Prospect Credit REIT Advisor LLC

Item 5 – Fees and Compensation
All Securityholders and prospective Securityholders should carefully review the Governing
Documents in conjunction with this brochure for complete information on the fees and
compensation payable with respect to the advisory services PCREM provides to PCRED, as well
as the other fees and expenses Securityholders will pay to invest in PCRED.
PCRED will pay PCREM and its affiliates certain amounts for assisting PCRED during the private
offering stage, as well as during PCRED’s expected Registered Offering (as defined below). A
summary of such fees and compensation, divided by stage, is provided below.
Fees and Compensation during the private offering
Dealer Manager Fee. During its private offering, PCRED will have a single class of
Securityholders who will own interests that will convert into Class F Shares upon the occurrence
of the registered offering (the “Registered Offering”), pursuant to which PCRED will register
under the Securities Exchange Act of 1933 (the “Securities Act”) and convert from a limited
liability company to corporation. There will be no management or incentive fees paid by the Class
F Securityholders.
Upon the Registered Offering, PCRED expects to create additional share classes. These share
classes may bear fees not borne by Class F Securityholders.
Sales Commission. Certain Class F investors may pay an upfront sales commission of up to 7.00%
of the price for which a sale is completed of Interests in PCRED.
Organization and Offering Expenses. PCRED will reimburse PCREM for any organization and
offering expenses that PCREM has advanced or incurred on PCRED’s behalf. Such reimbursement
shall occur following the date on which PCRED has raised gross proceeds of at least $250,000,000
in the Registered Offering, subject to an annual cap of 0.75% of the gross proceeds in excess of
$250,000,000 in the Registered Offering; provided, that amounts in excess of the annual cap may
be carried forward to one or more subsequent years and reimbursed at such time. These expenses
include legal, accounting, printing, mailing and filing fees and expenses, due diligence expenses
of participating broker-dealers supported by detailed and itemized invoices, costs in connection
with preparing sales materials, design and website expenses, fees and expenses of PCRED’s
transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and
reimbursements for customary travel, lodging, and meals.
Fees and Compensation during the Registered Offering
Operating Expenses. PCRED will reimburse any operating expenses paid by or on behalf of
PCREM or its affiliates, beginning on a date to be determined by PCREM following the launch of
the Registered Offering, subject to the limitations contained in PCRED’s governing documents in
effect at the time of the commencement of the Registered Offering, and pursuant to the limitations

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contained in the NASAA REIT guidelines. PCRED will not reimburse PCREM for any services
for which it receives a separate fee.
Base Management Fee. PCRED will not pay PCREM a management fee with respect to the Class
F Shares offered during the private offering. Once PCRED commences its Registered Offering,
management fees will be charged on other share classes.
PCRED will pay PCREM a base management fee equal to 1.25% of PCRED’s NAV per annum
for any shares sold in PCRED’s Registered Offering and any subsequent public offering, payable
quarterly and in arrears. The payment of all or any portion of the base management fee accrued
with respect to any quarter may be deferred by PCREM, without interest, and may be taken in any
such other quarter as PCREM may determine. In calculating the base management fee, PCREM
will use PCRED’s NAV before giving effect to accruals for such management fee, performance
fees and any stockholder servicing fees or distributions payable on PCRED’s shares.
Performance Fee. PCRED will not pay PCREM a performance fee with respect to the Class F
Shares offered during the private offering. Once PCRED commences the Registered Offering,
performance fees will be charged on other share classes to the extent they have been earned by
PCREM.
The performance fee will be calculated and payable quarterly in arrears in an amount equal to
10.0% of PCRED’s Core Earnings (as defined below) for the immediately preceding quarter,
subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per
quarter, or an annualized hurdle rate of 6.5%. As a result, PCREM does not earn a performance
fee for any quarter until PCRED’s Core Earnings for such quarter exceed the hurdle rate of 1.625%.
For purposes of the performance fee, “adjusted capital” means cumulative net proceeds generated
from sales of PCRED’s common stock (including proceeds from its distribution reinvestment plan)
reduced for distributions from non-liquidating dispositions of PCRED’s investments paid to
Securityholders and amounts paid for share repurchases pursuant to PCRED’s share repurchase
program. Once PCRED’s Core Earnings in any quarter exceed the hurdle rate, PCREM will be
entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until
PCRED’s Core Earnings for such quarter equal 1.806%, or 7.222% annually, of adjusted capital.
Thereafter, PCREM is entitled to receive 10.0% of PCRED’s Core Earnings.
For purposes of determining the performance fee, “Core Earnings” means: the net income (loss)
attributable to Securityholders of all shares other than Class F shares, computed in accordance with
GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and
excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation
and amortization, (iv) any unrealized gains or losses or other similar non-cash items that are
included in net income for the applicable reporting period, regardless of whether such items are
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Item 7 - Types of Clients
PCREM currently advises one fund, PCRED. Because PCRED is unregistered under the Securities
Exchange Act of 1933 (the “Securities Act”), we expect the underlying investors in PCRED will
initially be comprised primarily of government and private pension funds, sovereign wealth funds,
endowments, foundations, family offices, banks, investment companies, insurance companies,

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private corporations, and high-net worth individuals. Underlying investors will be required to meet
certain suitability and net worth qualifications, such as being an “accredited investor” within the
meaning of Rule 501 of Regulation D under the Securities Act.
The fund is subject to minimum investment amounts which are detailed in the fund governing
documents.