Phoenix Capital Realty Advisors, LLC (“PCRA” or “Phoenix Capital”) is a Texas limited liability company and an SEC registered investment adviser with its principal place of business in Addison, Texas. The Firm began conducting business in 2012. The Firm is owned by Sea Pines Capital Management, LLC, a Delaware limited liability company (50% member) and BT Advisors, LLC, a Texas limited liability company (50% member). Sea Pines Capital Management, LLC is wholly owned by Stephen J. Mastor, and BT Advisors, LLC is wholly owned by Bruce Williams. PCRA is an affiliate of PCIM Realty Advisors, LLC (“PCIM”) which was previously registered as a relying adviser under our registration. PCIM registered separately as an adviser in 2022 and is identified as an affiliate in Part 1A of Form ADV and in this document. PCRA and PCIM conduct a single unified business and, except as the context otherwise requires, any reference to Phoenix Capital, “we,” “us” or “our” in this document generally includes PCRA and PCIM. Investment Management Services Phoenix Capital is a real estate financial services firm. The Firm provides fund management and investment advisory services relating to private equity funds sponsored by the Firm or one of its affiliates (each, a “Fund”) that are formed to acquire, develop, own, operate and sell real estate and interests in real estate. The Funds are private, closed-end investment funds. Unlike other types of private funds, such as hedge funds, the Funds receive unfunded capital commitments (“Capital Commitments”) from investors that are unrelated to the Firm or any of its affiliates (“Third Party Fund Investors”) during one or more initial fundraising stages, after which the Funds are generally closed to new Investors. Each Fund is typically structured as a limited partnership. Phoenix Capital is designated as the Investment Adviser for each Fund in its governing documents. Affiliates of the Firm, as defined in Fund governing documents, are designated as the general partner (“Fund General Partner”) and manager (“Manager”) for each Fund. The Fund General Partners and Managers are not registered with the SEC but rather rely on the registration of Phoenix Capital consistent with SEC guidance. During the life of a Fund, the Fund General Partner, from time to time, calls on the Third-Party Fund Investors and the Phoenix Participant (defined below) to make capital contributions (“Capital Contributions”) of a portion of their respective Capital Commitments to the Fund on a pro rata basis in proportion to the Investors’ respective Capital Commitments to satisfy expenses, fees or project investments (each a “Call for Capital”). The primary business of the Funds is to make equity investments in U.S. based commercial real estate (including multifamily). The Firm currently provides fund management and investment advisory services to the following Funds (each a “Primary Fund”):
• Phoenix Real Estate Fund VIII, L.P., a Delaware limited partnership; and Phoenix Real Estate Fund IX, L.P., a Delaware limited partnership.
• . With respect to certain Funds, tax-exempt or other investors elect to invest into the Primary Fund through a blocker entity (“Blockers”) or other parallel investment entity for tax or other purposes. In effect, the Blockers and parallel investment

entities serve as “feeder funds” that each invest all of their assets into a “master fund” (the respective Primary Fund.) Following are the Blockers and parallel investment entities related to the Primary Funds.
• Phoenix Fund IX Blocker, LLC
• Phoenix Fund VIII Blocker, LLC An affiliate of PCRA serves as the investment manager for other affiliated Funds (as further described in Item 10 below) and is expected to serve as the manager for any future Funds. Accordingly, the Firm does not expect to manage additional funds going forward after the Funds listed above have been terminated. The Funds are not required to register under the Securities Act of 1933 or the Investment Company Act of 1940 in reliance upon certain exemptions available to issuers whose securities are not publicly offered. The Firm manages the Funds in accordance with the terms and conditions of each Fund's offering and organizational documents (in each case, the “Fund’s Organizational Documents”). Phoenix Capital also provides asset management services to a number of investment entities that have been established to either co-invest with a Fund in certain commercial real estate investments, or to invest solely in a Fund through an entity that prevents unrelated business taxable income from flowing through to its investors (“Co-Investment Vehicles”). However, the Firm does not provide investment advisory services to such Co-Investment Vehicles, in that it does not provide securities advice or receive advisory fees related to the investments made by such entities. The Firm provides co-investment opportunities with respect to some, but not all of the Fund’s investments to certain high net worth individuals, family offices, investment professionals, and entities (“Co-Investors”). Typically, co-investment opportunities are larger investments requiring more resources than the Fund will invest and are presented to Co-Investors in order to facilitate the transaction. For certain investment opportunities that are not consistent with Fund mandates, the Firm raises stand-alone Co-Investment Vehicles comprised solely of separate Co-Investors. The Firm does not provide investment advisory services to such entities. Co-Investors decide whether to participate in any such investment opportunity and thus make their own investment decision. Assets Under Management The Firm manages each Fund on a discretionary basis in accordance with the applicable Fund’s Organizational Documents. Regulatory assets under the Firm’s management include fund-level assets and were $233,404,197 as of December 31, 2023. Regulatory assets under management do not include project-level debt. All assets are managed on a discretionary basis; the Firm does not manage any assets on a non-discretionary basis. IMPORTANT ADDITIONAL CONSIDERATIONS: The information provided in this Brochure merely summarizes the detailed information provided in each Fund’s Organizational Documents. Current Third-Party Fund Investors and prospective Third-Party Fund Investors in any new Fund launched by the Firm should be aware of the risks associated with Fund investments as well as the terms applicable to such investment. This and other detailed information are provided in each Fund’s Organizational Documents.