ITEM 5 – FEES AND COMPENSATION
To compensate ERCP and the Developer for its pre-development, development, and on-going asset
management services, various fees are paid to ERCP, ERCP affiliates, or the Developer throughout the
course of the development and Co-Investment. The typical fee schedule for Co-Investments is as follows:
Fees paid by the Joint Venture and Property Company:
a) Structuring Fee: A structuring fee usually equal to 1% of the development budget, paid to ERG
upon formation of the Property Company and Joint Venture and charged to the development’s
budget. In some cases, a portion of the structuring fee will offset asset management fees paid
by unaffiliated Members of the Pooled Investment Vehicle to ERCP.
b) Asset Management Fee: Upon completion of development, an annual asset management fee
paid to ERG to the extent that the Property Company’s and Joint Venture’s net cash flow is
sufficient; if net cash flow is insufficient, then unpaid asset management fees accrue on a
cumulative basis, without interest, for payment at a time when net cash flow is sufficient.
c) Company Management Fee: An annual management fee paid to the managing member of the
Joint Venture (typically the Developer), on similar terms as ERG’s asset management fee.
Under certain circumstances, ERCP can take over management of the Joint Venture, in which
event the fee would be paid to and retained by ERG.
d) Development Fee and/or Construction Management Fee: The Developer will be paid a fee for
its services of sourcing the real estate investment, obtaining entitlements, and/or managing
construction. In some cases, these fees are used to offset the equity required to be paid by the
Developer pursuant to the operating agreement of the Joint Venture.
e) Property Management Fee: In some Co-Investments, an affiliate of the Developer will act as
property manager and receive a property management fee.
Fees paid by the Pooled Investment Vehicle or its Members:
a) Asset Management Fees: An asset management fee based on the Members’ contributed capital.
This fee can be offset by a portion of the structuring fee described above. Asset management
fees are paid quarterly in arrears to the extent that the Pooled Investment Vehicle’s net cash
flow is sufficient; if net cash flow is insufficient, then unpaid asset management fees accrue on
a cumulative basis, without interest, for payment at a time when net cash flow is sufficient.
b) Disposition Fee: A fee of 50 basis points of the Pooled Investment Vehicle’s share of gross
sales proceeds generated from asset disposition, paid upon closing.
c) Incentive Management Fee: A fee of 15% of the net distributions to each Member of the Pooled
Investment Vehicle, to the extent such distributions exceed a specified total return (“IRR”)
threshold on such Member’s total investment.
EAGLE REALTY CAPITAL PARTNERS, LLC
FORM ADV, PART 2A (MARCH 31, 2026)
These fees exclude those professional fees that may be paid directly by the Property Company, Joint
Venture or the Pooled Investment Vehicle for such services as architectural and engineering inspections,
tax return preparation, and mortgage and sales brokerage services (in those situations where the Property
Company, Joint Venture or the Pooled Investment Vehicle deems that ERCP or one of its affiliates is the
appropriate vendor of such services). Please refer to “Conflicts of Interest” (Item 10) below for additional
information related to affiliated service providers. In the event ERCP oversees the funding of the
construction loan for the lender, ERCP may receive additional fees related to such services on behalf of the
lender.
The fee schedule for each Co-Investment is detailed in the Property Company, Joint Venture and Pooled
Investment Vehicle operating agreements and also described in a Risk Factors and Conflicts of Interests
Supplement provided for each Co-Investment. Fees paid by the Property Company or Joint Venture may
be paid from operating cash flow, loan proceeds, equity contributions, or sales proceeds. Fees paid by the
Pooled Investment Vehicle or its Members may be debited from the Pooled Investment Vehicle’s cash
accounts, from distributions to the Members, or may be invoiced to the Members directly.
All fees are generally subject to negotiation. Differences in negotiated fee schedules may create an
incentive for ERCP to favor accounts with a higher fee schedule over those with a lower fee schedule, in
the allocation of investment opportunities. Currently, Co-Investment opportunities are offered to all
existing/legacy Co-Investors and potential new Co-Investors regardless of negotiated fees from prior deals.
In the event more than two Co-Investors want to invest, ERCP utilizes a rotation allocation methodology
to determine the allocation. ERCP reserves the right to remove existing/legacy Co-Investors from the
rotation.