Rithm Capital Advisors LLC

Item 5 – Fees and Compensation

As compensation for investment advisory services rendered to the Funds, the Firm will generally be entitled
to receive a management fee or similar compensation (a “Management Fee”) from limited partners of the
relevant Fund (“Limited Partners”) equal to a percentage up to 1% per annum based on net asset value,
actively invested capital or such other measure as set forth in the applicable Fund Documents, and generally
payable quarterly in advance. The Management Fees will be prorated for partial periods.

The General Partner may reduce, waive or rebate to any Limited Partner all or part of the Management Fee
without entitling any other Limited Partner to such reduction, waiver or rebate. In addition, the General
Partner has waived the Management Fee with respect to certain Limited Partners that are affiliated with the

General Partner and/or the Firm, its employees and affiliates, their respective family members and/or persons
or accounts advised by any of the foregoing (including estate planning vehicles).

Expenses
In addition to a Management Fee or similar compensation, the Funds generally pay (or reimburse Rithm
Capital or its affiliates, as the case may be) for all their respective organizational and initial offering costs,
including, without limitation, third-party legal, accounting, printing and filing fees (including any “blue sky”
filing fees), expenses relating to establishment of the Funds in Delaware or other jurisdiction, regulatory
filing fees and other out-of-pocket expenses. The Funds will also generally bear other operating expenses,
including but not limited to, (i) investment expenses and all other expenses related to the purchase, sale,
transmittal or custody of trading assets and related items (including all brokerage, commissions, clearing,
regulatory, transfer, withholding and settlement fees, expenses related to reconciliation and confirmation,
exchange fees, borrowing costs on financial instruments sold short, valuation and portfolio pricing, bank
fees, spreads, markups and markdowns, currency hedging costs, interest charges and financing charges); (ii)
externally incurred costs of establishing computer and systems connections with the Funds’ brokers and
counterparties; (iii) investment research expenses (including reasonable investment research-related travel,
meal and entertainment expenses, due diligence expenses related to research-vendor selection, and the costs
of research-related publications and periodicals); (iv) the costs and expenses of trading, research and/or data
screens (including Bloomberg or other market data and research for all personnel of the Firm and the General
Partner, and any connectivity hardware incorporated into the cost of obtaining such data), licenses and
memberships in industry associations/professional organizations, as well as compliance and trade
surveillance systems, order management systems, risk management systems, investor reporting and data
warehousing systems (including the costs of utilizing and/or supporting risk-reporting technology required
by consultants retained by or on behalf of institutional investors); (v) the costs of installation, implementation
and maintenance of order management, portfolio management and execution management systems and
software, including internally developed systems or software; (vi) any taxes and duties payable in any
jurisdiction in connection with the Funds’ trading and operations; (vii) all costs resulting from any entities
used in the course of the Funds’ trading and investing; (viii) the costs and fees attributable to any third-party
proxy voting, class action and/or antitrust service or consultant; (ix) due diligence expenses related to
maintaining service provider relationships with the Funds (including any travel-related due diligence costs);
(x) insurance costs and premiums (including each Fund’s share of Errors & Omissions, Directors & Officers,
cybersecurity insurance and other insurance policies for Rithm Capital, the General Partner, their affiliates,
principals, members, directors, officers and employees (together, the “Rithm Parties”)); (xi) fees and
expenses related to tax preparation, each Fund’s “partnership representative” (or its designee); (xii) fees and
expenses of any service providers performing services related to the businesses of the Funds (including
registered office fees and expenses) and expenses related to prime brokerage and other transaction
counterparties; (xiii) the costs and fees attributable to all legal, accounting, auditing and other professional
services relating to the activities of the Funds, including consulting services, the costs associated with any
limited partner advisory committee or similar advisory body in connection with matters presented to such
body, and the costs of any independent client representative; (xiv) costs and expenses relating to the Funds’
and the Rithm Parties’ U.S. and non-U.S. registration, regulatory and self-regulatory filings, reporting,
registrations, memberships, taxes, licensing compliance, including costs of compliance programs, third party
compliance consultants, actual and “mock” examinations, regulatory and governmental inquiries, subpoenas
and proceedings; (xv) administrative costs (including the fees and out-of-pocket expenses of the
administrator and its agents as well as any other third-party administrator for the Funds); (xvi) the costs and
expenses of establishing computer and systems connectivity with the administrator and other third-party
service providers, paying agency, transfer agency, accounting verification (if any) and/or investor registrar
services and the costs of middle office and back office support as provided by the administrator; (xvii) the
cost and fees attributable to third-party consultants which provide advice relating to the operations of the
Funds (other than in respect of its investment strategies); (xviii) any other operating or administrative
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Item 7 – Types of Clients

Rithm Capital provides investment advisory services to the Funds. The Funds are legal entities that qualify
for an exclusion from the definition of “investment company” under the Investment Company Act of 1940,
as amended (the “Investment Company Act”).

In general, the limited partnership interests in the Funds are only offered to “accredited investors,” as defined
in Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and

“qualified purchasers” or “knowledgeable employees,” as defined under the Investment Company Act, and
must meet such other suitability requirements as may be determined by the General Partner in its discretion.

The minimum initial investment amount with respect to the Funds is generally $1 million. Minimum
investment amounts may be higher for certain Funds and may be reduced at the discretion of the General
Partner.