Related Party Transactions and Outside Related Director Information

Education Realty Trust, Inc. (EDR)

4/21/2006 Proxy Information

Benefits Received by our Executive Officers in our Formation Transactions

Each of our Named Executive Officers, as well as Wallace L. Wilcox, our Senior Vice President of Construction and Engineering, had a direct or indirect interest in certain of the assets that we acquired on January 31, 2005 in our formation transactions. Each of Messrs. Bower, Brown, Cardwell, Harris, Hickey and Wilcox had a direct or indirect interest in Allen & O’Hara Education Services, Inc., which is our management company subsidiary, and in our properties known as The Reserve at Athens, Players Club, NorthPointe, The Reserve at Clemson, College Station and The Gables, each of which we acquired on January 31, 2005. In addition, Messrs. Bower and Hickey held an indirect interest in the University Towers property that we also acquired on January 31, 2005. We paid these officers and directors aggregate consideration of $19.9 million in the form of $2.8 million in cash, Operating Partnership units having a value of approximately $14.0 million and University Towers Partnership units having a value of approximately $3.1 million. We also entered into a registration rights agreement with all of the persons who received Operating Partnership units in connection with the acquisition of our initial assets, including certain of our officers and directors. On January 25, 2006 these shares were registered with the SEC on a Form S-3 filed by the Company (File No. 333-131284) in accordance with the registration rights agreement.

Shared Services Agreement

In connection with our formation transactions, which occurred on January 31, 2005, we acquired the student housing business of Allen & O’Hara, Inc., a company that is wholly-owned by Paul O. Bower, our Chairman, Chief Executive Officer and President. Prior to the completion of our formation transactions, Allen & O’Hara’s student housing business shared the cost of certain common services with Allen & O’Hara’s hotel properties operations, which we did not acquire and which continue to be operated by Allen & O’Hara. These services include human resources, information technology, accounting, legal, payroll, office space, office equipment and furniture and certain management personnel. We have entered into a shared services agreement with Allen & O’Hara to provide these services to Allen & O’Hara for the benefit of its hotel business in exchange for reimbursement to us of the fair value of the services performed, which were $560,000 for the period ended December 31, 2005. Because Mr. Bower is the sole stockholder of Allen & O’Hara, he will realize any of the economic benefit of this agreement that is realized by Allen & O’Hara.

In March of 2006, Allen & O’Hara paid a bonus of $210,000 in total to Messrs. Bower, Brown and Cardwell, former executives of Allen & O’Hara. The bonus was paid to compensate these executives for services provided to Allen & O’Hara prior to our formation.