Pretium Residential Credit Management LLC

Item 5 – Fees and Compensation

Management Fees and Incentive Allocation

        With respect to the Funds, PRCM generally charges an annual management fee ranging
between 0.75% to 2% (the “Management Fee”). The Management Fee is generally charged (i) during
the commitment period, on committed capital of the Client and (ii) upon expiration of the
commitment period, on the aggregate amount of invested capital. The Management Fee is payable
quarterly in advance or quarterly in arrears based on committed or invested capital, as applicable, and
will be due to PRCM even if the fair value of the relevant remaining investments is below cost or
even zero. The General Partner generally will call capital from investors for the amount of
Management Fees payable by the general partner to PRCM and then pay such amounts received from
the investors to PRCM, consistent with the Fund’s Governing Documents. In some cases,
Management Fees due to PRCM is deducted from proceeds otherwise distributable to investors in
the Funds. In the unlikely event PRCM does not provide services for a full period, the Management
Fee is typically required to be returned to Fund investors. In general, the amount of fees returned is
calculated based on the number of days remaining in the applicable period.

        In addition, an affiliate of PRCM shall be entitled to a performance-based profits allocation
(the “Incentive Allocation”) based on distributions in excess of the investors’ invested capital,
allocable fees and expenses (including Management Fees paid), a preferred return and catch-up
allocations, as specified in the Client’s Governing Documents. Incentive Allocation ranges between
10% to 20% per annum. The Investment Adviser can, in its discretion, waive or modify the Incentive
Allocation with respect to any investor, including the general partner, affiliates and employees.

     Management Fees and Incentive Allocation are individually negotiated with the Separately
Managed Account investors.

          Management Fees and/or Incentive Allocation will not be paid by employees (or former
employees) of Pretium affiliates in connection with their direct investments in Clients or in
connection with their investments in the employee fund that invests in a Client. However, employees
are responsible for any applicable interest expenses. Notwithstanding the foregoing, employees who
are direct investors in a Client will pay for their pro rata share of Additional Fees and Expenses (as
further described below) incurred by the Client. If the employee is invested in the employee fund
that invests in a Client, the pro rata share of such Additional Fees and Expenses will be allocated to
the employee and paid for by the management company. Allocations will be calculated based on
capital commitments, invested capital, available capital or other metrics as determined by the
relevant general partner or affiliate in its sole discretion. Any such methodology involves inherent
conflicts and will, in certain circumstances, not result in perfect attribution and allocation of
expenses.

                                                                                            7|Page

Form ADV Part 2A: Firm Brochure

Additional Fees and Expenses

       The Clients (and therefore the investors in the Clients) will bear and be charged with all costs
and expenses relating to the activities and operations of the Clients including, but not limited to:

   (a) investment expenses, i.e., expenses that, in the Investment Adviser’s discretion, are related
       to the investment of the Clients’ assets, whether or not such investments are consummated,
       e.g., costs, fees and other out-of-pocket expenses directly related to:

           •   the discovery, investigation and diligence of investment opportunities and research-
               related expenses, including, without limitation, equipment and services and
               investment related computer hardware and software expenses (including proprietary
               software), market data services, fees to third-party providers of research and/or
               portfolio risk management services and software;

           •   the sourcing, negotiation, structuring, acquisition, closing, ownership, monitoring,
               financing, hedging or sale of its investments and other transaction costs, including
               travel expenses for investment diligence, costs and expenses of accommodations,
               cellular phone expenses, meals and aircraft travel (including first or business class
               commercial airfare) expenses, and expenses of private air travel when deemed
               appropriate by the Client’s general partner in its reasonable discretion (subject to
               Pretium’s Travel & Expenses Policy), brokerage costs, loan origination (including
               payments to affiliated loan originators, Deephaven Mortgage, LLC and Anchor
               Loans, LLC), loan administration and loan servicing fees (which services can be
               provided by affiliated service providers including Selene Finance, LP), transaction
               fees, broken-deal expenses, title fees, expenses incurred in collection of monies
               owed to the Clients, expenses in connection with REOs (including payments to
               affiliates Progress Residential Management Services, LLC and Progress Residential,
               LLC) consulting, advisory, investment banking, sourcing, bidding, settling, finder’s,
               legal, loss mitigator and other professional fees (and similar payments and
               compensation) relating to investments or contemplated investments or short sales,
               custodial fees, interest expenses, hedging, appraisal fees and expenses, and valuation
               and appraisal fees;

   (b) formation and organizational expenses, including expenses relating to the offer and sale of
...

Item 7 – Types of Clients

      PRCM provides investment management services on a discretionary basis to the Clients and
separately managed accounts. The underlying investors in these Clients are typically institutional
and high net worth investors.

        Investors in the Funds must be “accredited investors” as determined under Regulation D
under the Securities Act of 1933, as amended, “qualified clients” as defined for purposes of Rule
205-3 under the Advisers Act, and “qualified purchasers” or “knowledgeable employees” as defined
and interpreted for purposes of Section 3(c)(7) of the Investment Company Act. The Funds have
minimum capital commitments for investing, which minimum may be waived by the Fund’s general
partner. The minimum capital commitment for opening a managed account shall be described in the
written investment management agreement entered into by and between PRCM and the managed
account investor and is subject to negotiation.

                                                                                       20 | P a g e

Form ADV Part 2A: Firm Brochure