Updated · Part of the CRE investment glossary
The common sponsor fees
Fee names, rates and bases vary by sponsor, asset and deal size, and no law or standard sets the rate. The operating agreement states each fee and the PPM discloses it. The fees investors meet most:
- Acquisition fee: paid once at closing for sourcing, underwriting and closing the deal; usually a percentage of the purchase price.
- Asset management fee: paid monthly or quarterly for running the business plan, reporting and investor relations; a yearly percentage of equity raised or invested, or of collected revenue.
- Construction management fee: paid on a renovation or development budget, as a percentage of the capital spent.
- Refinance fee: paid when the property is refinanced, as a percentage of the new loan.
- Disposition fee: paid at sale as a percentage of the sale price, sometimes deferred until investors have their capital back.
- Others: a loan guarantee fee to a sponsor who signs recourse carve-outs, property management fees when an affiliate runs the building, and leasing fees on commercial assets.
The formula
The base matters as much as the rate. For example, with an illustrative 2% acquisition fee on a deal financed 60% with debt, a fee of 2% of the purchase price equals 5% of the equity raised.
Fee = rate × fee base × periods (recurring fees only)
- Fee base: purchase price, equity raised, collected revenue, capital budget, new loan or sale price — the agreement names it.
- Rate: the percentage stated in the operating agreement.
- Periods: years or quarters for recurring fees such as asset management; one-time fees have none.
Worked example: five fees on one deal
A sponsor buys a $20,000,000 property with $8,000,000 of equity raised, spends $1,500,000 on renovations, refinances into a $14,000,000 loan in year 3 and sells for $26,000,000 at the end of year 5. The fee rates are an example, not a market figure.
Fees total $1,475,000, about 18% of the equity raised ($1,475,000 ÷ $8,000,000 = 18.4%). They come out of the deal before investor distributions are worked out, so they lower investor returns whatever happens to the promote. Read fees and promote together: lower fees with a larger promote pay the sponsor more only when investors do well.
| Fee | Arithmetic | Amount |
|---|---|---|
| Acquisition | 2% × $20,000,000 | $400,000 |
| Asset management | 1.5% × $8,000,000 × 5 years | $600,000 |
| Construction management | 5% × $1,500,000 | $75,000 |
| Refinance | 1% × $14,000,000 | $140,000 |
| Disposition | 1% × $26,000,000 | $260,000 |
| Total fees | $1,475,000 |
Syndication fees in the tax code: §709
"Syndication" has a narrower meaning in tax. Internal Revenue Code §709(a) allows no deduction to the partnership or any partner for amounts paid to promote the sale of, or to sell, interests in the partnership. Treasury Regulation §1.709-2(b) calls these syndication expenses and lists examples: brokerage fees, registration fees, legal fees for securities advice and the placement memorandum, accounting fees for offering materials, and printing costs.
Organization expenses, the cost of forming the partnership, are treated differently: §709(b) allows up to $5,000 in the first year, reduced once they exceed $50,000, and the rest over 180 months. How the partnership treats the sponsor’s acquisition, asset management and other fees — added to the property’s basis, amortized or deducted — depends on what each fee pays for. That is a question for your CPA.
What investors check
Fees are disclosed, but they are easy to read past. Investors usually look for:
- The base of each fee: price, equity, revenue or loan, and whether asset management accrues on committed or invested equity.
- Subordination: whether any fee waits until investors receive their preferred return or capital.
- Affiliates: property management, construction or brokerage by companies the sponsor owns, and how those fees are disclosed.
- The balance between fees and promote: fees pay the sponsor regardless of results, the promote only after investors are paid.
- A model net of fees, so projected returns match what investors will actually receive.
Primary sources
General information, not legal, tax or investment advice. Your operating agreement, offering documents, counsel and CPA govern your deal.