Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation, will hold its 20182019 annual meeting of stockholders at 8:30 a.m. Central time on Tuesday, May 8, 2018Thursday, June 13, 2019 at the offices of Jones Lang LaSalle Income Property Trust, Inc. at 333 West Wacker Drive, Chicago, Illinois 60606, Lobby Conference Room. As used herein, “we,” “our,” “us” and “our company” each refers to Jones Lang LaSalle Income Property Trust, Inc. The annual meeting will be held for the following purposes:

We are providing you with this proxy statement, which contains information about the items to be voted upon at the 20182019 annual meeting of stockholders.stockholders (the “Annual Meeting”). To make this information easier to understand, we have presented the information below in a question and answer format. The words “we,” “our,” “us” and “our company” and “JLL Income Property Trust” refer to Jones Lang LaSalle Income Property Trust, Inc. and its subsidiaries. The term “advisor” and “LaSalle” refer to LaSalle Investment Management, Inc., and the terms “sponsor” and “JLL” refer to Jones Lang LaSalle Incorporated.

This proxy statement and the enclosed proxy card are being furnished to you, as a stockholder of JLL Income Property Trust, because our board of directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that stockholders should consider before voting on the proposals to be presented at the Annual Meeting.

We intend to mail this proxy statement and accompanying proxy card on or about April 2, 20182019 to all stockholders of record entitled to vote at the Annual Meeting.

A proxy is a person who votes the shares of stock of another person who is not able to attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing C. Allan Swaringen and Gordon G. Repp, each of whom serves as an officer of our company, as your proxies, and you are giving them permission to vote your shares of common stock at the Annual Meeting. The appointed proxies will vote your shares of common stock as you instruct, unless you submit your proxy without instructions. If you submit your proxy without instructions, the proxies will vote in accordance with the recommendation of our board of directors with respect to any proposals to be voted upon or, in the absence of such a

There are twothree proposals expected to be presented at the Annual Meeting:

No cumulative voting is authorized, and dissenters’ rights are not applicable to matters being voted upon.

This solicitation is being made primarily by the mailing of these proxy materials. Supplemental solicitations may be made by mail or telephone by our officers and representatives, who will receive no extra compensation for their services. We have hired Mediant Communications (“Mediant”) to assist us in the distribution of our proxy materials and for the solicitation of proxy votes. The expenses in connection with this solicitation, including preparing and mailing these proxy materials, will be borne by us and we will pay Mediant customary fees and expenses for these services. We estimate the costs associated with solicitation, preparing and mailing the proxy materials and Mediant’s fees and expenses to be approximately $50,000.$90,000. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares of our common stock held as of record as of the close of business on

Holders of record of our shares of common stock as of the close of business on March 16, 201815, 2019 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting, or any postponements or adjournments of the Annual Meeting. As of the close of business on the Record Date, there were 69,452,208; 38,539,606; 10,838,734; 7,113,658;73,164,405; 40,438,782; 10,989,001; 10,996,332; and 7,531,7145,448,110 shares of Class A, Class M, Class A-I, Class M-I, and Class D common stock issued and outstanding, respectively, for a total of 133,475,920141,036,630 shares of our common stock, $0.01 par value per share, issued and outstanding as of the Record Date. Each outstanding share of our common stock entitles its holder to cast one vote on each proposal to be voted on during the Annual Meeting.

The presence, either in person or by proxy, of at least a majority of the shares entitled to vote at the Annual Meeting on any matter will constitute a quorum. If a quorum is not present at the Annual Meeting, or if a quorum is present but sufficient votes to approve a proposal are not received, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days from the original Record Date to permit further solicitation of proxies.

For the purpose of determining whether a quorum is present at the Annual Meeting, we will count shares represented in person or by properly executed proxy. We will treat shares that abstain from voting as to a particular matter and broker non-votes (defined below) as shares that are present at the Annual Meeting for purposes of determining whether a quorum exists, but we will not count them as votes cast on such matter. A “broker non- vote”non-vote” occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

All proxies that are properly executed and received by our Secretary prior to the Annual Meeting, and are not revoked, will be voted at the Annual Meeting. Shares represented by properly executed proxies will be voted in accordance with the instructions on those proxies. If no specification is made on a properly executed proxy, it will be voted FOR the election of each of the nominees set forth in Proposal No. 1, FOR the Charter Amendment set forth in Proposal No. 2, and FOR the ratification of the appointment of KPMG as our independent registered public accounting firm as set forth in Proposal No. 2.3.

Even if you plan to attend the Annual Meeting in person, we urge you to return your proxy card or submit a proxy by telephone or via the internet to ensure the representation of your shares at the Annual Meeting.

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you are considered the beneficial owner of your shares. You should receive a proxy or voting instruction form from the institution that holds your shares. Follow the instructions included on that form regarding how to instruct your broker to vote your shares.

If your shares are held in street name and you wish to attend the Annual Meeting and/or vote in person, you must bring your broker or bank voting instruction card and a proxy, executed in your favor, from the record holder of your shares. In addition, you must bring a valid government-issued photo identification, such as a driver’s license or a passport.

Unless you give other instructions on your proxy card, the individuals named on the card as proxy holders will vote in accordance with the recommendation of our board of directors. Our board of directors recommends that you vote your shares as follows:

If we receive your proxy authorization by telephone or over the internet, we will use procedures reasonably designed to authenticate your identity in order to allow you to authorize the voting of your shares in accordance with your instructions and to confirm that your instructions have been properly recorded. Proxies authorized by telephone or via the internet may be revoked at any time before they are voted in the same manner that proxies authorized by mail may be revoked.

If your shares are held by your bank or broker as a nominee or agent (in “street name”),in street name, you should follow the instructions for revoking a proxy provided by your bank or broker.

If an incumbent nominee for the board of directors does not receive the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting, then under Maryland law, he or she will continue to serve as a “holdover director” until his or her successor is duly elected. In addition, the nominating committee of our board of directors (the “Nominating Committee”) and our board of directors will take the information into account in connection with future director nominee discussions.

The stockholder vote on the ratification of KPMG as our independent registered public accounting firm is not binding on our company. If the stockholders do not ratify the appointment, the Audit Committeeaudit committee of our board of directors (the “Audit Committee”) will reconsider the appointment.

Other than the matters described in this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If other matters are presented and you are voting by proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Current Report on Form 8-K filed with the SECSecurities and Exchange Commission (the “SEC”) within four business days after the date of the Annual Meeting.

You may also read and copy any reports, statements or other information we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You may obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities.

At the Annual Meeting, seven directors are to be elected for the ensuing year and until their successors are elected and qualify. Each of the nominees for director currently is a director of JLL Income Property Trust and has consented to be named in this proxy statement and to continue to serve as our director if elected. Pursuant to our bylaws, we can have no more than 15 and no fewer than three directors. A majority of our directors must be “independent” (“Independent Directors”) under the independence standards established by our Charter and the standards of the New York Stock Exchange (“NYSE”). Pursuant to our bylaws, at least three of our directors must be designated by LaSalle (“Affiliated Directors”) for so long as it serves as our advisor. In addition, the remaining directors need to be individuals recommended by our Nominating Committee and nominated by our board of directors, after consultation with LaSalle. The election of each nominee for director requires the affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting. If elected, each director will hold office until the date of the 20192020 annual meeting of stockholders and until his or her successor is elected and qualifies, subject to earlier death, resignation or removal from office.

Our board of directors has nominated (i) Virginia G. Breen, Jonathan B. Bulkeley, R. Martel Day, and William E. Sullivan as the Independent Directors and (ii) Lynn C. Thurber, Jacques N. Gordon, and Jason B. Kern as the Affiliated Directors. Ms. Breen and Mr. Bulkeley have served on our board of directors since December 2004; Ms. Thurber has served on our board of directors since November 2011; Messrs. Gordon and Sullivan have served on our board of directors since September 2012; Mr. Kern has served on our board of directors since November 2013; and Mr. Day has served on our board of directors since June 2015.

The following table and biographical descriptions provides information about the nominees to our board of directors:

The principal occupation and certain other information about the nominees are set forth below:

At the Annual Meeting, we will vote each valid proxy returned to us for the seven nominees listed above unless the proxy specifies otherwise. Proxies may not be voted for more than seven nominees for director. While our board of directors does not anticipate that any of the nominees will be unable to stand for election as a director at the Annual Meeting, if that is the case, proxies will be voted in favor of such other person or persons as our board of directors may designate.

The Nominating Committee employs a variety of methods to identify and evaluate nominees for director. The Nominating Committee assesses the appropriate size of the board of directors and whether any vacancies on the board are expected due to retirement or otherwise. In the event thatIf vacancies are anticipated or otherwise arise, the Committee would consider various potential candidates for director. Candidates may come to the attention of the Committee through then current directors, company officers, stockholders, professional search firms, or other persons. If the Nominating Committee recommended a candidate proposed by a professional search firm and the board nominated such candidate, the Nominating Committee would expect to compensate such firm for its services, but we would not pay any compensation for suggestions of candidates from any other source. The Nominating Committee would evaluate candidates at regular or special meetings and may consider candidates at any point during the year depending upon the circumstances, taking into accountconsidering the skills and attributes of any departing

Our board of directors believes that the significance of each director nominee’s qualifications, experience, attributes and skills is particular to that individual, meaning that there is no single test applicable to all director candidates. The effectiveness of our board of directors is best evaluated as a group of directors, rather than at an individual director level. As a result, our Nominating Committee has established a set of qualifications that it generally expects the board of directors in total to possess, including certain attributes that they expect each director to possess, but it is not expected or desired that each director would all have all the same qualifications. When evaluating candidates for a position on our board of directors, our Nominating Committee considers the potential impact of the candidate on our board of directors as a whole, along with his or her particular experiences, and then makes a recommendation to the board of directors, who will also evaluate those same considerations. We do not have a policy with respect to the consideration of diversity. The diversity of a candidate’s background or experiences, when considered in comparison to the background and experiences of other members of our board of directors, may or may not impact our Nominating Committee’s or board of directors’ view as to the candidate. In evaluating director candidates, our Nominating Committee and board of directors consider all factors that they deem relevant.

In conducting its annual self-assessment and nominating the director nominees, our board of directors determined that each director nominee has the qualifications, experience, attributes and skills appropriate to continue his or her service as a director of our company in view of our business and structure. In addition to a demonstrated record of business and professional accomplishment, each of our director nominees has experience serving on boards, including our board of directors and boards of other organizations. Each of our directors has gained substantial insight as to the operation of our company and has demonstrated a commitment to discharging his or her oversight responsibilities as a director.

Each director was nominated to our board of directors based on the basis of the unique skills he or she brings to our board of directors, as well as how those skills collectively enhance our board of directors. On an individual basis:

The information above is not exclusive. When considering a director nominee, our Nominating Committee and board of directors consider many intangible elements, such as intelligence, integrity, work ethic and the ability to work with other directors, communicate effectively, exercise judgment, ask incisive questions and commitment to stockholder interests. Our board of directors has confirmed that each of the candidates for Independent Director is independent. Our board of directors has also determined that each of the director nominees is a highly qualified candidate for directorship and should therefore continue to serve as director.

We are committed to the values of effective corporate governance and the highest ethical standards. We believe that these values will promote the best long-term performance and sustainability of our company for the benefit of our stockholders. To this end, over the past years we have adopted the following significant corporate governance policies and practices:

Our board of directors oversees our management and operations, while our advisor is responsible for our day-to-day management and operations. Our board of directors’ oversight role does not make its members guarantors of our investments or activities.

Our board of directors has appointed various officers of our advisor as officers of our company with the collective responsibility to monitor and report to our board of directors on our operations. In conducting its oversight, our board of directors receives regular reports from these officers and from other senior officers of our advisor regarding our operations. Some of these reports are provided as part of formal meetings of our board of directors, which are typically held quarterly, in person, and involve our board of directors’ review of our recent operations. From time to time, one or more of our directors may also meet with management in less formal settings, between scheduled meetings of our board of directors, to discuss various topics. In addition, every other year our board, officers and other senior officer of our advisor participate in a two day in-person meeting to focus on our long-term strategy, and a shorter strategic planning update meeting in the intervening years.

Our board of directors has structured itself in a manner that it believes allows it to perform its oversight function effectively. A majority of our directors are independent pursuant to the definition of independence established by our Charter and the standards of the NYSE. Although neither our governance documents nor board of directors require the separation of the offices of the Chairman of the Board and the Chief Executive Officer, our board of directors currently operates under a leadership structure with separate roles for our Chairman of the Board and our Chief Executive Officer. Ms. Thurber, as our Chairman of the Board, presides over meetings of the board of directors and is responsible for reviewing the agenda for the meetings of the board of directors and the annual meetings of stockholders, and Mr. Swaringen, as our Chief Executive Officer, is responsible for the general management of our business, financial affairs and day-to-day operations.

In addition, although Ms. Thurber has not had day-to-day responsibilities with our advisor since her retirement as its Chief Executive Officer in 2006, our board of directors has determined that since the Chairman of the Board is not an Independent Director, there should be a lead Independent Director appointed by a majority of our Independent Directors. Our Independent Directors have appointed Mr. Bulkeley to serve as our lead Independent Director. Key responsibilities of our lead Independent Director include, among others, presiding at executive sessions of Independent Directors, facilitating communications between the Independent Directors and the Chairman of the Board and Chief Executive Officer and calling meetings of the Independent Directors, as necessary.

Our board of directors reviews its structure annually.annually, including a review by the Nominating Committee. Our board of directors believes that its structure, in which our advisor and sponsor are represented, is appropriate in light of the significant services that our advisor provides to us and the amount our sponsor has invested in our common stock. In addition, our board of directors believes that (i) the requirement that a majority of our board of directors be comprised of Independent Directors, who have the responsibility and authority to approve many major decisions of the board of directors, (ii) the requirement that related party transactions be presented to our full board of directors and approved by a majority of the Independent Directors or reviewed and approved by the Audit Committee and (iii) the structure, function and composition of the Audit Committee, which is comprised solely of Independent Directors, and the Nominating Committee, which is comprised of a majority of Independent Directors, are appropriate means to provide us with effective oversight and address any potential conflicts of interest that may arise from our relationship with our advisor.

As part of their oversight functions, the board of directors and Audit Committee receive and review various reports relating to risk management. Because risk management is a broad concept comprised of many different elements (including, among other things, investment risk, valuation risk, credit risk, compliance and regulatory risk, business continuity risks, operational risk, and insurance), our board of directors and Audit Committee handle oversight of different types of risks in different ways. For example, the full board of directors receives and reviews reports from senior personnel of our advisor (including senior compliance, financial reporting and investment personnel) or its affiliates regarding various types of risks, such as operational, compliance and investment risk, and how they are being managed. Much of this is covered by the enterprise risk management process utilized by our advisor for our benefit, and annually participated in by the fulleach member of our board of directors, an overview of which is presentedour advisor presents to our board of directors for review.review and discussion. Members of our advisor’s insurance risk management team also meet with our board of directors on multiple occasions each year to assess the insurance needs and appropriate forms and levels of insurance coverage. In addition, our advisor annually presents a strategic plan for our company to our advisor’s Investment Committee, which includes an investment risk review. The Audit Committee supports the oversight of risk management by the board of directors in a variety of ways, including (i) participation in and receipt and review of reports regarding our disclosure controls and procedures prior to the issuance of our annual and quarterly financial reports, (ii) meetings with our Chief Financial Officer and our independent public accountants to discuss, among other things, the internal control structure of our financial reporting function and compliance with certain requirements of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) and (iii) reporting to our board of directors as to these and other matters.

Although our shares are not listed for trading on any national securities exchange, a majority of the members of our board of directors, and all of the members of the Audit Committee, are “independent” as defined by the NYSE. The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us).

In addition, we have determined that the Independent Directors satisfy the definition of independence set forth in our Charter, as required by the North American Securities Administrators Association's Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007 (the “NASAA REIT Guidelines”). Our Charter provides that an independent director is a director who is not and has not for the last two years been associated, directly or indirectly, with our advisor or sponsor. A director is deemed to be associated with our advisor or sponsor if he or she owns any interest in, is employed by, is an officer or director of, or has any material business or professional relationship with our advisor, our sponsor, or any of their affiliates; performs services (other than as a director) for us; or serves as a director or trustee for more than three REITs organized by our sponsor or advised by our advisor. A business or professional relationship will be deemed material per se if the gross revenue derived by the director from our sponsor, our advisor and any of their affiliates exceeds five percent of (i) the director's annual gross revenue derived from all sources during either of the last two years or (ii) the director's net worth on a fair market value basis. An indirect relationship is defined to include circumstances in which the director's spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law is or has been associated with us, our advisor, our sponsor or any of their affiliates. Our Charter requires that at all times at least one of our Independent Directors must have at least three years of relevant real estate experience.

Our board of directors has determined that each of Virginia G. Breen, Jonathan B. Bulkeley, R. Martel Day, and William E. Sullivan are Independent Directors pursuant to the definition of independence set forth by the NYSE and under the requirements of our Charter.

During the fiscal year ended December 31, 2017,2018, our board of directors met four times, and each director attended 100% of the meetings of the board of directors and applicable committee meetings held during the period for which he or she was a director.director, except that Mr. Day was unable to attend one meeting of the board of directors.

We do not have a formal policy requiring directors to attend annual meetings of stockholders, although we do encourage their attendance. All directors were present at our 20172018 annual meeting of stockholders.

Our board of directors provides a process for stockholders to send communications to them. Any stockholder who desires to contact members of our board of directors may do so by sending written communications addressed to such directors c/o our Secretary, Jones Lang LaSalle Income Property Trust, Inc., 333 West Wacker Drive, Suite 2300, Chicago, Illinois 60606, unless such communications relate to accounting matters, in which case stockholders should send such communications to the Audit Committee Chairman, Jones Lang LaSalle Income Property Trust, Inc. at the address above. All communications will be compiled by our Secretary, who will determine whether they should be presented to our board of directors. The purpose of this screening is to avoid having our board of directors consider irrelevant or inappropriate communications (such as advertisements and solicitations). Our Secretary will submit all appropriate communications to our board of directors, the Audit Committee or the relevant individual director(s), as appropriate. All communications that relate to questionable accounting or auditing matters involving our company will be promptly forwarded directly to the Audit Committee.

Our board of directors also will consider recommendations made by stockholders for nominees to our board of directors. In order toTo be considered by our board of directors, recommendations made by stockholders must be submitted within the timeframe required to request a proposal to be included in the proxy materials. In evaluating the persons recommended as potential members of our board of directors, our board of directors will consider each candidate without regard to the source of the recommendation and take into accountconsider those factors that our board of directors determines are relevant. Stockholders may directly nominate potential members of our board of directors (without the recommendation of our board of directors) by satisfying the procedural requirements for such nomination as provided in Article II, Section 11 of our bylaws.

We provide each director who joins our board of directors with an initial orientation about our company, including our business operations, strategy, policies and governance. We also provide all of our directors with resources and ongoing education opportunities to assist them in staying educated and informed with respect to real estate markets, developments in corporate governance and critical issues relating to the operation of boards of public companies and their committees.

Our board of directors annually conducts a self-evaluation (with anonymous responses permitted) to determine whether our board of directors, the Audit Committee and the Nominating Committee are functioning effectively and to identify opportunities to enhance their effectiveness.

The Audit Committee’s primary function is to assist our board of directors in fulfilling its responsibility by overseeing: (1) the integrity of our financial statements, (2) our compliance with legal and regulatory financial disclosure requirements, (3) the independent auditors’ qualifications and independence and (4) the performance of the independent auditors and any internal audit function. The Audit Committee is comprised solely of Independent Directors and it operates under a written charter adopted by our board of directors, a copy of which is available on our website. The Audit Committee intends for its composition, and the attributes of its members and its responsibilities, as reflected in the Audit Committee Charter, to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis.

In accordance with the Audit Committee Charter, the Audit Committee, subject to any action of our board of directors, has ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace our independent registered public accounting firm. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by management.

Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm. The Audit Committee serves a board-level oversight role, in which it provides independent, objective oversight of our accounting functions and internal and disclosure controls based on the basis of the information it receives, discussions with management and the auditors and the experience of the Audit Committee’s members in business, financial and accounting matters.

As part of its ongoing activities, the Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC on March 8, 2018.2019.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of our company under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

The following director compensation table sets forth the compensation paid to our Independent Directors in fiscal year 20172018 for services to us. Affiliated Directors are not compensated by us for their service on our board of directors. Compensation was paid in a combination of cash and stock, as further described below.

All directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of our board of directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors.

In May 2016, our board of directors, including a majority of our Independent Directors, approved our Amended and Restated Incentive Plan (the “Incentive Plan”), under which stock awards can be made to attract and retain directors, officers, employees, consultants and senior management of our advisor (“Participants”). The Incentive Plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, other stock-based awards and cash-based awards to Participants selected by our board of directors for participation in the Incentive Plan. Stock options may not have an exercise price that is less than the fair

The following table provides information about our common stock that may be issued under our Incentive Plan as of December 31, 2017.2018.

Our board of directors has authorized and reserved a maximum of 2,000,000 Class M shares for issuance under the Incentive Plan. However, no awards shall be granted under the Incentive Plan on any date on which the aggregate number of shares subject to awards previously issued under the Incentive Plan, together with the proposed awards to be granted on such date, exceed 2% of the total outstanding shares of common stock on such date. In the event of a transaction between our company and our stockholders that causes the per-share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the Incentive Plan will be adjusted proportionately and our board of directors will make adjustments to the Incentive Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from the transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the Incentive Plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

We have no employees as all of our day-to-day operations are managed by LaSalle, as our advisor. See “Transactions with Related Persons and Certain Control Persons” below for a description of the advisory agreement by and between us and LaSalle.LaSalle (the “Advisory Agreement”). During 2017,2018, we did not pay any compensation to our executive officers or provide any personal benefits, perquisites, deferred compensation or other forms of non-cash compensation. We have not paid, and do not intend to pay, any annual compensation to our executive officers for their service as officers, however, we may reimburse our advisor for the services of its personnel, including those who serve as our executive officers, pursuant to the Second Amended and Restated Advisory Agreement by and between us and LaSalle (the “Advisory Agreement”).Agreement.

On November 4, 2014, as provided for in the Advisory Agreement, we agreed to reimburse LaSalle a portion of certain of our executive officers’ compensation associated with work performed on our registration statement for a follow-on offering (our “first extended public offering”), prior to it being declared effective. These amounts are being reimbursed over a three yearthree-year period beginning in 2015. Reimbursement for the year ended December 31, 2017 included $20,548$844 for Mr. Swaringen, $34,577$1,421 for Mr. Falk and $29,738$1,222 for Mr. Repp. These amounts are based on the amount of time Messrs. Swaringen, Falk and Repp spent on our currentfirst extended public offering, before it was declared effective. Regardless, Messrs. Swaringen and Falk dedicate all of their time as employees of LaSalle to us and Mr. Repp dedicates anda significant portion of his time. We have not reimbursed any other amounts of compensation paid by LaSalle to our executive officers.

SEC regulations require the disclosure of the compensation policies applicable to executive officers in the form of a report by the compensation committee of the board of directors (or a report of the full board of directors in the absence of a compensation committee). As noted above, we are externally managed by LaSalle and have no employees. As a result, we pay no direct compensation to our executive directors and therefore have no separate compensation committee. The board of directors has not considered a compensation policy for employees and has not included a report with this proxy statement. See “Transactions with Related Persons and Certain Control Persons” below for a description of the Advisory Agreement and for additional details regarding reimbursements to LaSalle.

Our executive officers are compensated by LaSalle and not by us and do not serve as members of our board of directors; therefore, none of our executive officers participated in any deliberations regarding executive compensation. In 2017,2018, our entire board of directors determined the compensation of our Independent Directors and the amounts of executive compensation that should be reimbursed to LaSalle by us. As noted above, we have no employees. During the fiscal year ended December 31, 2017,2018, none of our executive officers served as:

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC, within specified time frames, initial reports of beneficial ownership and reports of changes in ownership of our shares of common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us, and confirmations that no additional reports were required, all required Section 16(a) filings were timely and correctly made by reporting persons during the fiscal year ended December 31, 2016, except that within the required two business day reporting requirement imposed by the SEC, the Company did not timely file a Form 4 form on behalf of C. Allan Swaringen and a Form 4 form on behalf of Gregory A. Falk.2018.

The following table shows the beneficial ownership of shares of our common stock as of March 16, 201815, 2019 by:

The following describes all transactions since January 1, 20172018 and currently proposed transactions involving us, our directors, our advisor, our sponsor and any affiliate thereof. Our Independent Directors are specifically charged with the duty to examine, and have examined, the fairness of such transactions, and have determined that all such transactions are fair and reasonable to us and on terms no less favorable to us than those available from unaffiliated third parties.

As of March 16, 2018,15, 2019, JLL and its affiliates own an aggregate of 5,147,000 Class M shares for which they have contributed to us an aggregate of $50.2 million. Of these amounts, (1) 3,648 shares were purchased for $200,000 in November 2011, which will not be eligible for repurchase or resale as long as JLL is our sponsor, and (2) 884,955 shares were purchased for $50 million on August 8, 2012, which became eligible for repurchase pursuant to our share repurchase plan on the fifth anniversary of the purchase date and are subject to certain limitations as to the amount eligible for repurchase until the seventh anniversary of the purchase date, provided that we will be obligated to repurchase the shares immediately upon request of the holder if an affiliate of our sponsor no longer serves as our advisor. Each of the foregoing purchases were made at a price equal to the most recently reported NAV per share as of the purchase date. The holders of these shares receive distributions on shares held by them to the same extent as distributions paid to other holders of Class M shares.

As of March 16, 2018,15, 2019, our officers and Independent Directors, as a group, own 75,89093,080 shares of our Class A, Class M, and Class M-I common stock.

In 2007 and 2008, we acquired a 78% ownership interest in a joint venturesventure which owned sixowns The Edge at Lafayette a student-oriented apartment communities.community. The aggregate purchase price for the six apartment communitiescommunity was approximately $223.2$25.0 million, of which our share was approximately $174.1$19.5 million. The owner of the remaining 22% interest in the joint ventures which owned each of these six student housing communitiesventure is an investment fund advised by LaSalle and in which JLL owns a minority interest. The joint venture agreements were executed with customary business terms that provide for the sharing of net income or loss and cash flow based on each owner’s ownership percentage. In connection with the refinancing of five of the apartment communities in 2013, each joint venture partner invested additional equity in proportion to their ownership interests. On JanuaryDecember 27, 2015,2018, we andacquired our joint venture partner sold fourpartners 22% interest in the property for $0.9 million plus the assumption of the six student housing communities. On September 6, 2016, we and our joint venture partner sold onepartners pro rata share of the remaining student housing communities and we expect the final apartment community to be sold some time in the third quartermortgage loan of 2018.$3.9 million.

On January 5, 2016, a wholly owned subsidiary of our company acquired an approximate 28% interest in a newly formed partnership, Madison NYC Core Retail Partners, L.P. (the “Retail Partnership”), which acquired an approximate 49% interest in entities (the “Underlying Ventures”) that originally owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that our company owns an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85 million and the aggregate gross value of the NYC Retail Portfolio is approximately $1.3 billion, with our company’s 14% interest equating to approximately $165 million in gross assets. LaSalle serves as an investment adviser to three other institutional clients who also entered into agreements to acquire interests in the Retail Partnership as limited

We are externally advised and managed by LaSalle, our advisor, which is responsible for the management, acquisition, disposal, leasing, maintenance and operating of all our real estate investments. LaSalle is a wholly owned subsidiary of JLL, our sponsor. LaSalle relies on the personnel of our sponsor for the provision of some services to us. LaSalle’s executive offices are located at 333 West Wacker Drive, Suite 2300, Chicago, Illinois 60606. LaSalle’s telephone number is (312) 897-4000. Messrs. Gordon and Kern, two of our Affiliated Directors, Mr. Swaringen, our Chief Executive Officer, Mr. Falk, our Chief Financial Officer, and Mr. Repp, our General Counsel and Secretary, are all employees of LaSalle, and Ms. Thurber, our Chairman of the Board, is an Executive Vice President of LaSalle. We have and will continue to have certain relationships with LaSalle and its affiliates. However, there have been no direct financial transactions since January 1, 20162018 between us and our Affiliated Directors and our executive officers or the directors and executive officers of LaSalle.

We are managed and advised by LaSalle pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement and subject to the supervision of our board of directors, the advisor has the responsibility to, among other things:

We pay directly or reimburse to our advisor all expenses paid or incurred in connection with the services it provides to us pursuant to the Advisory Agreement, including its provision of administrative service expenses, which may include personnel costs paid to persons who serve as our executive officers.

Pursuant to the Advisory Agreement, we pay LaSalle an advisory fee comprised of two separate components:

The fixed component of the advisory fee will accrue on a daily basis, and the performance component of the advisory fee will accrue on a daily basis to the extent that it is earned. The performance component will be calculated such that for any calendar year in which the total return per share for a particular class exceeds 7% per annum (the “7% Return”), our advisor will receive 10% of the excess total return above the 7% Return allocable to that class. The total return to stockholders is defined for each class of common stock as the change in NAV per share for such class plus distributions per share for such class. The NAV per share for a class calculated on the last trading day of a calendar year will be the amount against which changes in NAV per share are measured during the subsequent calendar year. However, in the event that our NAV per share for any class of common stock decreases below $10.00, the performance component will not be earned on any increase in NAV up to $10.00 per share with respect to that class.

We have agreed to reimburse our advisor for all expenses paid or incurred by our advisor in connection with the services provided to us, subject to the requirement of the NASAA REIT Guidelines that organization and offering expenses related to any public offering not exceed 15% of the gross proceeds from such public offering and the limitations on reimbursement of our operating expenses described below under the heading “2%/25% Guidelines.”

Our advisor agreed to fund our organization and offering expenses incurred in connection with our first extended public offering in excess of the foregoing $125,000 of expenses through January 16, 2015, the date our first extended public offering commenced, and we began reimbursing our advisor for these expenses ratably on a monthly basis over 36 months beginning on January 16, 2015, in the amount of $31,862 per month. On January 16, 2015, we commenced paying directly, or reimbursing our advisor if it pays on our behalf, any additional organization and offering expenses incurred during the first extended public offering period, as and when incurred.

Our Advisory Agreement has a one-year term expiring June 5, 2018,2019, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. The Advisory Agreement may be terminated (1) immediately by us for “cause,” upon the bankruptcy of our advisor or upon a material breach of the Advisory Agreement by our advisor, (2) upon 60 days’ written notice by us without cause or penalty upon the vote of a majority of our Independent Directors, or (3) upon 60 days’ written notice by our advisor. In the event the Advisory Agreement is terminated, our advisor will be entitled to receive its prorated advisory fee and reimbursement for all reimbursable expenses through the date of termination. In addition, upon the termination or expiration of the Advisory Agreement, our advisor will cooperate with us and take all reasonable steps requested to assist our board of directors in making an orderly transition of the advisory function. “Cause” is defined in the Advisory Agreement to mean fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by our advisor in connection with performing its duties under the Advisory Agreement.

As described above, our advisor is entitled to reimbursement for certain expenses. However, we will not reimburse our advisor at the end of any fiscal quarter for “total operating expenses” that for the four consecutive fiscal quarters then ended (the “Expense Year”) exceeded the greater of (1) 2% of our average invested assets or (2) 25% of our net income (the “2%/25% Guidelines”). Our advisor must reimburse us at least quarterly for any amounts by which our total operating expenses exceed the 2%/25% Guidelines in the Expense Year, unless our Independent Directors have determined that such excess expenses were justified based on unusual and non-recurring factors which they deem sufficient.

For purposes of these limits, (1) “total operating expenses” are our aggregate expenses of every character paid or incurred as determined under GAAP, including the advisory fee, but excluding: (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer and registration of our shares; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain in the sale of our assets; and (f) acquisition fees, acquisition expenses, brokerage fees on resale of properties and other expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property); (2) “average invested assets” is the average of the aggregate book value of our assets (other than intangibles) invested, directly or indirectly, in real estate and other real estate-related assets, before

The following table sets forth the fees paid, and the total amount of expenses reimbursed, to our advisor during the year ended December 31, 2017.2018.

In connection with our private offering, we pay the Dealer Manager selling commissions of up to 1.0% of the NAV per Class D share on the date of purchase. Selling commissions could be reduced or eliminated for certain categories of purchasers. We do not pay any dealer manager fees in connection with the private offering.

The following table sets forth the selling commissions and dealer manager fees paid to the Dealer Manager in connection with our initial, first extended and firstsecond extended public offerings and private offerings for the year ended December 31, 2017.2018.

For the year ended December 31, 2017,2018, the ratio of the cost of raising capital to capital raised was 6.41%4.38%.

For certain real estate investments, we have engaged Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of LaSalle, to provide property management services. The decision on which property manager we hire is based upon the property type, the property manager’s expertise and fee and its ability to provide a cost-effective internal control environment that will meet the requirements of Sarbanes-Oxley. As of December 31, 2017,2018, JLL Americas provided property management services for 1110 of our properties. The remaining 5859 properties were managed by property managers not affiliated with LaSalle. We have also engaged and paid fees to JLL Americas to perform loan placement services for us in the past, and we may use JLL Americas in the future to perform similar loan placement services. JLL Americas has also been retained to perform leasing services for sevenfive properties on a contingent fee basis.

The following table sets forth the fees we paid to JLL Americas during the year ended December 31, 2017.2018.

Conflicts of interest may arise between LaSalle, as our advisor, and us with respect to our management. It is anticipated that the officers and employees of LaSalle will devote as much time to us as necessary to effectively manage our operations. LaSalle and its affiliates engage in a broad spectrum of activities including financial advisory activities and have extensive investment activities that are independent from, and may from time to time conflict with, our investment activities. In the future, there might arise instances in which the interests of LaSalle conflict with our interests or the interests of our stockholders. Subject to specified exceptions, our advisor may engage in transactions with, provide services to, invest in, advise, sponsor or act as investment manager to portfolio companies, investment vehicles and other persons or entities (including our prospective investors) that may have similar structures and investment objectives and policies to ours and that may compete with us for investment

In order to reduce or eliminate certain potential conflicts of interest, our Charter and the Advisory Agreement contain restrictions and conflict resolution procedures relating to transactions we enter into with our advisor, our directors or their respective affiliates. Each of the restrictions and procedures that apply to transactions with our advisor and its affiliates will also apply to any transaction with any entity or real estate program controlled by our advisor and its affiliates. As a general rule, any related party transaction must be approved by a majority of our directors (including a majority of Independent Directors) not otherwise interested in the transaction. In determining whether to approve or authorize a particular related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable to us and has terms and conditions no less favorable to us than those available from unaffiliated third parties.

LaSalle will allocate investment opportunities suitable for us or for other persons, including LaSalle or an affiliate of LaSalle or an account managed or advised by LaSalle or an affiliate of LaSalle, in accordance with an equitable and reasonable allocation procedure consistent with LaSalle’s fiduciary duty to us and with due regard to our investment objectives and the characteristics of the specific investment. LaSalle’s allocation procedure provides that investments identified by it that are appropriate for more than one client of LaSalle are allocated on a rotating basis such that the client that has had the greatest amount of time pass since its last closed investment receives priority in the rotation over the other eligible client(s).

We have also adopted a Code of Ethics that applies to our officers and directors, each of which we refer to as a “covered person.” The Code of Ethics sets forth certain conflicts of interest policies that limit and govern certain matters among us, the covered persons, our advisor and their respective affiliates.

To date, we have not had any related party transactions other than as described above whichthat implicate the provisions of Item 404(a) of Regulation S-K.

The Audit Committee has appointed the firm of KPMG to act as our independent registered public accounting firm for the year ended December 31, 2018.2019.

Although it is not required to do so, our board of directors is submitting the Audit Committee’s appointment of KPMG as our independent registered public accounting firm for ratification by our stockholders at the Annual Meeting in order to ascertain the view of our stockholders regarding such appointment as a matter of good corporate governance practice. The affirmative vote of the holders of a majority of votes cast in person or by proxy on the proposal at the Annual Meeting will be required to approve this proposal. Even if the selection is ratified, our Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in our best interests. If the stockholders should not ratify the appointment of KPMG as our independent registered public accounting firm, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in reconsidering the appointment.

Representatives of KPMG are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

For each year since 2013, our Audit Committee selected KPMG to serve as our independent registered public accounting firm for the fiscal year then-ended, and the appointment was ratified by stockholders at the respective annual meeting for each year since 2013.

Effective as of March 5, 2018,4, 2019, our Audit Committee selected KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2019.

The following tables set forth the aggregate fees billed or to be billed to us for services performed for the fiscal years ended December 31, 20172018 and 20162017 by KPMG.

Except as set forth in our Audit Committee’s pre-approval policy described below, our Audit Committee must pre-approve all audit services and permissible non-audit services to be provided to us by the independent auditor. Our Audit Committee must also assess the independence implications for any service whereby LaSalle, and any entity controlling, controlled by, or under common control with LaSalle that provides ongoing services to us (a “Service Affiliate”), employ the independent auditor to render non-audit services, if such engagement would relate directly to our operations and financial reporting. As a part of its review, our Audit Committee will consider whether the provision of such services impacts the auditors’ independence.

Our Audit Committee may delegate to one or more of its members (each, a “Delegate”) authority to pre-approve the independent auditor’s provision of audit services or permissible non-audit services to us, or the assessment of the provision of non-audit services to LaSalle or a Service Affiliate. Any pre-approval determination made by a Delegate shall be presented to the full Audit Committee at its next meeting. Our Audit Committee will communicate any pre-approval made by it or a Delegate to LaSalle or a Service Affiliate, who will ensure that the

In addition, our board of directors has adopted the following pre-approval policy with respect to non-audit services. Pre-approval by our Audit Committee of non-audit services is not required so long as:

Since January 1, 2017,2018, all audit and non-audit services performed by KPMG for us that required the pre-approval of our Audit Committee were pre-approved by the Audit Committee.

As of the date of this proxy statement, our management, including our board of directors, does not know of any matters to come before the Annual Meeting other than the matters presented herein. If, however, any other matters do properly come before the Annual Meeting or any postponement or adjournment thereof, it is the intention of the persons designated as proxies to vote in accordance with their discretion with respect to such matters insofar as such proxies are not limited to the contrary.

Our Annual Report on Form 10-K for the fiscal year ended December 31, 20172018 was mailed to stockholders on or about April 2, 2018.2019.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20172018 is available without charge upon written request to Client Service at DST Services, Inc., P.O. Box 219165, Kansas City, Missouri, 64121-9165.