer shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses as incurred, (a) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Participating Broker-Dealer, respectively, from the

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offering of the Primary Shares pursuant to this Agreement and the relevant Participating Dealer Agreement or (b) if the allocation provided by clause (a) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Company, the Dealer Manager and the Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by Company, the Dealer Manager and the Participating Broker-Dealer, respectively, in connection with the offering of the Primary Shares pursuant to this Agreement and the relevant Participating Dealer Agreement shall be deemed to be in the same respective proportion as the total net proceeds from the offering of the Primary Shares pursuant to this Agreement and the relevant Participating Broker-Dealer Agreement (before deducting expenses) received by the Company, and the total selling commissions and Dealer Manager Fees received by the Dealer Manager and the Participating Broker-Dealer, respectively, bear to the aggregate public offering price of the Primary Shares.

The relative fault of the Company, the Dealer Manager and the Participating Broker-Dealer, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by the Company, the Dealer Manager and the Participating Broker-Dealer, respectively, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

9. Survival of Provisions.

The respective agreements, representations and warranties of the Company, and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect until the Termination Date regardless of: (a) any investigation made by or on behalf of the Dealer Manager or any Participating Broker-Dealer or any person controlling the Dealer Manager or any Participating Broker-Dealer or by or on behalf of the Company or any person controlling the Company; and (b) the delivery of payment for the Offered Shares. Following the termination of this Agreement, this Agreement will become void and there will be no liability of any party to any other party hereto, except for obligations under Sections 2.4, 2.9, 7, 8, 9, 10, 12, 13, 14 and 16, all of which will survive the termination of this Agreement. In addition, the Company’s obligation to pay expenses incurred under Section 3.3 and compensation earned under Section 5.2 with respect to Primary Shares sold prior to the Termination Date will survive the termination of this Agreement. The Dealer Manager’s obligation to pay the reallowance portions of the Dealer Manager Fee that it has agreed to pay to a Participating Broker-Dealer pursuant to Participating Broker-Dealer Agreements executed prior to the Termination Date will survive the termination of this Agreement unless and until the Company has provided written notice to the Dealer Manager that the Company or its agent will assume the responsibility to pay the Dealer Manager Fee reallowance to such Participating Broker-Dealers.

10. Applicable Law; Venue.

This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by the laws of, the State of Maryland; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 10. Venue for any action brought hereunder shall lie exclusively in Chicago, Illinois.

11. Counterparts.

This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

12. Entire Agreement.

This Agreement and the Exhibit attached hereto constitute the entire agreement among the parties and supersede any prior understanding, whether written or oral, prior to the date hereof with respect to the Offering. This Agreement amends and restates the Dealer Manager Agreement, dated January 5, 2015, by and between the Company and the Dealer Manager (“Dealer Manager Agreement”), as amended by the First Amendment to Dealer

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Manager Agreement by and between the Dealer Manager and the Company, dated April 1, 2017, the Second Amendment to Dealer Manager Agreement by and between the Dealer Manager and the Company, dated April 2, 2018, and the Third Amendment to Dealer Manager Agreement by and between the Dealer Manager and the Company, dated April 2, 2018.

13. Successors and Amendment.

13.1 Successors. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and their respective successors and permitted assigns and shall inure to the benefit of the Participating Broker-Dealers to the extent set forth in Sections 1 and 5 hereof. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. Each Participating Broker-Dealer is a third party beneficiary with respect to this Agreement and may enforce its rights against any party to this Agreement.

13.2 Assignment. Neither the Company nor the Dealer Manager may assign or transfer any of such party’s rights or obligations under this Agreement without the prior written consent of the Dealer Manager, on the one hand, or the Company, acting together, on the other hand.

13.3 Amendment. This Agreement may be amended only by the written agreement of the Dealer Manager and the Company.

14. Term and Termination.

14.1 Termination. Either party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. This Agreement will automatically terminate, and be of no further force and effect, in the event Dealer Manager delivers a timely Withdrawal Notice pursuant to Section 14.2.

14.2 Withdrawal. The Company shall promptly provide the Dealer Manager with (i) copies of all post-effective amendments to any Registration Statement and supplements to any Prospectus filed by the Company with the SEC, (ii) copies of all pre-effective amendments to any Registration Statement filed with the SEC, and (iii) such additional filings or information, including any contemplated amendments to Schedule 1 hereto, in connection with any Offering, as Dealer Manager shall reasonably request in connection with the satisfaction of Dealer Manager’s due diligence obligations with respect to any Offering. The Company shall provide the Dealer Manager with written notice of the Effective Date with respect to any Offering at least 10 calendar days prior to such Effective Date. In the event that the Dealer Manager elects not to participate in the distribution of any Offering, Dealer Manager shall provide the Company with written notice of such election (a “Withdrawal Notice”) prior to the Effective Date of the Registration Statement for such Offering.

14.3 Actions Upon Termination. Upon the termination of this Agreement, (a) the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5, offset by any losses suffered by the Company or any officer or director of the Company arising from the Dealer Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 7 herein, and (b) the Dealer Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering and that are not designated as “dealer” copies.

15. Confirmation.

The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of dealers or brokers who sell the Offered Shares all orders for purchase of Offered Shares accepted by the Company. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager.

16. Notices.

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Any notice, approval, request, authorization, direction or other communication under this Agreement shall be deemed given (a) when delivered personally, (b) on the first business day after delivery to a national overnight courier service, or (c) on the fifth business day after deposited in the United States mail, properly addressed and stamped with the required postage, registered or certified mail, return receipt requested, in each case to the intended recipient at the address set forth below:

If to the Company or the Operating Partnership:	Jones Lang LaSalle Income Property Trust, Inc.
	333 West Wacker Drive
	Chicago, Illinois 60606
	Attention: Chief Executive Officer
If to the Dealer Manager:	LaSalle Investment Management Distributors, LLC
	333 West Wacker Drive
	Chicago, Illinois 60606
	Attention: General Counsel

Any party may change its address specified above by giving the other party notice of such change in accordance with this Section 16.

17. Rights and Obligations. The Operating Partnership unconditionally agrees to accept such rights, duties, liabilities and obligations provided for under this Agreement jointly and severally with the Company and agrees to pay, perform and discharge, as and when due, all of such obligations under this Agreement accruing on and after April 1, 2018; provided; however, that such agreement does not in any way release the Company from or discharge, supersede or replace the Company’s obligations under the Agreement.

[Signatures on following page.]

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If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.

Very truly yours,
“COMPANY”
JONES LANG LASALLE INCOME PROPERTY TRUST, INC. By: /s/ C. Allan Swaringen Name: C. Allan Swaringen Title: President and CEO “OPERATING PARTNERSHIP”
JLLIPT Holdings LP
By:	JLLIPT HOLDINGS GP, LLC its General Partner
By:	JONES LANG LASALLE INCOME PROPERTY TRUST, INC., its sole Member and Manager
By:	Name: C. Allan Swaringen Title: President and CEO

Accepted and agreed as of the date first above written:

“DEALER MANAGER”

LASALLE INVESTMENT MANAGEMENT DISTRIBUTORS, LLC

By: /s/ Alok Gaur            

Name: Alok Gaur    

Title: President

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SCHEDULE 1

TO

DEALER MANAGER AGREEMENT WITH

JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

SCHEDULE TO AGREEMENT DATED: ______________________________________

A.    Shares Authorized to Sell.

    Dealer Manager is authorized to sell Class A and Class M Primary Shares according to the terms and conditions set forth in this Schedule 1 and in accordance with all other express or implied terms and conditions of the Agreement. Dealer Manager agrees to and will be authorized to sell Class A-I and Class M-I Primary Shares and receive compensation in connection thereto according to the following terms and conditions and in accordance with all other express or implied terms and conditions of the Agreement, at such time as those share classes become registered with the Commission and available for distribution. Capitalized terms used and not defined herein shall have the same meaning as set forth in the Agreement.

B. Terms and Conditions of the Selling Commissions.

The Company will pay Dealer Manager selling commissions in the amount of up to (i) 3.0% of the NAV per Class A Share of each sale of Class A Primary Shares and (ii) 1.5% of the NAV per Class A-I Share of each sale of Class A-I Primary Shares, unless a reduced amount is agreed to in the participating broker-dealer agreement for the Participating Broker-Dealer which made that particular sale. The Company will not pay to the Dealer Manager any selling commissions in respect of the sale of any Class M or Class M-I shares or DRIP Shares.

All selling commissions payable to Dealer Manager for sales of Class A and Class A-I Primary Shares will be deducted from the monies submitted to the Company by Participating Broker-Dealers on behalf of the purchaser and delivered on a weekly basis to Dealer Manager.

C. Terms and Conditions of the Dealer Manager Fee.

The Company will pay to the Dealer Manager a Dealer Manager Fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (i) 0.85% of the Company’s NAV for all outstanding Class A shares for such day, (ii) 0.30% of the Company’s NAV for all outstanding Class A-I shares for such day, (iii) 0.30% of the Company’s NAV for all outstanding Class M shares for such day, and (iv) .00% of the Company’s NAV for all outstanding Class M-I shares for such day; in each case the foregoing amounts shall be payable unless the Dealer Manager notifies the Company that it has elected to waive a portion of the Dealer Manager Fee for any given period, in which event the agreed-upon lesser Dealer Manager Fee shall be payable.

Notwithstanding the termination of any Offering or this Agreement, the Company will continue paying the Dealer Manager Fee with respect to shares sold in such Offering prior to the Termination Date for so long as such shares remain outstanding and until the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to such shares equals 10% of the gross proceeds from the sale of Primary Shares in such Offering (or, with respect to Primary Shares sold by a particular Participating Broker-Dealer, a lower limit as set forth in the Participating Broker-Dealer Agreement between the Dealer Manager and the applicable Participating Broker-Dealer in effect on the date upon which such Primary Shares were sold).

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“DEALER MANAGER”
LASALLE INVESTMENT MANAGEMENT DISTRIBUTORS, LLC
Name:
Title:
“COMPANY”
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
Name:
Title:
JLLIPT Holdings LP
By:	JLLIPT HOLDINGS GP, LLC its General Partner
By:	JONES LANG LASALLE INCOME PROPERTY TRUST, INC., its sole Member and Manager
By:
	Name: C. Allan Swaringen Title: President and CEO

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EXHIBIT A

FORM OF PARTICIPATING BROKER-DEALER AGREEMENT

JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Public Offering in Shares of Common Stock, $0.01 par value per share
Dated: ________, 2018

Ladies and Gentlemen:

Subject to the terms described herein, LaSalle Investment Management Distributors, LLC, as the dealer manager (the “Dealer Manager”) for Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Broker-Dealer”) to participate in (1) the distribution, on a “best efforts” basis of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) being offered to the public pursuant to a Registration Statement on Form S-11, on file with and declared effective by the U. S. Securities and Exchange Commission (the “Commission”) as of the date hereof (the “Current Offering”), consisting of (a) a primary offering; and (b)  shares of Common Stock being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP”), and (2) the distribution, on a “best efforts” basis, of shares of any class of Common Stock offered from time to time hereafter in any public offering (each a “Follow-On Offering”) registered under the Securities Act of 1933, as amended (“Securities Act”), pursuant to a Registration Statement on Form S-11 filed with the Commission. As used in this Agreement, (a) the term “Primary Shares” means shares of Common Stock offered and sold to the public pursuant to the Company’s primary offering, including the primary offering of the Current Offering and any Follow-On Offering, (b) the term “DRIP Shares” means shares of Common Stock offered to stockholders of the Company pursuant to the DRIP as currently in effect at any time, (c) the term “Offering” means the Current Offering or Follow-On Offering, as appropriate, and as used herein refers to a public offering of Common Stock pursuant to the Registration Statement on Form S-11 filed with the Commission for the registration of the Offered Shares to be sold in such public offering, and (d) the term “Offered Shares” means the Primary Shares, together with DRIP Shares, to be sold in any Offering.

Primary Shares are to be issued and sold to the public at a purchase price equal to the Company’s net asset value (“NAV”) applicable to the class of shares being purchased on such day determined after the close of business on each business day, divided by the number of shares of that class outstanding as of the close of business on such date (as calculated in accordance with the procedures described in the Prospectus, as hereinafter defined), plus any, applicable selling commissions, subject in certain circumstances to waivers or reductions thereof.  For stockholders who participate in the DRIP, the cash distributions attributable to the class of shares that each stockholder owns will be automatically invested in additional shares of the same class.   DRIP Shares are to be issued and sold to stockholders of the Company at a purchase price equal to the Company’s NAV per share of that share class on such day prior to giving effect to any share purchases or redemptions to be effected on such day (as calculated in accordance with the procedures described in the Prospectus, as hereinafter defined). 

A registration statement on Form S-11 has been prepared by the Company in accordance with applicable requirements of the Securities Act and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”), for the registration of the Offered Shares to be sold in the Current Offering. Such registration statement includes a preliminary prospectus and such amendments thereto and such amended prospectuses as may have been required through the date hereof, and the Company will file such additional amendments and supplements thereto as may hereafter be

required. Copies of such registration statement and each amendment thereto have been or will be delivered to Participating Broker-Dealer. As used in this agreement, the term “Registration Statement” means a registration statement on Form S-11 on file with and declared effective by the Commission, as amended through the date hereof, provided that, if the Company files any post-effective amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement as so amended by the last post-effective amendment declared effective by the Commission; and provided further, that, with respect to any Follow-On Offering, the term “Registration Statement” means the registration statement filed with the Commission by the Company in accordance with applicable requirements of the Securities Act and the Securities Act Regulations for the registration of the Offered Shares to be sold in such Follow-On Offering and declared effective by the Commission, as amended by the last post-effective amendments thereto declared effective by the Commission. As used herein, the term “Prospectus” shall refer to the prospectus, as amended or supplemented, on file with the Commission at the Effective Date (as defined below) of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), including any Prospectus on file with respect to any Follow-On Offering; provided, that if such Prospectus is amended or supplemented after the Effective Date, the term “Prospectus” shall refer to such Prospectus as amended or supplemented to date, and if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Securities Act Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Regulations from and after the date on which it shall have been filed with the Commission. As used in this agreement, the term “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto, including any Registration Statement prepared and filed with the Commission by the Company to register Offered Shares to be sold in a Follow-On Offering, is or was first declared effective by the Commission. The terms Registration Statement and Prospectus, in all cases, shall include the documents, if any, incorporated by reference therein.

I.Dealer Manager Agreement.

The Dealer Manager has entered into a dealer manager agreement with the Company and JLLIPT Holdings LP (the “Operating Partnership”)which is in effect as of the date hereof (the “Dealer Manager Agreement”). Upon effectiveness of this Participating Broker-Dealer Agreement (this “Agreement”), (a) you will become one of the Participating Broker-Dealers referred to in the Dealer Manager Agreement, and (b) in the event that the Dealer Manager enters into a new or amended or restated dealer manager agreement with the Company and the Operating Partnership subsequent to the date hereof in connection with a Follow-On Offering (any such agreement a “Follow-On Dealer Manager Agreement”), you will become one of the “Participating Broker-Dealers” (or such similar terminology as is used in such Follow-On Dealer Manager Agreement) referred to in such Follow-On Dealer Manager Agreement, subject to Participating Dealer’s right to deliver a Withdrawal Notice pursuant to Section XI(b) of this Agreement. All capitalized terms used and not defined in this Agreement shall have the meaning ascribed to such terms in the Dealer Manager Agreement, or, as applicable, in any Follow-On Dealer Manager Agreement.

II.Sale of Shares.

Participating Broker-Dealer hereby agrees to use its best efforts to sell Primary Shares in each Offering for cash on the terms and conditions stated in the Prospectus on file with respect to each Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time. Nothing in this Agreement shall be deemed or construed to make

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Participating Broker-Dealer an employee, agent, representative, partner of the Dealer Manager or the Company, and Participating Broker-Dealer is not authorized to act for the Dealer Manager or the Company or to make any representations on their behalf except as set forth in any Prospectus and any printed sales literature or other materials delivered to Participating Broker-Dealer by the Dealer Manager.

III.Submission of Orders.

Each person desiring to purchase Primary Shares in an Offering will be required to complete and execute a subscription agreement provided by the Company to the Dealer Manager and each Participating Broker-Dealer for use in connection with the Offering (the “Subscription Agreement”) and to deliver to Participating Broker-Dealer such completed and executed Subscription Agreement together with a check, draft or wire (hereinafter referred to as an “instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Persons purchasing Primary Shares will be instructed by Participating Broker-Dealer to make their instruments of payment payable to or for the benefit of “Jones Lang LaSalle Income Property Trust, Inc.” Participating Broker-Dealer acknowledges and agrees that it shall only submit to the Company a Subscription Agreement for a person who has been in receipt of the Prospectus for at least five business days prior to the date that it submits the Subscription Agreement to the Company.

Subscriptions processed and accepted by the Company prior to the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern time, referred to herein as the “close of business”) on any business day will be executed at the NAV per share for the class of shares being purchased calculated as of that day and as posted on the Company’s website, plus any applicable selling commissions described in the Prospectus. Subscriptions processed and accepted by the Company after the close of business on any business day, or on a day that is not a business day, will be executed at the price per share for the class of shares being purchased calculated as of the following business day, plus any applicable selling commissions described in the Prospectus. A purchaser will be contractually obligated to purchase Primary Shares in the aggregate dollar amount of the purchaser’s subscription as of the close of business on the date the subscription is accepted by the Company. If Participating Broker-Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, Participating Broker-Dealer shall return such Subscription Agreement and instrument of payment directly to such purchaser not later than the end of the second business day following receipt by the Participating Broker-Dealer. Subscription Agreements and instruments of payment received by Participating Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods:

(a)where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from purchasers, then, by noon of the next business day following receipt by Participating Broker-Dealer, Participating Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Company or to such other account or agent as directed by the Company; and

(b)where, pursuant to Participating Broker-Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location (the “Final Review Office”), then Subscription Agreements and instruments of payment will be transmitted by Participating Broker-Dealer to the Final Review Office by noon of the next business day following receipt by Participating Broker-Dealer. The Final Review Office will in turn, by noon of the next business day following receipt by the Final Review Office, transmit such Subscription Agreements and

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instruments of payment to the Company or to such other account or agent as directed by the Company. Participating Broker-Dealer understands that the Company reserves the unconditional right to reject any order for any or no reason.

Notwithstanding the foregoing, with respect to any Primary Shares to be purchased by a custodial account, Participating Broker-Dealer shall cause the custodian of such account to deliver a Subscription Agreement and an instrument of payment for such account directly to the Company. Participating Broker-Dealer shall furnish to the Company with each delivery of Subscription Agreements and instruments of payment a list of the purchasers showing the name, address, tax identification number, state of residence and dollar amount of Primary Shares to be purchased.

IV.    Participating Broker-Dealer’s Compensation.

    Subject to waivers, volume discounts or other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Broker-Dealer’s selling commissions applicable to its sales of Primary Shares that it is authorized to sell hereunder are described in Schedule 1 to this Agreement. No selling commissions are payable with respect to sales of any shares issued as a result of the reinvestment of any distributions pursuant to the DRIP.

    For these purposes, a “sale of Primary Shares” shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering documents and the Company has thereafter distributed any commission to the Dealer Manager in connection with such transaction. Participating Broker-Dealer hereby waives any and all rights to receive from the Dealer Manager payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. Participating Broker-Dealer affirms that the Dealer Manager’s liability for commissions payable to Participating Broker-Dealer is limited solely to the commissions received by the Dealer Manager from the Company associated with Participating Broker-Dealer’s sale of Primary Shares as described in Schedule 1 to this Agreement.

    Participating Broker-Dealer shall be responsible for implementing appropriate volume discounts and other special circumstances where discounted selling commissions may apply, provided that any such arrangement shall be described in or as otherwise permitted pursuant to the “Plan of Distribution” section of the Prospectus. Requests to combine subscriptions of the same class of Primary Shares as a part of a combined order for the purpose of qualifying for selling commission discounts or fee waivers as described in the “Plan of Distribution” section of the Prospectus must be made in writing by Participating Broker-Dealer, and any resulting reduction in selling commissions will be prorated among the separate subscribers.

In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the Dealer Manager Fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Broker-Dealers that meet certain thresholds of shares under management and certain other metrics. The Dealer Manager may also reallow a portion of the Dealer Manager fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such brokerdealer performs, including ministerial, recordkeeping, sub-accounting, stockholder services and other administrative services. Participating Broker-Dealer will not be entitled to any reallowance of Dealer Manager Fees with respect to shares sold in any Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid solely with respect to such Offering equals 10% of the gross proceeds from the sale of

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Primary Shares in such Offering or such other limitation (if any) imposed by FINRA on FINRA members participating in such Offering. The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Broker-Dealer is described in Schedule 1 to this Agreement.

Participating Broker-Dealer acknowledges and agrees that no selling commissions will be paid or reallowed in connection with the sale of any DRIP Shares.

The parties hereby agree that (i) the foregoing selling commissions and Dealer Manager Fees are not in excess of the usual and customary compensation received in the sale of securities similar to the Primary Shares, (ii) Participating Broker-Dealer’s interest in any Offering is limited to the selling commissions and Dealer Manager Fees referred to in this Section IV and Participating Broker-Dealer’s indemnity referred to in Section XII herein, and (iii) the Company is not liable or responsible for the direct payment of selling commissions and Dealer Manager Fees to Participating Broker-Dealer. In addition, as set forth in the Prospectus, the Dealer Manager may reimburse Participating Broker-Dealer for reasonable bona fide due diligence expenses incurred by Participating Broker-Dealer. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket expenses incurred by Participating Broker-Dealer and its personnel when visiting the Company’s offices or properties to verify information relating to the Company or its properties. Participating Broker-Dealer shall provide a detailed and itemized invoice for any such due diligence expenses, and no such expenses shall be reimbursed absent a detailed and itemized invoice.

Participating Broker-Dealer acknowledges that the Offered Shares shall not be included for the purposes of calculating compensation due to Participating Broker-Dealer pursuant to any arrangements other than this Agreement between Participating Broker-Dealer and the Dealer Manager or any entity controlling, controlled by, or under common control with the Dealer Manager.

V.Payment of Selling Commissions and Dealer Manager Fees.

Payments of selling commissions and Dealer Manager Fees will be made by the Dealer Manager (or by the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to Participating Broker-Dealer. Unless otherwise provided in Schedule 1 to this Agreement, selling commissions and Dealer Manager Fees will be paid to Participating Broker-Dealer within 30 days after receipt by the Dealer Manager, or, if the Company (as the agent of the Dealer Manager) pays such selling commissions or Dealer Manager Fees directly to Participating Broker-Dealer, then the Company shall pay (i) such selling commissions within 30 days of the execution by the Company of orders to purchase Primary Shares sold by Participating Broker-Dealer, and (ii) such Dealer Manager Fees within 30 days after the end of each calendar quarter in which such Dealer Manager Fees have been earned by Participating Broker-Dealer in accordance with the provisions of Schedule 1 hereto. To the extent Dealer Manager Fees are to be paid by Dealer Manager, Participating Broker-Dealer agrees to waive payment of such fees until such time as they are received by the Dealer Manager.

Participating Broker-Dealer, in its sole discretion, may authorize Dealer Manager (or the Company as the agent of the Dealer Manager, as provided in the Dealer Manager Agreement) to deposit selling commissions and Dealer Manager Fees and other payments due to it pursuant to this Agreement directly to its bank account. If Participating Broker-Dealer so elects, Participating Broker-Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.

VI.Right to Reject Orders or Cancel Sales.

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All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order for any or no reason. Orders not accompanied by the required instrument of payment for Primary Shares may be rejected. Issuance and delivery of Primary Shares will be made only after actual receipt of payment therefor. The Company or its agent shall advise the Participating Broker-Dealer no later than the next business day after receipt by the Company or its agent of an order if the Company intends to reject the order. In the event an order is rejected, canceled or rescinded for any reason, Participating Broker-Dealer agrees to return to the Dealer Manager any selling commissions and Dealer Manager Fees theretofore paid with respect to such order, and, if Participating Broker-Dealer fails to so return any such amounts, the Dealer Manager shall have the right to offset amounts owed against future selling commissions or Dealer Manager Fees due and otherwise payable to Participating Broker-Dealer.

VII.Prospectus and Authorized Sales Materials.

Participating Broker-Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning Offered Shares except as set forth in: (1) the Prospectus and (2) the Authorized Sales Materials. The Dealer Manager will supply Participating Broker-Dealer with reasonable quantities of the Prospectus (including any supplements thereto), as well as any Authorized Sales Materials, for delivery to investors, and Participating Broker-Dealer will deliver a copy of the Prospectus (including all supplements thereto) to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell Primary Shares to an investor. Participating Broker-Dealer agrees that it will not send or give any supplements to the Prospectus or any Authorized Sales Materials to any investor unless it has previously sent or given a Prospectus and all supplements thereto to that investor or has simultaneously sent or given a Prospectus and all supplements thereto with such Prospectus supplement or Authorized Sales Materials. Participating Broker-Dealer agrees that it will not show or give to any investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Offered Shares to members of the public. Participating Broker-Dealer agrees that it will not use in connection with the offer or sale of Offered Shares any materials or writings which have not been previously approved by the Company other than the Prospectus and the Authorized Sales Materials. Participating Broker-Dealer agrees that it is responsible for ensuring that all final Prospectuses have been delivered as required for compliance with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

VIII.License and Association Membership.

Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company and the Dealer Manager that Participating Broker-Dealer is a properly registered or licensed broker-dealer, duly authorized to sell Primary Shares under Federal and state securities laws and regulations in all states where it offers or sells Primary Shares, and that it is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and is registered under the Exchange Act. Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the jurisdictions identified on Schedule 3 to this Agreement and that its independent contractors and registered representatives who will participate in offering Primary Shares have the appropriate licenses(s) to offer and sell Primary Shares in such jurisdictions. This Agreement shall automatically terminate if Participating Broker-Dealer ceases to be a member in good standing of FINRA, or with the securities commission of the state in which Participating Broker-Dealer’s principal office is located. Participating Broker-Dealer agrees to notify the Dealer Manager immediately if Participating Broker-Dealer ceases to be a member in good standing of FINRA or with the securities commission of any state in which

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Participating Broker-Dealer is currently registered or licensed. Participating Broker-Dealer also hereby agrees to abide by the rules set forth in the FINRA rulebook applicable to Participating Broker-Dealer, which currently consists of rules promulgated by FINRA and the National Association of Securities Dealers (“NASD”) and the New York Stock Exchange (collectively, the “FINRA Rules”), specifically including, but not limited to, FINRA Rule 2310, FINRA Rule 5110, FINRA Rule 5141, NASD Rule 2340 and NASD Rule 2420.

IX.Anti-Money Laundering Compliance Programs.

Participating Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company and the Dealer Manager that Participating Broker-Dealer has established and implemented an anti-money laundering compliance program (“AML Program”) in accordance with applicable law, including applicable FINRA Rules, rules promulgated by the Commission (the “Commission Rules”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001, as amended by the USA Patriot Improvement and Reauthorization Act of2005 (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act” and together with the USA PATRIOT Act, the “AML Rules”), reasonably expected to detect and cause the reporting of suspicious transactions in connection with the sale of Primary Shares. Participating Broker-Dealer covenants that it will perform all activities it is required to perform by applicable AML Rules and its AML Program with respect to all customers on whose behalf Participating Broker-Dealer submits orders to the Company. To the extent permitted by applicable law, Participating Broker-Dealer will share information with the Dealer Manager and the Company for purposes of ascertaining whether a suspicious activity report is warranted with respect to any suspicious transaction involving the purchase or intended purchase of Primary Shares.

Upon request by the Dealer Manager at any time, Participating Broker-Dealer hereby agrees to (i) furnish a written copy of its AML Program and relevant legal requirements to the Dealer Manager for review, (ii) provide annual certification to the Dealer Manager that Participating Broker-Dealer has complied with the provisions of its AML Program, and (iii) furnish information regarding the findings and any remedial actions taken in connection with Participating Broker-Dealer’s most recent independent testing of its AML Program. Participating Broker-Dealer further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and Participating Broker-Dealer hereby covenants to remain in compliance with such requirements and shall, upon request by the Dealer Manager, provide a certification to Dealer Manager that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, (ii) it has continued to implement its AML Program, and (iii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

X.Limitation of Offer; Suitability.

Participating Broker-Dealer will: (a) sell Primary Shares only to persons who meet the suitability standards set forth in the Prospectus or in any suitability letter or memorandum sent to the Dealer Manager by the Company; (b) make offers only to persons in the jurisdictions in which the Dealer Manager is advised in writing by the Company that Primary Shares are qualified for sale or that such qualification is not required; (c) only offer Primary Shares in a jurisdiction if both such Participating Broker-Dealer and its registered representative making the offer are duly licensed to transact securities

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business in such jurisdiction; (d) comply with the provisions of the FINRA Conduct Rules, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Section III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA REIT Guidelines”); (e) sell Primary Shares only (i) to the extent approved by the Dealer Manager as set forth on Schedule 1 to this Agreement and (ii) to those persons that are eligible to purchase Primary Shares as described in the Prospectus; and (f) make every reasonable effort to determine the suitability and appropriateness of an investment in Primary Shares of each proposed investor solicited by a person associated with Participating Broker-Dealer by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each such proposed investor, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained, or accounts hereafter established.

Participating Broker-Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Primary Shares to an investor, Participating Broker-Dealer, or a person associated with Participating Broker-Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the Commission, any state securities commission, FINRA or the Company) concerning such investor’s age, investment objectives, other investments, financial situation and needs, and any other information known to Participating Broker-Dealer, or person associated with Participating Broker-Dealer, that (A) the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits to the extent they are a significant aspect of the Offered Shares, (B) the investor has a fair market net worth sufficient to sustain the risks inherent in an investment in Primary Shares in the amount proposed, including loss and lack of liquidity of such investment, and (C) an investment in Primary Shares is otherwise suitable for such investor. Participating Broker-Dealer agrees to retain documents and records of the information used to determine that an investment in Primary Shares is suitable and appropriate for each such proposed investor in Participating Broker-Dealer’s records for a period of six years from the date of the applicable sale of Primary Shares, to otherwise comply with the record keeping requirements provided in Section XIV below and to make such documents and records available to (i) the Dealer Manager and the Company upon request, and (ii) representatives of the Commission, FINRA and applicable state securities administrators upon Participating Broker-Dealer’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency. Participating Broker-Dealer shall not purchase any Primary Shares for a discretionary account without obtaining the prior written approval of Participating Broker-Dealer’s customer and such customer’s completed and executed Subscription Agreement.

XI.Due Diligence; Adequate Disclosure.

(a)    Prior to offering Primary Shares for sale in any Offering, Participating Broker-Dealer shall have conducted an inquiry such that Participating Broker-Dealer has reasonable grounds to believe, based on information made available to Participating Broker-Dealer by the Company or the Dealer Manager through the Prospectus on file with respect to such Offering or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating a purchase of Primary Shares. In determining the adequacy of disclosed facts pursuant to the foregoing, Participating Broker-Dealer may obtain, upon request, information on material facts relating at a minimum to the following: (1) items of compensation; (2) physical properties; (3) tax aspects; (4) financial stability and experience of the Company and its advisor and sub-advisor; (5) conflicts and risk factors; and (6) appraisals and other pertinent reports. Notwithstanding the foregoing, Participating Broker-Dealer may rely upon the

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results of an inquiry conducted by an independent third party retained for that purpose or another broker-dealer participating in the distribution of the Primary Shares pursuant to an agreement with the Dealer Manager (an “Other Dealer”), provided that: (1) Participating Broker-Dealer has reasonable grounds to believe that such inquiry was conducted with due care by said independent third party or such Other Dealer; (2) the results of the inquiry were provided to Participating Broker-Dealer with the consent of the Other Dealer conducting or directing the inquiry; and (3) no Other Dealer that participated in the inquiry is an affiliate of the Company. Prior to the sale of Primary Shares, Participating Broker-Dealer shall ensure that it has provided to each prospective purchaser the disclosure required by FINRA Rule 2310(b)(3).

(b)    The Dealer Manager shall promptly provide Participating Broker-Dealer with (i) copies of all post-effective amendments to any Registration Statement and supplements to any Prospectus filed by the Company with the Commission, (ii) copies of all pre-effective amendments to any Registration Statement filed with the Commission, and (iii) such additional filings or information, including any contemplated amendments to Schedule 1 hereto in connection with any Offering, as Participating Broker-Dealer shall reasonably request in connection with the satisfaction of Participating Broker-Dealer’s due diligence obligations with respect to any Offering. The Dealer Manager shall provide Participating Broker-Dealer with written notice of the Effective Date with respect to any Offering at least 10 calendar days prior to such Effective Date. In the event that the Participating Broker-Dealer elects not to participate in the distribution of any Offering, Participating Broker-Dealer shall provide the Company and the Dealer Manager with written notice of such election (a “Withdrawal Notice”) prior to the Effective Date of the Registration Statement for such Offering.

XII.Reserved.

XIII.Electronic Signatures and Electronic Delivery of Documents.

If Participating Broker-Dealer has adopted or adopts a process by which persons may authorize certain account-related transactions and/or requests, in whole or in part, by “Electronic Signature” (as such term is defined by the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the Uniform Electronic Transactions Act, as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and as adopted by the relevant jurisdiction(s) where Participating Broker-Dealer is licensed, and applicable rules, regulations and/or guidance relating to the use of electronic signatures issued by the SEC, FINRA and NASAA including, as applicable, the NASAA Statement of Policy Regarding Use of Electronic Offering Documents And Electronic Signatures, adopted May 8, 2017, as amended (collectively, “Electronic Signature Law”)), to the extent the Company allows the use of Electronic Signature, in whole or in part, Participating Broker-Dealer represents that: (i) each Electronic Signature will be genuine; (ii) each Electronic Signature will represent the signature of the person required to sign the Subscription Agreement or other form to which such Electronic Signature is affixed; and (iii) Participating Broker-Dealer will comply with all applicable terms of the Electronic Signature Law.

If Participating Broker-Dealer intends to use electronic delivery to distribute the Prospectus or other documents related to the Company to any person, Participating Broker-Dealer will comply with all applicable rules, regulations and/or guidance relating to the electronic delivery of documents issued by the SEC, FINRA, NASAA and individual state securities administrators and any other applicable laws or regulations related to the electronic delivery of offering documents including, as appropriate, Electronic Signature Law. In addition, and without limitation, Participating Broker-Dealer shall comply with the

9

requirement under certain Statements of Policy adopted by NASAA that a sale of Offered Shares shall not be completed until at least five business days after the Prospectus has been delivered to the investor. Participating Broker-Dealer shall obtain and document its receipt of the informed consent to receive documents electronically of persons, which documentation shall be maintained by Participating Broker-Dealer and made available to the Company and/or the Dealer Manager upon request.

Participating Broker-Dealer represents that the Company may accept any Electronic Signature without any responsibility to verify or authenticate that it is the signature of Participating Broker-Dealer’s client given with such client’s prior authorization and consent. Participating Broker-Dealer represents that the Company may act in accordance with the instructions authorized by Electronic Signature without any responsibility to verify that Participating Broker-Dealer’s client intended to give the Electronic Signature for the purpose of authorizing the instruction, transaction or request and that Participating Broker-Dealer’s client received all disclosures required by applicable Electronic Signature Law. Participating Broker-Dealer agrees to provide a copy of each Electronic Signature and further evidence supporting any Electronic Signature upon request by the Company or Dealer Manager.

XIV.Indemnification.

For the purposes of this Section XIV, an entity’s “Indemnified Parties” shall include such entity’s officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(a) Participating Broker-Dealer severally agrees to indemnify, defend and hold harmless the Company, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs any Registration Statement, from and against any losses, claims, damages or liabilities to which the Company , the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed any Registration Statement, may become subject, under the Securities Act or otherwise, insofar as such losses, claims (including the reasonable cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy in a representation or warranty by Participating Broker-Dealer, any material breach of a covenant by Participating Broker-Dealer, or any material failure by Participating Broker-Dealer to perform its obligations hereunder, (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any Registration Statement, or any Prospectus (ii) in any Authorized Sales Materials, or (iii) in any application to qualify Offered Shares for offer and sale under the applicable state securities or “blue sky” laws of any state or jurisdiction, (c) the omission or alleged omission to state a material fact required to be stated in any Registration Statement or in any Prospectus or necessary to make statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that in each case described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by Participating Broker-Dealer specifically for use with reference to Participating Broker-Dealer in a Registration Statement or a Prospectus, (d) any use of sales literature by Participating Broker-Dealer not authorized or approved by the Company or Dealer Manager, or use of “broker-dealer use only” materials with members of the public by Participating Broker-Dealer or Participating Broker-Dealer’s representatives or agents, (e) in connection with the offer and sale of Offered Shares, any untrue statement made by Participating Broker-Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, (f) any material violation of this Agreement by Participating Broker-Dealer, (g) any failure of Participating Broker-Dealer to comply with applicable

10

laws governing money laundering abatement and anti-terrorist financing efforts in connection with an Offering, including applicable FINRA Rules, Commission Rules and the USA PATRIOT Act, or (h) any other failure by Participating Broker-Dealer to comply with applicable FINRA rules or Commission Rules or any other applicable Federal or state laws in connection with any Offering. Participating Broker-Dealer will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which Participating Broker-Dealer may otherwise have.

(b) To the extent that Participating Broker-Dealer has adopted policies and procedures allowing, and in consideration of the Company allowing, Participating Broker-Dealer and its clients to execute certain account-related transactions or requests, in whole or in part, by Electronic Signature, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participating Broker-Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree to indemnify and hold harmless the Company, the Dealer Manager, each of their respective Indemnified Parties from and against any and all claims (whether groundless or otherwise), losses, liabilities, damages and expenses, including, but not limited to, costs, disbursements and reasonable counsel fees (whether incurred in connection with such claims, losses, liabilities, damages and expenses or in connection with the enforcement of any rights hereunder), arising out of or in connection with the Participating Broker-Dealer’s representations or covenants set forth in Section XIII.

(c) Promptly after receipt by any indemnified party under this Section XIV of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section XIV, notify in writing the indemnifying party of the commencement thereof and the omission to so notify the indemnifying party will relieve such indemnifying party from any liability under this Section XIV as to the particular item for which indemnification is then being sought, but not from any other liability which it may have to any Indemnified Party. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section XIV(d) below) incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party.

(d) An indemnifying party under this Section XIV of this Agreement shall pay all reasonable legal fees and expenses of the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been participating on behalf of a majority of the Indemnified Parties against which such action is finally brought; and in the event a majority of such Indemnified Parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services

11

performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

XV.Contribution.

If the indemnification provided for in Section XIV hereof is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (a) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and Participating Broker-Dealer, respectively, from the offering of Primary Shares pursuant to this Agreement and the Dealer Manager Agreement or (b) if the allocation provided by clause (a) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Company, the Dealer Manager and Participating Broker-Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company, the Dealer Manager and Participating Broker-Dealer, respectively, in connection with the offering of Primary Shares pursuant to this Agreement shall be deemed to be in the same respective proportion as the total net proceeds from the offering of Primary Shares (before deducting expenses) received by the Company, and the total selling commissions and Dealer Manager Fees received by the Dealer Manager and Participating Broker-Dealer, respectively, bear to the aggregate initial public offering price of Primary Shares sold pursuant to this Agreement.

The relative fault of the Company, the Dealer Manager and Participating Broker-Dealer, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by the Company, the Dealer Manager or Participating Broker-Dealer, respectively, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Dealer Manager and Participating Broker-Dealer agree that it would not be just and equitable if contribution pursuant to this Section XV were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable contributions referred to above in this Section XV. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section XV shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section XV, the Dealer Manager and Participating Broker-Dealer shall not be required to contribute any amount by which the total price at which Primary Shares distributed to the public by them exceeds the amount of any damages which the Dealer Manager and Participating Broker-Dealer have otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.

12

No party guilty of fraudulent misrepresentation (within the meaning of Section 1(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

For the purposes of this Section XV, the Dealer Manager’s officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Dealer Manager, and each officer, director, employee, member, partner, agent and representative of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution of the Company. Participating Broker-Dealer’s obligations to contribute pursuant to this Section XV are several in proportion to the number of Primary Shares sold by Participating Broker-Dealer and not joint.

XVI.Compliance with Record Keeping Requirements.

Participating Broker-Dealer agrees to comply with the record keeping requirements of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act. Participating Broker-Dealer further agrees, as required by law, to keep such records with respect to each customer who purchases Primary Shares, such customer’s suitability and the amount of Primary Shares sold, and to retain such records for such period of time as may be required by the Commission, any state securities commission, FINRA or the Company.

XVII.Customer Complaints.

Participating Broker-Dealer hereby agrees to provide to the Dealer Manager promptly upon receipt by Participating Broker-Dealer copies of any written or otherwise documented customer complaints received by Participating Broker-Dealer relating in any way to an Offering (including, but not limited to, the manner in which Primary Shares are offered by Participating Broker-Dealer), Offered Shares or the Company.

XVIII.Effective Date.

This Agreement will become effective upon the last date it is signed by any party hereto.

XIX.Termination; Amendment.

Participating Broker-Dealer will immediately suspend or terminate its offer and sale of Primary Shares in any Offering upon the written request of the Company or the Dealer Manager at any time and will resume its offer and sale of Primary Shares hereunder upon subsequent written request of the Company or the Dealer Manager. Any party may terminate this Agreement by written notice pursuant to Section XXII below. This Agreement will automatically terminate, and be of no further force and effect, in the event Participating Broker-Dealer delivers a timely Withdrawal Notice pursuant to Section XI(b). This Agreement and the exhibits and schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto relating to the subject matter hereof.

Upon termination of this Agreement, the Dealer Manager shall pay to Participating Broker-Dealer all (a) earned but unpaid compensation and (b) reimbursement for all incurred, accountable expenses to

13

which Participating Broker-Dealer is or becomes entitled under Section IV hereof at such time as such compensation or reimbursement becomes payable.

This Agreement may be amended at any time by the Dealer Manager by written notice to Participating Broker-Dealer, and any such amendment shall be deemed accepted by Participating Broker-Dealer upon placing an order for sale of Primary Shares after it has received such notice.

The respective agreements and obligations of the Dealer Manager and Participating Broker-Dealer set forth in Sections IX - XVII and XIX - XXIII shall survive termination of this agreement and remain operative and in full force and effect.

XX.Assignment.

This Agreement may not be assigned by a party, except upon the prior written consent of the non-assigning party. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and permanent assigns.

XXI.Privacy Laws.

The Dealer Manager and Participating Broker-Dealer (each referred to individually in this Section XXI as a “party”) agree as follows:

(a) Each party agrees to abide by and comply with (i) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”); (ii) the privacy standards and requirements of any other applicable Federal or state law, including without limitation the Commission’s Regulation S-P; and (iii) its own internal privacy policies and procedures, each as may be amended from time to time;

(b) Each party agrees to refrain from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise permitted or required by applicable law; and

(c) Each party shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) as provided by each to identify customers that have exercised their opt-out rights. In the event either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that each is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures.

XXII.Notice.

All notices will be in writing and deemed given (a) when delivered personally, (b) on the first business day after delivery to a national overnight courier service, or (c) on the fifth business day after deposit in the United States mail, properly addressed and stamped with the required postage, registered or certified mail, return receipt requested, to the Dealer Manager at: LaSalle Investment Management Distributors, LLC, 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Chief Compliance Officer, and to Participating Broker-Dealer at the address specified by Participating Broker-Dealer on the signature page hereto.

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XXIII.Attorneys’ Fees; Applicable Law and Venue.

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement shall be construed under the laws of the State of Maryland. Venue for any action (including arbitration) brought hereunder shall lie exclusively in Chicago, Illinois.

[Signatures on following pages]

15

IN WITNESS WHEREOF, the parties hereto have caused this Participating Broker-Dealer Agreement to be executed on its behalf by its duly authorized agent.

“DEALER MANAGER”
LaSalle Investment Management Distributors, LLC
By:
	Name:
	Title:

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the jurisdictions identified below represent a true and correct list of all jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell securities, and we agree to advise you of any change in such list during the term of this Agreement.

1.Identity of Participating Broker-Dealer:

Full Legal Name:

Type of Entity:

Organized in the State of:

Tax Identification Number:

FINRA/CRD Number:

16

2.Any notice under this Agreement will be deemed given pursuant to Section XX hereof when delivered to Participating Broker-Dealer as follows:

Company Name:
Attention to:
	(Name)
	(Title)
Street Address:
City, State and Zip Code:
Telephone No.:		(          )
Facsimile No.:		(          )
Email Address:

Accepted and agreed as of the date below:

“PARTICIPATING BROKER-DEALER”

17

(Print Name of Participating Broker-Dealer)
By:
	Name:
	Title:
	Date:

18

SCHEDULE 1
TO
PARTICIPATING BROKER-DEALER AGREEMENT WITH
[___]

NAME OF ISSUER:	JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
NAME OF PARTICIPATING BROKER-DEALER:
SCHEDULE TO AGREEMENT DATED:

Participating Broker-Dealer is authorized to sell [Class A, Class A-I, Class M and Class M-I] Primary Shares and receive compensation in connection thereto according to the following terms and conditions and in accordance with all other express or implied terms and conditions of the Agreement. Capitalized terms used and not defined herein shall have the same meaning as set forth in the Agreement.

A.Terms and Conditions of the Selling Commissions.

1.    Class A Primary Shares

Participating Broker-Dealer will receive a selling commission in an amount of up to     % of the NAV per Class A Primary Share on each Class A Primary Share sold by Participating Broker-Dealer calculated after the close of business on the day the subscription agreement is accepted and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day. Participating Broker-Dealer has agreed to offer the following discounts to qualifying purchasers for Class A Primary Shares as permitted by the terms of the Prospectus:

Aggregate Purchase Price of Class A Shares	Class A Selling Commission as a % of NAV Per Class A Share
$10,000 - $149,999.99	3.00%
$150,000 - $499,999.99	2.5%
$500,000 - $999,999.99	2.0%
$1,000,000 and up	1.5%

2.    Class A-I Primary Shares

Participating Broker-Dealer will receive a selling commission in an amount of up to ____% of the NAV per Class A-I Primary Share on each Class A-I Primary Share sold by Participating Broker-Dealer calculated after the close of business on the day the subscription agreement is accepted

and confirmed by the Company, or if such day is not a business day, calculated after the close of business on the next business day, and sold by it and accepted and confirmed by the Company.

All selling commissions payable to Participating Broker-Dealer for sales of Class A and Class A-I Primary Shares will be deducted from the monies submitted to the Company by Participating Broker-Dealer on behalf of the purchaser and deposited on a weekly basis to Participating Broker-Dealer’s bank account provided in Schedule 2.

B.Terms and Conditions of the Dealer Manager Fee.

From and after the sale by Participating Broker-Dealer of Primary Shares hereunder, the Dealer Manager will pay to Participating Broker-Dealer during the term of the Participating Broker-Dealer Agreement a portion of the Dealer Manager Fee that shall be calculated daily and paid quarterly.  For each day during the applicable calendar quarter for which the Dealer Manager Fee is calculated, the Dealer Manager Fee payable to Participating Broker-Dealer shall equal:

1.     the number of Class A Primary Shares sold by Participating Broker-Dealer that are outstanding on such day multiplied by 1/365th of ____% of the Company’s NAV for Class A Primary Shares for such day, plus

2. the number of Class M Primary Shares sold by Participating Broker-Dealer and outstanding on such day, multiplied by 1/365th of ____% of the Company’s NAV for Class M Primary Shares for such day, plus

3. the number of Class A-I Primary Shares sold by Participating Broker-Dealer and outstanding on such day, multiplied by 1/365th of ____% of the Company’s NAV for Class A-I Primary Shares for such day, plus

4. the number of Class M-I Primary Shares sold by Participating Broker-Dealer and outstanding on such day, multiplied by 1/365th of ____% of the Company’s NAV for Class M-I Primary Shares for such day.

Participating Broker-Dealer acknowledges that it will not be entitled to any reallowance of Dealer Manager Fees with respect to shares sold in any Offering if and when total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to such Offering equals 10% of the gross proceeds from the sale of Primary Shares or such other limitation (if any) imposed by FINRA on FINRA members participating in such Offering.

“DEALER MANAGER”

LaSalle Investment Management Distributors, LLC

Name:

Title:

“PARTICIPATING BROKER-DEALER”

2

Name:

Title:

3

SCHEDULE 2
TO
PARTICIPATING BROKER-DEALER AGREEMENT WITH
[__]

NAME OF ISSUER:	JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
NAME OF PARTICIPATING BROKER-DEALER:
SCHEDULE TO AGREEMENT DATED:

Participating Broker-Dealer hereby authorizes the Dealer Manager or its agent to deposit dealer manager fees, reallowances and other payments due to it pursuant to the Participating Broker-Dealer Agreement to its bank account specified below. This authority will remain in force until Participating Broker-Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Participating Broker-Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to Participating Broker-Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:

Bank Address:

Bank Routing Number:

Account Number:

“PARTICIPATING BROKER-DEALER”

(Print Name of Participating Broker-Dealer)
By:
		Name:
		Title:
	Date:

2

SCHEDULE 3
TO
PARTICIPATING BROKER-DEALER AGREEMENT WITH
[__]

Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:

•	Alabama	•	Montana
•	Alaska	•	Nebraska
•	Arizona	•	Nevada
•	Arkansas	•	New Hampshire
•	California	•	New Jersey
•	Colorado	•	New Mexico
•	Connecticut	•	New York
•	Delaware	•	North Carolina
•	District of Columbia	•	North Dakota
•	Florida	•	Ohio
•	Georgia	•	Oklahoma
•	Guam		Oregon
•	Hawaii	•	Pennsylvania
•	Idaho	•	Puerto Rico
•	Illinois	•	Rhode Island
•	Indiana	•	South Carolina
•	Iowa	•	South Dakota
•	Kansas	•	Tennessee
•	Kentucky	•	Texas
•	Louisiana	•	Utah

•	Maine	•	Vermont
•	Maryland	•	Virgin Islands
•	Massachusetts	•	Virginia
•	Michigan	•	Washington
•	Minnesota	•	West Virginia
•	Mississippi	•	Wisconsin
•	Missouri	•	Wyoming

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, C. Allan Swaringen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jones Lang LaSalle Income Property Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2021

/s/    C. ALLAN SWARINGEN

C. Allan Swaringen

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory A. Falk, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Jones Lang LaSalle Income Property Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2021

/s/    GREGORY A. FALK

Gregory A. Falk

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jones Lang LaSalle Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Allan Swaringen, in my capacity as Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    C. ALLAN SWARINGEN

C. Allan Swaringen

President and Chief Executive Officer

May 6, 2021

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jones Lang LaSalle Income Property Trust, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Falk, in my capacity as Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    GREGORY A. FALK

Gregory A. Falk

Chief Financial Officer

May 6, 2021

XML

Cover - shares	3 Months Ended
	Mar. 31, 2021	May 07, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	000-51948
Entity Registrant Name	Jones Lang LaSalle Income Property Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-1432284
Entity Address, Address Line One	333 West Wacker Drive
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	897-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001314152
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		91,401,481
Class M [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		35,006,049
Common Class A-I [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,636,929
Common Class M-I [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		37,303,389
Common Class D [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,513,281

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Investments in real estate:
Land	$ 450,656	$ 428,313
Buildings and equipment	2,070,267	1,892,023
Less accumulated depreciation	(232,736)	(219,833)
Net property and equipment	2,288,187	2,100,503
Equity Method Investments	185,296	187,890
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	80,274	79,192
Disposal Group, Including Discontinued Operation, Segment that Includes Disposal Group	0	34,148
Real Estate Investment Property, Net	2,553,757	2,401,733
Cash and cash equivalents	41,345	84,805
Restricted Cash and Cash Equivalents	31,435	16,629
Tenant accounts receivable, net	9,897	8,680
Deferred expenses, net	13,549	10,982
Acquired intangible assets, net	141,834	105,206
Deferred rent receivable, net	21,849	21,274
Prepaid expenses and other assets	15,049	9,290
TOTAL ASSETS	2,828,715	2,658,599
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net	914,116	868,102
Disposal Group, Including Discontinued Operation, Liabilities	0	18,242
Accounts payable and other accrued expenses	49,402	36,137
Lease Deposit Liability	206,838	155,882
Accrued Offering Costs	109,315	155,882
Distributions payable		106,908
Accrued interest	2,063	2,153
Accrued real estate taxes	7,141	6,640
Advisor fees payable	2,227	2,122
Acquired intangible liabilities, net	29,559	14,990
TOTAL LIABILITIES	1,320,661	1,211,176
Commitments and contingencies	0	0
Equity:
Additional paid-in capital	1,974,251	1,922,136
Distributions to stockholders	(503,381)	(481,760)
Accumulated deficit	15,382	(14,723)
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,488,032	1,427,384
Noncontrolling interests	20,022	20,039
Total equity	1,508,054	1,447,423
TOTAL LIABILITIES AND EQUITY	2,828,715	2,658,599
Ownership [Domain]
Investments in real estate:
Land	22,605	22,605
Buildings and equipment	143,024	142,946
Less accumulated depreciation	(23,928)	(23,083)
Cash and cash equivalents	4,265	3,159
Restricted Cash and Cash Equivalents	316	800
Tenant accounts receivable, net	2,722	2,679
Deferred expenses, net	495	516
Acquired intangible assets, net	2,380	2,638
Deferred rent receivable, net	1,118	1,087
Prepaid expenses and other assets	164	164
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net	81,902	82,033
Accounts payable and other accrued expenses	1,302	1,335
Accrued interest	295	296
Accrued real estate taxes	$ 571	$ 738
Class A Shares [Member]
LIABILITIES AND EQUITY
Common Stock, Shares, Outstanding	89,943,750	89,671,096
Equity:
Common Stock, Value, Issued	$ 899	$ 897
Common Stock, Shares, Issued	89,943,750	89,671,096
Class M Shares [Member]
LIABILITIES AND EQUITY
Common Stock, Shares, Outstanding	35,094,112	35,612,156
Equity:
Common Stock, Value, Issued	$ 351	$ 356
Common Stock, Shares, Issued	35,094,112	35,612,156
Class A-I Shares [Member]
LIABILITIES AND EQUITY
Common Stock, Shares, Outstanding	9,704,298	9,616,299
Equity:
Common Stock, Value, Issued	$ 97	$ 96
Common Stock, Shares, Issued	9,704,298	9,616,299
Class M-I Shares [Member]
LIABILITIES AND EQUITY
Common Stock, Shares, Outstanding	35,793,076	33,247,001
Equity:
Common Stock, Value, Issued	$ 358	$ 332
Common Stock, Shares, Issued	35,793,076	33,247,001
Class D Shares [Member]
LIABILITIES AND EQUITY
Common Stock, Shares, Outstanding	7,513,281	4,957,915
Equity:
Common Stock, Value, Issued	$ 75	$ 50
Common Stock, Shares, Issued	7,513,281	4,957,915

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Land from VIEs	$ 450,656	$ 428,313
Buildings and equipment from VIEs	2,070,267	1,892,023
Less accumulated depreciation (including from VIEs)	(232,736)	(219,833)
Cash and Cash Equivalents	41,345	84,805
Restricted cash	31,435	16,629
Tenant accounts receivable from VIEs	9,897	8,680
Deferred expenses from VIEs	13,549	10,982
Acquired intangible assets, net	141,834	105,206
Deferred rent receivables from VIEs	21,849	21,274
Prepaid expenses and other assets from VIEs	15,049	9,290
Mortgage notes and other debt payable, net	914,116	868,102
Disposal Group, Including Discontinued Operation, Liabilities	0	18,242
Accounts payable and other accrued expenses from VIEs	49,402	36,137
Accrued interest from VIEs	2,063	2,153
Accrued real estate taxes from VIEs	7,141	6,640
Accumulated stock issuance costs	$ 222,651	$ 216,405
Class A Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	89,943,750	89,671,096
Common stock, shares outstanding	89,943,750	89,671,096
Class M Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	35,094,112	35,612,156
Common stock, shares outstanding	35,094,112	35,612,156
Class A-I Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	9,704,298	9,616,299
Common stock, shares outstanding	9,704,298	9,616,299
Class M-I Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	35,793,076	33,247,001
Common stock, shares outstanding	35,793,076	33,247,001
Class D Shares [Member]
Common stock, par value	$ 0.01
Common Stock, shares authorized	200,000,000
Common Stock, Shares, Issued	7,513,281	4,957,915
Common stock, shares outstanding	7,513,281	4,957,915
Ownership [Domain]
Land from VIEs	$ 22,605	$ 22,605
Buildings and equipment from VIEs	143,024	142,946
Less accumulated depreciation (including from VIEs)	(23,928)	(23,083)
Cash and Cash Equivalents	4,265	3,159
Restricted cash	316	800
Tenant accounts receivable from VIEs	2,722	2,679
Deferred expenses from VIEs	495	516
Acquired intangible assets, net	2,380	2,638
Deferred rent receivables from VIEs	1,118	1,087
Prepaid expenses and other assets from VIEs	164	164
Mortgage notes and other debt payable, net	81,902	82,033
Accounts payable and other accrued expenses from VIEs	1,302	1,335
Accrued interest from VIEs	295	296
Accrued real estate taxes from VIEs	$ 571	$ 738

XML

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues:
Rental revenue	$ 50,731	$ 46,917
Other Revenue	1,850	1,743
Total revenues	52,581	48,660
Operating expenses:
Real estate taxes	8,086	7,541
Property operating	9,911	8,758
Property general and administrative	660
Advisory Fees	6,325
Company Level Expenses	1,193
Depreciation and amortization	19,945
Total operating expenses	46,120	45,435
Other income and (expenses):
Interest expense	(9,262)
(Loss) income from unconsolidated real estate affiliates and fund investments	(339)
Gain on disposition of property and extinguishment of debt	(33,422)
Total other income and (expenses)	23,821	(21,754)
Net (loss) income	30,282	(18,529)
Less: Net (loss) income attributable to the noncontrolling interests	(177)	(20)
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc.	$ 30,105	$ (18,549)
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted
Weighted average common stock outstanding-basic and diluted	174,765,072	172,744,239
Class A Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	$ 0.17	$ (0.11)
Class M Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	0.17	(0.11)
Class A-I Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	0.17	(0.11)
Class M-I Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	0.17	(0.11)
Class D Shares [Member]
Other income and (expenses):
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted	$ 0.17	$ (0.11)

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Distributions to Stockholders [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]
Shares, Issued		165,745,572
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	$ 1					$ 1
Beginning balance at Dec. 31, 2019	1,498,757	$ 1,658	$ 1,860,734	$ (398,939)	$ 29,283	6,021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	186,055	151	185,904
Repurchase of shares	(93,164)	$ (76)	(93,088)
Conversion of Stock, Shares Issued		(525)
Offering costs	(15,574)		(15,574)
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture		16,000
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture	192		192
Net income	(18,529)				(18,549)	20
Cash distributed to noncontrolling interests	(53)					(53)
Distribution declared	(20,936)			(20,936)
Stock Issued During Period, Shares, Conversion of Units		$ 0
Ending balance at Mar. 31, 2020	$ 1,536,749	$ 1,733	1,938,168	(419,875)	10,734	5,989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)		15,097,750
Stock Repurchased During Period, Shares	(7,598,597)	(7,598,597)
Shares, Outstanding		173,260,200
Shares, Issued		173,104,467
Beginning balance at Dec. 31, 2020	$ 1,447,423	$ 1,731	1,922,136	(481,760)	(14,723)	20,039
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	103,015	87	102,928
Repurchase of shares	(44,794)	$ (38)	(44,756)
Conversion of Stock, Shares Issued		(342)
Offering costs	(6,246)		(6,246)
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture		16,000
Shares Granted, Value, Share-based Payment Arrangement, before Forfeiture	189		189
Net income	30,282				30,105	177
Cash distributed to noncontrolling interests	(194)					(194)
Distribution declared	(21,621)			(21,621)
Stock Issued During Period, Shares, Conversion of Units		$ 0
Ending balance at Mar. 31, 2021	$ 1,508,054	$ 1,780	$ 1,974,251	$ (503,381)	$ 15,382	$ 20,022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)		8,758,984
Stock Repurchased During Period, Shares	(3,830,592)	(3,830,592)
Shares, Outstanding		178,048,517

XML

Consolidated Statements of Equity Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Common Stock, Dividends, Per Share, Declared	$ 0.135	$ 0.135

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net income	$ 30,282	$ (18,529)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
Depreciation and amortization	19,630	18,933
Gain on Disposition of Property and extinguishment of debt	(33,422)	(1,724)
Straight line rent	(129)	216
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions	339	8,927
Other Operating Activities, Cash Flow Statement	1,850	1,166
Net changes in assets, liabilities and other	(1,378)	8,754
Net cash provided by operating activities	17,172	17,743
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to Acquire Commercial Real Estate	226,925	101,217
Proceeds from Sale of Real Estate Held-for-investment	66,992	5,372
Payments for Capital Improvements	3,758	2,455
Payments to Acquire Interest in Subsidiaries and Affiliates	(677)	(1,130)
Payments to Acquire Other Investments	2,500	0
Net cash used in (provided by) investing activities	(166,868)	(99,430)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	152,181	167,750
Repurchase of shares	(44,794)	(92,082)
Offering Costs	(3,840)	(5,288)
Distributions to stockholders	(7,887)	(27,562)
Distributions paid to noncontrolling interests	(194)	(53)
Contributions received from noncontrolling interests	0	1
Payments for (Proceeds from) Deposit on Loan	(2,093)	0
Proceeds from Lines of Credit	140,000	200,000
Repayments of Lines of Credit	(100,000)	0
Proceeds from Issuance of Long-term Debt	70,030	35,900
Payments of Debt Issuance Costs	(436)	0
Principal payments on mortgage notes and other debt payable	(81,925)	(29,685)
Net cash provided by financing activities	121,042	248,981
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect [Abstract]
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	(28,654)	167,294
Cash and cash equivalents at the beginning of the period	84,805
Cash and cash equivalents at the end of the period	41,345	266,321
Restricted Cash and Cash Equivalents	31,435	14,995
Cash, cash equivalents and restricted cash at the end of the period	72,780	281,316
Supplemental discolsure of cash flow information:
Interest Paid, Excluding Capitalized Interest, Operating Activities	8,696	8,357
Non-cash activities:
Write-Offs of Receivables	(4)	(9)
Write-offs of retired assets	1,382	4,344
Change in Liability for Capital Expenditures	(888)	(251)
Business Combination, Consideration Transferred	230	63
Liabilities Assumed	320	538
Change in issuance of common stock receivable	(355)	2,672
Change in accrued offering costs	$ 2,406	$ 10,286

XML

Organization

3 Months Ended

Mar. 31, 2021

Organization [Abstract]

Nature of Operations [Text Block]

NOTE 1—ORGANIZATION

General

Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalle Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.

Jones Lang LaSalle Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of apartment, industrial, office, retail and other properties located in the United States. Over time our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and may be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of March 31, 2021, we owned interests in a total of 85 properties, located in 22 states.

We own, and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initial limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax-deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. In an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of March 31, 2021, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $14,242, and owned directly or indirectly 99.3% of the OP Units of our operating partnership. The remaining 0.7% of the OP Units are held by third parties.

From our inception to January 15, 2015, we raised equity proceeds through various public and private offerings of shares of our common stock. On January 16, 2015, our follow-on Registration Statement on Form S-11 was declared effective by the Securities and Exchange Commission (the "SEC") with respect to our continuous public offering (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in our First Extended Public Offering of $1,138,053.

On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11 (the "Second Extended Public Offering") effective (Commission File No. 333-222533) to offer up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. In accordance with SEC rules, we extended our Second Extended Public Offering one additional year through July 6, 2021. We reserve the right to terminate the Second Extended Public Offering at any time and to further extend the Second Extended Public Offering term to the extent permissible under applicable law. As of March 31, 2021, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second Extended Public Offering of $961,262.

On March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of March 31, 2021, we have raised aggregate gross proceeds from the sale of shares of our Class D common stock in our Private Offering of $98,188.

On October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of March 31, 2021, we have raised $206,471 from our DST Program.

As of March 31, 2021, 89,943,750 shares of Class A common stock, 35,094,112 shares of Class M common stock, 9,704,298 shares of Class A-I common stock, 35,793,076 shares of Class M-I common stock, and 7,513,281 shares of Class D common stock were outstanding and held by a total of 17,872 stockholders.

LaSalle acts as our advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2022, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of and compensated by our Advisor. We have no employees, as all operations are managed by our Advisor. LaSalle is a wholly-owned, but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of March 31, 2021, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $29,833.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2021, our VIEs included The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2021, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 12, 2021 (our “2020 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2020 audited consolidated financial statements included in our 2020 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2021, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2021 and December 31, 2020 was $6,875 and $6,495, respectively.

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the non-cancelable term of the lease when collectibility of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectibility of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions, which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2021. We are closely monitoring the collectibility of such rents and will adjust future estimations as further information becomes known. During the three months ending March 31, 2021, we recorded a reduction in rental revenue of $424 and a reduction in straight line revenue of $187 due to concern of collectibility. During the three months ending March 31, 2021, we deferred $6 and abated $155 of rental revenue.

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $85,075 and $82,699 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $13,114 and $12,724 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

•Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

•Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2021 and 2020, we recorded an increase and a decrease in fair value classified within the Level 3 category of $1,081 and $8,736, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $30,953 and $30,923 higher than the aggregate carrying amounts at March 31, 2021 and December 31, 2020, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	5	$	190,000

The fair value of our interest rate swaps represent liabilities of $5,561 and $6,500 at March 31, 2021 and December 31, 2020, respectively.

Ground Lease

As of March 31, 2021, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,135 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,245.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document that focused on the application of lease guidance applicable on concessions related to the effects of the COVID-19 pandemic. Per the guidance, we made an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued Accounting Standard Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

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Property Business Combination (Notes)

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Real Estate Disclosure [Text Block]

PROPERTY

The primary reason we make acquisitions of real estate investments in the apartment, industrial, office, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited.

Acquisitions

On January 21, 2021, we acquired Louisville Distribution Center, a 1,040,000 square foot industrial property located in Shepherdsville, Kentucky for approximately $95,000. The acquisition was funded with cash on hand.

On February 2, 2021, we acquired 170 Park Ave, a 147,000 square foot life sciences property located in Florham Park, New Jersey for approximately $46,600. The acquisition was funded with cash on hand.

On February 23, 2021, we acquired Southeast Phoenix Distribution Center, a four property industrial distribution center totaling 474,000 square feet located in Chandler, Arizona for approximately $91,000. The acquisition was funded with cash on hand.

We allocated the purchase price for our 2021 acquisitions in accordance with authoritative guidance as follows:

	2021 Acquisitions
Land	$	22,343
Building and equipment	177,243
In-place lease intangible (acquired intangible assets)	40,903
Above-market lease intangible (acquired intangible assets)	2,214
Below-market lease intangible (acquired intangible liabilities)	(15,458)
	$	227,245
Amortization period for intangible assets and liabilities	55 - 180 months

Disposition

On January 8, 2021, we sold South Seattle Distribution Center, a three property industrial center totaling 323,000 square feet located in Seattle, Washington for approximately $72,600 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.

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Unconsolidated Real Estate Affiliates

3 Months Ended

Mar. 31, 2021

Unconsolidated Real Estate [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties, we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2021 and December 31, 2020.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2021		December 31, 2020
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	14,164	$	14,000
Pioneer Tower	Office	Portland, OR	June 28, 2016	106,909		108,715
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,466		21,430
The Huntington	Apartment	Burlington, MA	July 19, 2018	11,375		11,549
Siena Suwanee Town Center	Apartment	Suwanee, GA	December 15, 2020	31,382		32,196
Total				$	185,296	$	187,890

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenues	$	5,707	$	4,396
Total operating expenses	6,043		4,053
Operating income	$	(336)	$	343
Interest expense	1,021		534
Net loss	$	(1,357)	$	(191)

Real Estate Fund Investment

NYC Retail Portfolio

On December 8, 2015, a wholly-owned subsidiary of the Company acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of March 31, 2021, the NYC Retail Portfolio owned 8 retail properties totaling approximately 1,940,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey.

At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. This fair value election was made as the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets, which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We did not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in the localities in which the venture operates. We have no unfunded commitments. Our investment in the NYC Retail Portfolio is presented on our Consolidated Balance Sheets within real estate fund investment. Changes in the fair value of our investment as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. As of March 31, 2021 and December 31, 2020, the carrying amount of our investment in the NYC Retail Portfolio was $80,274 and $79,192, respectively. During the three months ended March 31, 2021, we recorded an increase in fair value of our investment in the NYC Retail Portfolio of $1,081 and received no cash distributions. During the three months ended March 31, 2020, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of $8,736 and received no cash distributions. On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and the mortgage loan was extinguished.

Summarized Statement of Operations—NYC Retail Portfolio Investment—Fair Value Option Investment

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenue	$	36	$	1,506
Net investment income	(493)		1,084
Net change in unrealized gain (loss) on investment in real estate venture	3,907		(31,560)
Net income (loss)	$	3,414	$	(30,476)

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Mortgage Notes and Other Debt Payable

3 Months Ended

Mar. 31, 2021

Mortgage Notes Payable [Abstract]

Debt Disclosure [Text Block]

MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable have various maturities through 2031 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2021		December 31, 2020
Mortgage notes payable (1) (2) (3) (4)	May 25, 2023 - March 1, 2038	2.41% - 5.30%	$	777,021	$	771,043
Credit facility
Revolving line of credit	May 25, 2021	3.51%	40,000		—
Term loans	May 25, 2023	3.10%	100,000		100,000
TOTAL			$	917,021	$	871,043
Net debt discount on assumed debt and debt issuance costs			(2,905)		(2,941)
Mortgage notes and other debt payable, net			$	914,116	$	868,102
South Seattle Distribution Center (5)			$	—	$	17,873
Mortgage notes and other debt payable of held for sale property			$	—	$	17,873

________

(1)     On February 10, 2021, we entered into a $34,000 mortgage payable on Whitestown Distribution Center. The mortgage note bears an interest of 2.95% and matures on February 10, 2028.

(2)    On March 8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.

(3)    On March 11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.

(4)     On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.

(5)     The property associated with this loan was designated as held for sale as of December 31, 2020. The property associated with this loan was sold on January 8, 2021 and the loan was repaid.

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2021 are as follows: 

Year	Amount
2021	$	44,390
2022	6,856
2023	188,896
2024	23,889
2025	191,221
Thereafter	461,769
Total	$	917,021

Credit Facility

On May 26, 2017, we entered into a credit agreement providing for a $250,000 revolving line of credit and unsecured term loan with a syndicate of six lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association. The $250,000 credit facility (the "Credit Facility") consists of a $200,000 revolving line of credit (the “Revolving Line of Credit”) and a $50,000 term loan. On August 4, 2017, we expanded our Credit Facility to $300,000. The additional $50,000 borrowing was in the form of a five-year term loan maturing on May 26, 2022. We collectively refer to the two term loans as the "Term Loans". On December 12, 2018, we expanded and extended our Credit Facility to provide for a borrowing capacity of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023. We are negotiating an expansion and three year extension to our Revolving Line of Credit. The primary interest rate is based on LIBOR, plus a margin ranging from 1.25% to 2.00% depending on our leverage ratio or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.25% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacity under the Revolving Line of Credit at the time of the extension, and (ii) compliance with the other conditions set forth in the credit agreement. We intend to use the Revolving Line of Credit to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of March 31, 2021, we believe no material adverse effects had occurred.

Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.

At March 31, 2021, we had $40,000 outstanding under the Revolving Line of Credit at LIBOR + 1.35% and $100,000 outstanding under the Term Loans at LIBOR + 1.30%. We swapped the LIBOR portion of our $100,000 in Term Loans to a blended fixed rate of 1.80% (all in rate of 3.10% at March 31, 2021) and swapped $90,000 of the Revolving Line of Credit to a fixed rate of 2.64% (all in rate of 3.99%) at March 31, 2021.

Covenants

At March 31, 2021, we were in compliance with all debt covenants.

Debt Issuance Costs

Debt issuance costs are capitalized, and presented net of mortgage notes and other debt payable, and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at March 31, 2021 and December 31, 2020 was $6,262 and $6,749, respectively.

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Common Stock Common Stock

3 Months Ended

Mar. 31, 2021

Common Stock [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

COMMON STOCK

We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1)     Selling commissions are paid on the date of sale of our common stock.

(2)     We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3)     Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2021 were as follows:

	Shares of Class A Common Stock	Shares of Class M Common Stock	Shares of Class A-I Common Stock	Shares of Class M-I Common Stock	Shares of Class D Common Stock
Balance, December 31, 2020	89,671,096	35,612,156	9,616,299	33,247,001	4,957,915
Issuance of common stock	2,848,254	515,302	87,999	2,768,063	2,555,366
Repurchase of common stock	(2,514,149)	(860,649)	—	(455,794)	—
Share conversions	(61,451)	(172,697)	—	233,806	—
Balance, March 31, 2021	89,943,750	35,094,112	9,704,298	35,793,076	7,513,281

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2021 were as follows:

	Three Months Ended March 31, 2021
	# of shares	Amount
Class A Shares	2,848,254	$	33,624
Class M Shares	515,302	6,068
Class A-I Shares	87,999	1,043
Class M-I Shares	2,768,063	32,469
Class D Shares	2,555,366	30,000
Total		$	103,204

Share Repurchase Plan

Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the three months ended March 31, 2021, we repurchased 3,830,592 shares of common stock in the amount of $44,794. During the three months ended March 31, 2020, we repurchased 7,598,597 shares of common stock in the amount of $93,164.

Distribution Reinvestment Plan

Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares being purchased on the distribution date. For the three months ended March 31, 2021, we issued 1,161,954 shares of common stock for $13,734 under the distribution reinvestment plan. For the three months ended March 31, 2020, we issued 1,082,296 shares of common stock for $13,262 under the distribution reinvestment plan.

Operating Partnership Units

In connection with the acquisition of Siena Suwanee Town Center, we issued 1,217,092 OP Units to third parties for a total of $14,252. After a one-year holding period, holders of operating partnership units generally have the right to cause the operating partnership to redeem all or a portion of their operating partnership units for, at our sole discretion, shares of our common stock, cash, or a combination of both.

Earnings Per Share

We compute net income per share for Class A, Class M, Class A-I, Class M-I and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.

The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I and Class D common stock:

	Three Months Ended March 31, 2021
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net income per share:
Allocation of net income per share before performance fee	$	15,464	$	6,060	$	1,659	$	5,916	$	1,006
Weighted average number of common shares outstanding	89,762,121		35,177,589		9,637,799		34,349,467		5,838,096
Basic and diluted net income per share:	$	0.17	$	0.17	$	0.17	$	0.17	$	0.17
	Three Months Ended March 31, 2020
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849)	$	(4,172)	$	(1,191)	$	(2,805)	$	(532)
Weighted average number of common shares outstanding	91,730,904		38,847,788		11,082,858		26,124,774		4,927,915
Basic and diluted net loss per share:	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)

Organization and Offering Costs

Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Second Extended Public Offering until July 6, 2018, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36

months. Following the Second Extended Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Second Extended Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Second Extended Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Second Extended Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of March 31, 2021 and December 31, 2020, LaSalle had paid $1,228 and $1,138, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

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DST Program (Notes)

3 Months Ended

Mar. 31, 2021

Variable Interest Entity [Line Items]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 7—DST PROGRAM

On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to $500,000 in private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”) holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for operating partnership units or cash, at our discretion.

The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs incurred for services provided to the DST totaling $359 are accounted for as deferred loan costs and are netted against the financing obligation.

Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.

As of March 31, 2021, we have sold approximately $206,471 in interests related to the DST Program.

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Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transaction, Due from (to) Related Party [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Pursuant to our Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2022, subject to an unlimited number of successive one year renewals.

Fixed advisory fees for the three months ended March 31, 2021 and 2020 were $6,325 and $6,578, respectively. There were no performance fees for the three months ended March 31, 2021 and 2020. Included in Advisor fees payable at March 31, 2021 was $2,227 of fixed advisory fee expense. Included in Advisor fees payable for the year ended December 31, 2020 was $2,122 of fixed advisory fee expense.

We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of our Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three months ended March 31, 2021 and 2020, we paid JLL Americas $166 and $187, respectively, for property management and leasing services. During the three months ended March 31, 2021, we paid JLL Americas $162 in mortgage brokerage fees related to the mortgage note payable for Townlake of Coppell. During the three months ended March 31, 2020, we paid JLL Americas $75 in sales brokerage fees.

We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the three months ended March 31, 2021 and 2020, we paid the Dealer Manager selling commissions and dealer manager fees totaling $2,614 and $3,590, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in accrued offering costs, at March 31, 2021 and December 31, 2020, were $108,087 and $105,770 of future dealer manager fees payable, respectively.

As of March 31, 2021 and December 31, 2020, we owed $1,228 and $1,138, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock). These costs are included in accrued offering costs.

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the three months ended March 31, 2021 and 2020, the taxable REIT subsidiary paid $1,027 and $663, respectively, to the Dealer Manager. In addition, the Dealer Manager may receive an ongoing investor servicing fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equity of each outstanding unit of beneficial interest for such day, payable by the Delaware statutory trusts; (b) 0.85% of the NAV of each outstanding Class A operating partnership unit, 0.30% of the NAV of each outstanding Class M operating partnership or 0.30% of the NAV of each outstanding Class A-I operating partnership unit for such day issued in connection with our operating partnership's fair market value purchase option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share or 0.30% of the NAV of each outstanding Class A-I share for such day issued in connection with the investors' redemption right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A, Class M and Class A-I operating partnership units or Class A, Class M and Class A-I shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I operating partnership units or Class M-I shares. For the three months ended March 31, 2021 and 2020, the Delaware statutory trusts paid $126 and $4 in investor servicing fees to the Dealer Manager in connection with the DST Program.

LaSalle also serves as the manager for the DST Program. Each Delaware statutory trust may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such Delaware statutory trust. For the three months ended March 31, 2021 and 2020, the Delaware statutory trusts paid $76 and $2 in management fees to our Advisor in connection with the DST Program.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of $100 per year until September 30, 2021, which will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

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Rentals Under Operating Leases

3 Months Ended

Mar. 31, 2021

Rentals Under Operating Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at March 31, 2021 are as follows:

Year	Amount
2021	$	115,706
2022	116,997
2023	102,405
2024	89,863
2025	79,377
Thereafter	283,525
Total	$	787,873

 Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three months ended March 31, 2021, no individual tenant accounted for greater than 10% of minimum base rents.

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Segment Reporting

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

SEGMENT REPORTING We have five reportable operating segments: apartment, industrial, office, retail and other properties. Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2021 and 2020.

	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2021	$	785,122	$	805,301	$	336,423	$	573,911	$	22,370	$	2,523,127
Assets as of December 31, 2020	788,060		659,870		277,556		577,588		22,134		2,325,208
Three Months Ended March 31, 2021
Capital expenditures by segment	$	710	$	2,975	$	433	$	512	$	16	$	4,646
Revenues:
Rental revenue	$	15,848	$	15,226	$	7,572	$	12,053	$	32	$	50,731
Other revenue	759		5		372		83		631		1,850
Total revenues	$	16,607	$	15,231	$	7,944	$	12,136	$	663	$	52,581
Operating expenses:
Real estate taxes	$	3,112	$	2,459	$	767	$	1,633	$	115	$	8,086
Property operating expenses	4,830		1,354		1,487		2,046		194		9,911
Total segment operating expenses	$	7,942	$	3,813	$	2,254	$	3,679	$	309	$	17,997
Reconciliation to net income
Property general and administrative											$	660
Advisor fees											6,325
Company level expenses											1,193
Depreciation and amortization											19,945
Total operating expenses											$	46,120
Other income and (expenses):
Interest expense											$	(9,262)
Loss from unconsolidated real estate affiliates and fund investment											(339)
Gain on disposition of property and extinguishment of debt, net											33,422
Total other income and (expenses)											$	23,821
Net income											$	30,282
Reconciliation to total consolidated assets as of March 31, 2021
Assets per reportable segments											$	2,523,127
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											305,588
Total consolidated assets											$	2,828,715
Reconciliation to total consolidated assets as of December 31, 2020
Assets per reportable segments											2,325,208
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											333,391
Total consolidated assets											$	2,658,599

	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535)
Loss from unconsolidated real estate affiliates and fund investment											(8,927)
Gain on disposition of property and extinguishment of debt, net											1,708
Total other income and (expenses)											$	(21,754)
Net loss											$	(18,529)

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Event [Line Items]

Subsequent Events

SUBSEQUENT EVENTS

On May 3, 2021, we acquired Princeton North Andover, a newly constructed, 192-unit apartment property located in North Andover, Massachusetts, for approximately $72,500. The acquisition was funded with cash on hand.

On May 4, 2021, our board of directors approved a gross dividend for the second quarter of 2021 of $0.135 per share to stockholders of record as of June 24, 2021. The dividend will be paid on or around June 29, 2021. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.

On May 4, 2021, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2022, without any other changes.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of March 31, 2021, our VIEs included The District at Howell Mill, Grand Lakes Marketplace, and Presley Uptown due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of March 31, 2021, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.

Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of our outside joint venture partners.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March 12, 2021 (our “2020 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, 2020 audited consolidated financial statements included in our 2020 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At March 31, 2021, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at March 31, 2021 and December 31, 2020 was $6,875 and $6,495, respectively.

Revenue Recognition Leases, Operating [Policy Text Block]

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the non-cancelable term of the lease when collectibility of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant.  We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on many of our tenant’s businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such collectibility of certain tenants rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions, which include consideration of COVID-19 in our estimation of its uncollectible accounts and deferred rents receivable at March 31, 2021. We are closely monitoring the collectibility of such rents and will adjust future estimations as further information becomes known. During the three months ending March 31, 2021, we recorded a reduction in rental revenue of $424 and a reduction in straight line revenue of $187 due to concern of collectibility. During the three months ending March 31, 2021, we deferred $6 and abated $155

Acquisitions

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $85,075 and $82,699 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $13,114 and $12,724 at March 31, 2021 and December 31, 2020, respectively, on the accompanying Consolidated Balance Sheets.

Fair Value Disclosure

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

•Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

•Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the three months ended March 31, 2021 and 2020, we recorded an increase and a decrease in fair value classified within the Level 3 category of $1,081 and $8,736, respectively, in our investment in the NYC Retail Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was $30,953 and $30,923 higher than the aggregate carrying amounts at March 31, 2021 and December 31, 2020, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivatives, Reporting of Derivative Activity [Policy Text Block]

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of March 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	5	$	190,000

The fair value of our interest rate swaps represent liabilities of $5,561 and $6,500 at March 31, 2021 and December 31, 2020, respectively.

Lessee, Operating Leases

Ground Lease

As of March 31, 2021, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,135 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,245.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document that focused on the application of lease guidance applicable on concessions related to the effects of the COVID-19 pandemic. Per the guidance, we made an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued Accounting Standard Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will evaluate the impact of the guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

Effective January 1, 2019, we adopted ASU 2016-02 Leases and 2018-11 Leases: Targeted Improvements (Topic 842) ("ASU 842"). The new guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). We elected a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, when certain criteria are met. Upon adoption, we reclassified these components for prior periods to conform with the current period presentation. We also elected permitted practical expedients to not reassess lease classification and use of the standard’s effective date as the date of initial application and therefore financial information under ASU 842 is not provided for periods prior to January 1, 2019. The accounting for lessors remained largely unchanged from previous GAAP; however, the standard required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under previous standards, certain of these costs were capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. Additionally, the standard requires lessors to evaluate whether the collectability of all rents is probable before recognizing rental revenues on a straight-line basis over the applicable lease term. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. As of March 31, 2021, we have a ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,135 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of $2,245.

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Summary of Significant Accounting Policies Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Derivative Instruments [Table Text Block]

As of March 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Interest Rate Derivative	Number of Instruments	Notional Amount
Interest Rate Swaps	5	$	190,000

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Property Purchase Price Allocation of Acquisitions (Tables)

3 Months Ended

Mar. 31, 2021

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

We allocated the purchase price for our 2021 acquisitions in accordance with authoritative guidance as follows:

	2021 Acquisitions
Land	$	22,343
Building and equipment	177,243
In-place lease intangible (acquired intangible assets)	40,903
Above-market lease intangible (acquired intangible assets)	2,214
Below-market lease intangible (acquired intangible liabilities)	(15,458)
	$	227,245
Amortization period for intangible assets and liabilities	55 - 180 months

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Unconsolidated Real Estate Affiliates Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2021

Equity Method Investments [Abstract]

Equity Method Investments [Table Text Block]

Unconsolidated Real Estate Affiliates

In addition to investments in consolidated properties, we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The following represent our unconsolidated real estate affiliates as of March 31, 2021 and December 31, 2020.

				Carrying Amount of Investment
Property	Property Type	Location	Acquisition Date	March 31, 2021		December 31, 2020
Chicago Parking Garage	Other	Chicago, IL	December 23, 2014	$	14,164	$	14,000
Pioneer Tower	Office	Portland, OR	June 28, 2016	106,909		108,715
The Tremont	Apartment	Burlington, MA	July 19, 2018	21,466		21,430
The Huntington	Apartment	Burlington, MA	July 19, 2018	11,375		11,549
Siena Suwanee Town Center	Apartment	Suwanee, GA	December 15, 2020	31,382		32,196
Total				$	185,296	$	187,890

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenues	$	5,707	$	4,396
Total operating expenses	6,043		4,053
Operating income	$	(336)	$	343
Interest expense	1,021		534
Net loss	$	(1,357)	$	(191)

Fair Value Option, Disclosures [Table Text Block]

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Total revenue	$	36	$	1,506
Net investment income	(493)		1,084
Net change in unrealized gain (loss) on investment in real estate venture	3,907		(31,560)
Net income (loss)	$	3,414	$	(30,476)

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Mortgage Notes and Other Debt Payable Table 1 - Schedule of Mortgages and Other Notes Payable (Tables)

3 Months Ended

Mar. 31, 2021

Table 1 - Mortgages and Other Debt Payable [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Mortgage notes and other debt payable have various maturities through 2031 and consist of the following:

Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
			March 31, 2021		December 31, 2020
Mortgage notes payable (1) (2) (3) (4)	May 25, 2023 - March 1, 2038	2.41% - 5.30%	$	777,021	$	771,043
Credit facility
Revolving line of credit	May 25, 2021	3.51%	40,000		—
Term loans	May 25, 2023	3.10%	100,000		100,000
TOTAL			$	917,021	$	871,043
Net debt discount on assumed debt and debt issuance costs			(2,905)		(2,941)
Mortgage notes and other debt payable, net			$	914,116	$	868,102
South Seattle Distribution Center (5)			$	—	$	17,873
Mortgage notes and other debt payable of held for sale property			$	—	$	17,873

________

(1)     On February 10, 2021, we entered into a $34,000 mortgage payable on Whitestown Distribution Center. The mortgage note bears an interest of 2.95% and matures on February 10, 2028.

(2)    On March 8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.

(3)    On March 11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.

(4)     On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.

(5)     The property associated with this loan was designated as held for sale as of December 31, 2020. The property associated with this loan was sold on January 8, 2021 and the loan was repaid.

Aggregate principal payments of mortgage notes payable

Aggregate future principal payments of mortgage notes and other debt payable as of March 31, 2021 are as follows: 

Year	Amount
2021	$	44,390
2022	6,856
2023	188,896
2024	23,889
2025	191,221
Thereafter	461,769
Total	$	917,021

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Common Stock Common Stock (Tables)

3 Months Ended

Mar. 31, 2021

Common Stock [Abstract]

Offering Cost Fees [Table Text Block]

	Selling Commission (1)	Dealer Manager Fee (2)
Class A Shares	up to 3.0%	0.85%
Class M Shares	—	0.30%
Class A-I Shares	up to 1.5%	0.30%
Class M-I Shares	—	None
Class D Shares (3)	up to 1.0%	None

________

(1)     Selling commissions are paid on the date of sale of our common stock.

(2)     We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3)     Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions [Table Text Block]

Stock Transactions

The stock transactions for each of our classes of common stock for the three months ended March 31, 2021 were as follows:

	Shares of Class A Common Stock	Shares of Class M Common Stock	Shares of Class A-I Common Stock	Shares of Class M-I Common Stock	Shares of Class D Common Stock
Balance, December 31, 2020	89,671,096	35,612,156	9,616,299	33,247,001	4,957,915
Issuance of common stock	2,848,254	515,302	87,999	2,768,063	2,555,366
Repurchase of common stock	(2,514,149)	(860,649)	—	(455,794)	—
Share conversions	(61,451)	(172,697)	—	233,806	—
Balance, March 31, 2021	89,943,750	35,094,112	9,704,298	35,793,076	7,513,281

Class of Stock [Line Items]

Schedule of Stock by Class [Table Text Block]

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the three months ended March 31, 2021 were as follows:

	Three Months Ended March 31, 2021
	# of shares	Amount
Class A Shares	2,848,254	$	33,624
Class M Shares	515,302	6,068
Class A-I Shares	87,999	1,043
Class M-I Shares	2,768,063	32,469
Class D Shares	2,555,366	30,000
Total		$	103,204

Schedule of Earnings Per Share [Table Text Block]

	Three Months Ended March 31, 2021
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net income per share:
Allocation of net income per share before performance fee	$	15,464	$	6,060	$	1,659	$	5,916	$	1,006
Weighted average number of common shares outstanding	89,762,121		35,177,589		9,637,799		34,349,467		5,838,096
Basic and diluted net income per share:	$	0.17	$	0.17	$	0.17	$	0.17	$	0.17
	Three Months Ended March 31, 2020
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	(9,849)	$	(4,172)	$	(1,191)	$	(2,805)	$	(532)
Weighted average number of common shares outstanding	91,730,904		38,847,788		11,082,858		26,124,774		4,927,915
Basic and diluted net loss per share:	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)	$	(0.11)

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Rentals Under Operating Leases Rentals Under Operating Leases (Tables)

3 Months Ended

Mar. 31, 2021

Operating Leased Assets [Line Items]

Schedule of Property Subject to or Available for Operating Lease [Table Text Block]

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at March 31, 2021 are as follows:

Year	Amount
2021	$	115,706
2022	116,997
2023	102,405
2024	89,863
2025	79,377
Thereafter	283,525
Total	$	787,873

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three months ended March 31, 2021 and 2020.

	Apartment		Industrial		Office		Retail		Other		Total
Assets as of March 31, 2021	$	785,122	$	805,301	$	336,423	$	573,911	$	22,370	$	2,523,127
Assets as of December 31, 2020	788,060		659,870		277,556		577,588		22,134		2,325,208
Three Months Ended March 31, 2021
Capital expenditures by segment	$	710	$	2,975	$	433	$	512	$	16	$	4,646
Revenues:
Rental revenue	$	15,848	$	15,226	$	7,572	$	12,053	$	32	$	50,731
Other revenue	759		5		372		83		631		1,850
Total revenues	$	16,607	$	15,231	$	7,944	$	12,136	$	663	$	52,581
Operating expenses:
Real estate taxes	$	3,112	$	2,459	$	767	$	1,633	$	115	$	8,086
Property operating expenses	4,830		1,354		1,487		2,046		194		9,911
Total segment operating expenses	$	7,942	$	3,813	$	2,254	$	3,679	$	309	$	17,997
Reconciliation to net income
Property general and administrative											$	660
Advisor fees											6,325
Company level expenses											1,193
Depreciation and amortization											19,945
Total operating expenses											$	46,120
Other income and (expenses):
Interest expense											$	(9,262)
Loss from unconsolidated real estate affiliates and fund investment											(339)
Gain on disposition of property and extinguishment of debt, net											33,422
Total other income and (expenses)											$	23,821
Net income											$	30,282
Reconciliation to total consolidated assets as of March 31, 2021
Assets per reportable segments											$	2,523,127
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											305,588
Total consolidated assets											$	2,828,715
Reconciliation to total consolidated assets as of December 31, 2020
Assets per reportable segments											2,325,208
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets											333,391
Total consolidated assets											$	2,658,599

	Apartment		Industrial		Office		Retail		Other		Total
Three Months Ended March 31, 2020
Capital expenditures by segment	$	1,013	$	272	$	798	$	623	$	—	$	2,706
Revenues:
Rental revenue	$	16,240	$	11,992	$	6,401	$	12,215	$	69	$	46,917
Other revenue	786		108		276		122		451		1,743
Total revenues	$	17,026	$	12,100	$	6,677	$	12,337	$	520	$	48,660
Operating expenses:
Real estate taxes	$	2,898	$	2,101	$	848	$	1,591	$	103	$	7,541
Property operating expenses	4,495		979		1,203		1,874		207		8,758
Total segment operating expenses	$	7,393	$	3,080	$	2,051	$	3,465	$	310	$	16,299
Reconciliation to net income
Property general and administrative											$	2,548
Advisor fees											6,578
Company level expenses											954
Depreciation and amortization											19,056
Total operating expenses											$	45,435
Other income and (expenses):
Interest expense											$	(14,535)
Loss from unconsolidated real estate affiliates and fund investment											(8,927)
Gain on disposition of property and extinguishment of debt, net											1,708
Total other income and (expenses)											$	(21,754)
Net loss											$	(18,529)

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Organization (Details) $ in Thousands			3 Months Ended	33 Months Ended
	Oct. 16, 2019 USD ($)	Mar. 03, 2015 USD ($)	Mar. 31, 2021 USD ($) Rate shares	Mar. 31, 2021 USD ($) shares	Dec. 31, 2020 shares
Organization (Textual) [Abstract]
Incorporation date			May 28, 2004
common stock, authorized in offering of new shares				$ 3,000,000
Common Stock, Value Authorized during Offering				2,700,000
common stock, authorized in offering for DRIP shares				$ 300,000
common stock, value authorized during DST offering	$ 500,000
Number Of Stockholders			17,872	17,872
Investment Owned, Balance, Shares | shares			2,521,801	2,521,801
Investment Owned, at Fair Value			$ 29,833	$ 29,833
Proceeds from Issuance or Sale of Equity			$ 14,242
Sale of Stock, Percentage of Ownership after Transaction | Rate			99.30%
Other Ownership Interest
Organization (Textual) [Abstract]
Sale of Stock, Percentage of Ownership after Transaction | Rate			0.70%
Consolidated properties [Member]
Organization (Textual) [Abstract]
Number of properties owned			85	85
Number of states			22	22
Class A Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			89,943,750	89,943,750	89,671,096
Class M Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			35,094,112	35,094,112	35,612,156
Class A-I Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			9,704,298	9,704,298	9,616,299
Class M-I Shares [Member]
Organization (Textual) [Abstract]
Common Stock, Shares, Outstanding | shares			35,793,076	35,793,076	33,247,001
Class D Shares [Member]
Organization (Textual) [Abstract]
common stock, value authorized during private offering		$ 350,000
Common Stock, Shares, Outstanding | shares			7,513,281	7,513,281	4,957,915
FOO [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			$ 961,262	$ 961,262
IPO [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			1,138,053	1,138,053
Private Placement [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			98,188	98,188
DST Program [Member]
Organization (Textual) [Abstract]
Common Stock, Value, Outstanding			$ 206,471	$ 206,471

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Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) Rate	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Summary of Significant Accounting Policies [Line Items]
Provision for Lease Losses	$ 424
Operating Leases, Income Statement, Minimum Lease Revenue	50,731	$ 46,917
Other Revenue	1,850	1,743
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Accumulated amortization of Deferred expenses	6,875		$ 6,495
Finite-Lived Intangible Assets, Accumulated Amortization	85,075		82,699
Finite-Lived intangible liability, Accumulated Amortization	13,114		12,724
Derivative Asset	5,561		6,500
Net Cash Provided by (Used in) Investing Activities	(166,868)	(99,430)
Provision for Lease Losses - Straight Line Rent	187
Rent relief provided to tenants, by deferral	6
Rent relief provided to tenants, by abatement	155
NYC Retail Portfolio [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Unrealized Gain (Loss) on Investments	1,081	$ 8,736
Level two [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Mortgage notes payable, fair value	$ 30,953		$ 30,923
Interest Rate Swap [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Derivative, Number of Instruments Held	5
Derivative, Notional Amount	$ 190,000
us-gaap_NewAccountingPronouncementMember [Domain]
Summary of Significant Accounting Policies [Line Items]
Operating Lease, Right-of-Use Asset	2,135
Ground Leases, Net	$ 2,245
JLLIPT [Member]
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Consolidation of variable interest entities, ownership percentage | Rate	100.00%

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Property Table 1 - Property listing (Details) $ in Thousands	Feb. 23, 2021 USD ($) ft²	Feb. 02, 2021 USD ($) ft²	Jan. 21, 2021 USD ($) ft²
Louisville Distribution Center | Industrial Segment [Member]
Business Acquisition [Line Items]
Area of Real Estate Property | ft²			1,040,000
Business Acquisition, Transaction Costs | $			$ 95,000
170 Park Ave | Office Segment [Member]
Business Acquisition [Line Items]
Area of Real Estate Property | ft²		147,000
Business Acquisition, Transaction Costs | $		$ 46,600
Southeast Phoenix Distribution Center | Industrial Segment [Member]
Business Acquisition [Line Items]
Area of Real Estate Property | ft²	474,000
Business Acquisition, Transaction Costs | $	$ 91,000

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Property Table 2 Schedule of Purchase Price Allocations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Land	$ 450,656	$ 428,313
Buildings and equipment	$ 2,070,267	$ 1,892,023
Minimum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Assets, Remaining Amortization Period	55 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Assets, Remaining Amortization Period	180 months
Property, Plant and Equipment, Other Types [Member]
Property, Plant and Equipment [Line Items]
Land	$ 22,343
Buildings and equipment	177,243
Finite-Lived Intangible Asset, Acquired-in-Place Leases	40,903
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross	2,214
Off-market Lease, Unfavorable	(15,458)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 227,245

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Property (Details) - South Seattle Distribution Center $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)	Jan. 08, 2021 ft²
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Area of Real Estate Property | ft²		323,000
Proceeds from Sale of Property Held-for-sale	$ 72,600
Extinguishment of Debt, Amount	17,841
Gain (Loss) on Disposition of Assets	$ 33,580

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Unconsolidated Real Estate Affiliates (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) ft²	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 08, 2015 USD ($)
Real Estate Properties [Line Items]
Equity Method Investments	$ 185,296		$ 187,890
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	80,274		79,192
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	52,581	$ 48,660
Operating income		45,435
Interest Expense	9,262
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	30,105	(18,549)
Chicago Parking Garage [Member]
Real Estate Properties [Line Items]
Equity Method Investments	14,164		14,000
Pioneer Tower [Member]
Real Estate Properties [Line Items]
Equity Method Investments	106,909		108,715
The Tremont [Member]
Real Estate Properties [Line Items]
Equity Method Investments	21,466		21,430
The Huntington [Member]
Real Estate Properties [Line Items]
Equity Method Investments	11,375		11,549
Unconsolidated Real Estate Affiliates [Member]
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	5,707	4,396
Operating Expenses	6,043	4,053
Operating income	(336)	343
Interest Expense	1,021	534
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	$ (1,357)	(191)
NYC Retail Portfolio [Member]
Real Estate Properties [Line Items]
Area of Real Estate Property | ft²	1,940,000
Real Estate Investments, Unconsolidated Real Estate and Other Joint Ventures	$ 80,274		79,192	$ 85,600
Real Estate Property Ownership Percentage				14.00%
Unrealized Gain (Loss) on Investments	$ 1,081	8,736
Area of unconsolidated real estate property sold | ft²	74,000
Madison NYC Core Retail Partners, L.P. [Member]
Real Estate Properties [Line Items]
Unrealized Gain (Loss) on Investments	$ 3,907	(31,560)
SUMMARIZED COMBINED STATEMENTS OF OPERATIONS-UNCONSOLIDATED REAL ESTATE AFFILIATES
Total revenues	36	$ 1,506
Siena Suwanee Town Center
Real Estate Properties [Line Items]
Equity Method Investments	$ 31,382		$ 32,196
NYC Retail Portfolio [Member]
Real Estate Properties [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				49.00%
Madison NYC Core Retail Partners, L.P. [Member]
Real Estate Properties [Line Items]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners				28.00%

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Unconsolidated Real Estate Affiliates Fair Value Option Investment Table (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Fair Value, Option, Quantitative Disclosures [Line Items]
Revenues	$ 52,581	$ 48,660
Net (loss) income	(30,282)	18,529
Madison NYC Core Retail Partners, L.P. [Member]
Fair Value, Option, Quantitative Disclosures [Line Items]
Revenues	36	1,506
Net Investment Income	(493)	1,084
Unrealized Gain (Loss) on Investments	(3,907)	31,560
Net (loss) income	$ 3,414	$ (30,476)

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Table 1 - Mortgage Notes and Other Debt Payable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 11, 2021	Feb. 10, 2021	Dec. 31, 2020
Summary of mortgage notes payable
Notes Payable	$ 917,021			$ 871,043
Debt Issuance Costs, Net	(2,905)			(2,941)
Mortgage notes and other debt payable, net	914,116			868,102
South Seattle Distribution Center
Summary of mortgage notes payable
Notes Payable	0			17,873
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Summary of mortgage notes payable
Notes Payable	0			17,873
Revolving Credit Facility [Member]
Summary of mortgage notes payable
Revolving Line of Credit	$ 40,000			0
Debt Instrument, Interest Rate, Stated Percentage	3.51%
Term Loan [Member]
Summary of mortgage notes payable
Debt Instrument, Interest Rate, Stated Percentage	3.10%
Long-term Line of Credit	$ 100,000
Derivative, Fixed Interest Rate	1.30%
Notes Payable to Banks [Member]
Summary of mortgage notes payable
Notes Payable	$ 777,021			$ 771,043
Minimum [Member]
Summary of mortgage notes payable
Debt Instrument, Interest Rate, Stated Percentage	2.41%
Maximum [Member]
Summary of mortgage notes payable
Debt Instrument, Interest Rate, Stated Percentage	5.30%
Whitestown Distribution Center
Summary of mortgage notes payable
Mortgage notes and other debt payable, net			$ 34,000
Derivative, Fixed Interest Rate			2.95%
140 Park Ave
Summary of mortgage notes payable
Extinguishment of Debt, Amount	$ 22,800
Townlake of Coppel
Summary of mortgage notes payable
Mortgage notes and other debt payable, net		$ 36,030
Derivative, Fixed Interest Rate		2.41%
Monument IV
Summary of mortgage notes payable
Extinguishment of Debt, Amount	$ 40,000

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Table 2 - Summary of Aggregate Principle (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]
2021	$ 44,390
2022	6,856
2023	188,896
2024	23,889
2025	191,221
Thereafter	461,769
Total	$ 917,021	$ 871,043

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Mortgage Notes and Other Debt Payable Text Detail (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 12, 2018	Aug. 04, 2017	May 26, 2017
Debt Instrument [Line Items]
Notes Payable	$ 917,021	$ 871,043
Line of Credit Facility, Maximum Borrowing Capacity			$ 400,000	$ 300,000	$ 250,000
Revolving Line of Credit, Maximum Borrowing Capacity					200,000
Term Loan, Maximum Borrowing Capacity					$ 50,000
Amortization of Debt Issuance Costs	$ 6,262	6,749
Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%
IPT Long-Term Line of Credit [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.10%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.51%
Revolving Line of Credit	$ 40,000	$ 0
Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Increase (Decrease)	3.99%
Revolving Credit Facility [Member] | IPT Long-Term Line of Credit [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date Range, End	May 25, 2021
Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.10%
Long-term Line of Credit	$ 100,000
Derivative, Fixed Interest Rate	1.30%
Swap [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.64%
Swap [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	1.80%

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Common Stock Common Stock (Details Text) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Equity, Class of Treasury Stock [Line Items]
Stock Repurchased During Period, Shares	(3,830,592)	(7,598,597)
Sale of Stock, Consideration Received on Transaction	$ 103,204,000
stockrepurchaselimit	5.00%
Repurchase of shares	$ (44,794,000)	$ (93,164,000)
Common Stock (Textual) [Abstract]
Stock Issued During Period, Shares, Dividend Reinvestment Plan	1,161,954	1,082,296
Stock Issued During Period, Value, Dividend Reinvestment Plan	$ 13,734,000	$ 13,262,000
Weighted Average Number of Outstanding Shares Basic and Diluted	174,765,072	172,744,239
Organization And Offering Expenses Reimbursement period	36 months
Calculation Of Reimbursed Offering Expenses As Specified Percentage Of Gross Proceeds	15.00%
Reimbursement of Organization and Offering Expenses	$ 1,228,000		$ 1,138,000
Proceeds from Issuance of Common Stock	$ 152,181,000	$ 167,750,000
Partners' Capital Account, Unit-based Payment Arrangement, Number of Units	1,217,092
Stock Issued During Period, Value, Conversion of Units	$ 14,252,000
Class A Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	89,943,750		89,671,096
Stock Issued During Period, Shares, New Issues	2,848,254
Stock Repurchased During Period, Shares	(2,514,149)
Conversion of Stock, Shares Issued	(61,451)
Common Stock (Textual) [Abstract]
Proceeds from Issuance of Common Stock	$ 33,624,000
Class M Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	35,094,112		35,612,156
Stock Issued During Period, Shares, New Issues	515,302
Stock Repurchased During Period, Shares	(860,649)
Conversion of Stock, Shares Issued	(172,697)
Common Stock (Textual) [Abstract]
Proceeds from Issuance of Common Stock	$ 6,068,000
Class A-I Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	9,704,298		9,616,299
Stock Issued During Period, Shares, New Issues	87,999
Stock Repurchased During Period, Shares	0
Conversion of Stock, Shares Issued	0
Common Stock (Textual) [Abstract]
Proceeds from Issuance of Common Stock	$ 1,043,000
Class M-I Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	35,793,076		33,247,001
Stock Issued During Period, Shares, New Issues	2,768,063
Stock Repurchased During Period, Shares	(455,794)
Conversion of Stock, Shares Issued	233,806
Common Stock (Textual) [Abstract]
Proceeds from Issuance of Common Stock	$ 32,469,000
Class D Shares [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Outstanding	7,513,281		4,957,915
Stock Issued During Period, Shares, New Issues	2,555,366
Stock Repurchased During Period, Shares	0
Conversion of Stock, Shares Issued	0
Common Stock (Textual) [Abstract]
Proceeds from Issuance of Common Stock	$ 30,000,000

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Common Stock Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Earnings Per Share, Basic and Diluted
Class A Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ 15,464	$ (9,849)
Weighted Average Number of Shares Outstanding, Basic and Diluted	89,762,121	91,730,904
Earnings Per Share, Basic and Diluted	$ 0.17	$ (0.11)
Class M Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ 6,060	$ (4,172)
Weighted Average Number of Shares Outstanding, Basic and Diluted	35,177,589	38,847,788
Earnings Per Share, Basic and Diluted	$ 0.17	$ (0.11)
Class A-I Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ 1,659	$ (1,191)
Weighted Average Number of Shares Outstanding, Basic and Diluted	9,637,799	11,082,858
Earnings Per Share, Basic and Diluted	$ 0.17	$ (0.11)
Class M-I Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ 5,916	$ (2,805)
Weighted Average Number of Shares Outstanding, Basic and Diluted	34,349,467	26,124,774
Earnings Per Share, Basic and Diluted	$ 0.17	$ (0.11)
Class D Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income, before performance fee	$ 1,006	$ (532)
Weighted Average Number of Shares Outstanding, Basic and Diluted	5,838,096	4,927,915
Earnings Per Share, Basic and Diluted	$ 0.17	$ (0.11)

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DST Program (Details) - USD ($) $ in Thousands	Oct. 16, 2019	Mar. 31, 2021
Variable Interest Entity [Line Items]
common stock, value authorized during DST offering	$ 500,000
DST Program [Member]
Variable Interest Entity [Line Items]
Common Stock, Value, Outstanding		$ 206,471
DST Program [Member]
Variable Interest Entity [Line Items]
Deferred Costs		$ 359

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Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related Party Transactions (Textual) [Abstract]
Advisory Fees	$ 6,325
Related Party Property Management Services Expense Paid	166	$ 187
Payments for Brokerage Fees	162	75
Payments of Stock Issuance Costs	3,840	5,288
Accrued Offering Costs	109,315		$ 155,882
Reimbursement of Organization and Offering Expenses	1,228		1,138
Selling commission, Dealer Manager Fee, Distribution Fee [Member]
Related Party Transactions (Textual) [Abstract]
Payments of Stock Issuance Costs	2,614	3,590
Accrued Offering Costs	$ 108,087		105,770
Common Stock [Member]
Related Party Transactions (Textual) [Abstract]
DST Program Selling Commissions	5.00%
DST Program Dealer Manager Fee	1.00%
DST Program Placement Fees	1.00%
DST Program [Member]
Related Party Transactions (Textual) [Abstract]
Payments of Stock Issuance Costs	$ 1,027	663
DST Investor Servicing Fees	126	4
DST Advisor Fees	$ 76	2
Fixed fee [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	1.25%
Fixed portions of management and advisory fees		$ 6,578
Manager and advisory fees payable	$ 2,227		$ 2,122
Hurdle Rate [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	7.00%
performance fee [Member]
Related Party Transactions (Textual) [Abstract]
Management and Advisory Fee Percentage on Net Asset Value	10.00%
Manager and advisory fees payable	$ 0

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Commitments and Contingencies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
South Beach Parking Garage [Member]
Other Commitments [Line Items]
Payments for Rent	$ 100

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Rentals Under Operating Leases Rentals Under Operating Leases (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Property Subject to or Available for Operating Lease [Line Items]
Operating Leases, Future Minimum Payments Receivable, Current	$ 115,706
Operating Leases, Future Minimum Payments Receivable, in Two Years	116,997
Operating Leases, Future Minimum Payments Receivable, in Three Years	102,405
Operating Leases, Future Minimum Payments Receivable, in Four Years	89,863
Operating Leases, Future Minimum Payments Receivable, in Five Years	79,377
Operating Leases, Future Minimum Payments Receivable, Thereafter	283,525
Operating Leases, Future Minimum Payments Receivable	$ 787,873

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Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Assets	$ 2,828,715		$ 2,658,599
Payments for Capital Improvements	3,758	$ 2,455
Rental revenue	50,731	46,917
Other Revenue	1,850	1,743
Total revenues	52,581	48,660
Real estate taxes	8,086	7,541
Property operating	9,911	8,758
Total operating expenses	46,120	45,435
Property general and administrative	660
Advisory Fees	6,325
Company Level Expenses	1,193
Depreciation, Depletion and Amortization, Nonproduction	19,945
Operating income		45,435
Interest Expense	(9,262)
(Loss) income from unconsolidated real estate affiliates and fund investments	(339)
Gain (Loss) on Extinguishment of Debt	33,422
Other Nonoperating Income (Expense)	23,821	(21,754)
Income (loss) from continuing operations	30,282
Apartments Segment [Member]
Segment Reporting Information [Line Items]
Assets	785,122		788,060
Payments for Capital Improvements	710	1,013
Rental revenue	15,848	16,240
Other Revenue	759	786
Total revenues	16,607	17,026
Real estate taxes	3,112	2,898
Property operating	4,830	4,495
Total operating expenses	7,942	7,393
Industrial Segment [Member]
Segment Reporting Information [Line Items]
Assets	805,301		659,870
Payments for Capital Improvements	2,975	272
Rental revenue	15,226	11,992
Other Revenue	5	108
Total revenues	15,231	12,100
Real estate taxes	2,459	2,101
Property operating	1,354	979
Total operating expenses	3,813	3,080
Office Segment [Member]
Segment Reporting Information [Line Items]
Assets	336,423		277,556
Payments for Capital Improvements	433	798
Rental revenue	7,572	6,401
Other Revenue	372	276
Total revenues	7,944	6,677
Real estate taxes	767	848
Property operating	1,487	1,203
Total operating expenses	2,254	2,051
Retail Segment [Member]
Segment Reporting Information [Line Items]
Assets	573,911		577,588
Payments for Capital Improvements	512	623
Rental revenue	12,053	12,215
Other Revenue	83	122
Total revenues	12,136	12,337
Real estate taxes	1,633	1,591
Property operating	2,046	1,874
Total operating expenses	3,679	3,465
Other Segments [Member]
Segment Reporting Information [Line Items]
Assets	22,370		22,134
Payments for Capital Improvements	16	0
Rental revenue	32	69
Other Revenue	631	451
Total revenues	663	520
Real estate taxes	115	103
Property operating	194	207
Total operating expenses	309	310
Corporate [Member]
Segment Reporting Information [Line Items]
Assets	305,588		333,391
Corporate and Other
Segment Reporting Information [Line Items]
Assets	2,523,127	2,325,208	$ 2,325,208
Payments for Capital Improvements	4,646	2,706
Rental revenue	50,731	46,917
Other Revenue	1,850	1,743
Total revenues	52,581
Real estate taxes	8,086	7,541
Property operating	9,911	8,758
Total operating expenses	$ 17,997	16,299
Property general and administrative		2,548
Advisory Fees		6,578
Company Level Expenses		954
Depreciation, Depletion and Amortization, Nonproduction		19,056
Interest Expense		(14,535)
(Loss) income from unconsolidated real estate affiliates and fund investments		(8,927)
Gain (Loss) on Extinguishment of Debt		1,708
Other Nonoperating Income (Expense)		(21,754)
Income (loss) from continuing operations		$ (18,529)

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Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			33 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	May 03, 2021
Subsequent Event [Line Items]
common stock, authorized in offering of new shares				$ 3,000,000
Common Stock, Dividends, Per Share, Declared		$ 0.135	$ 0.135
Subsequent Event [Member]
Subsequent Event [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.135
Princeton North Andover | Subsequent Event [Member] | Apartment Building
Subsequent Event [Line Items]
Business Acquisition, Transaction Costs					$ 72,500

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Label	Element	Value
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 114,022,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 101,434,000