Sundance Bay Investment Manager LLC

ITEM 5: FEES & COMPENSATION

The following provides a general overview of the fees and compensation associated with each of the Adviser’s offerings.
Complete details will be found within each Fund's respective Confidential Private Placement Memorandum (“ PPM”) and
related legal documents.

Sundance Bay Debt Strategies Fund Group
Sundance Debt Partners, LP (“SDP”)
Management Fees

SDP (and/or a designated subsidiary of the SDP) will pay the Adviser a monthly Management Fee, payable in arrears at
the end of each calendar month, equal to 1/12 of 2% multiplied by the Capital Account balance of each Limited Partner
as of the beginning of each calendar month.

The Management Fee may be paid in part by any REIT or any other subsidiaries through which SDP makes investments.
In the sole discretion of the Advisor, the Management Fee may be waived, reduced or calculated differently at the SDP
level with respect to the Capital Account corresponding to the General Partner and/or any Limited Partner (as defined in
the Partnership Agreement), including that of the Principals and any other member, affiliate or employee of the
Investment Manager or employees of its affiliates, any member of the immediate family of any such person, and any
trust or other entity established for the benefit of any such person that invests directly or indirectly in SDP (each, an
“Investment Manager-Related Investor”). The Management Fee will not be waived, reduced or calculated differently at
the REIT level with respect to any Partner (as defined in the Partnership Agreement).

Distributions
When, as and if distributed by SDP, except in connection with liquidation, dissolution, or winding up of the Fund, Available
Cash representing Current Income or, if distributed, Loss Reserve will be distributed 80% to the Class A Limited Partners
in proportion to their respective Percentage Interests and 20% to the SDP General Partner as an "Incentive Distribution."

Allocations of Profits & Losses
Income, expense, gain, and loss of SDP will generally be allocated to SDP’s Limited Partners’ Capital Accounts in a manner
consistent with the distribution of proceeds as described above.

Fund Expenses
SDP will pay all expenses of SDP and its organization and operation and any expenses of any subsidiaries, including any
REITs (“Fund Expenses”).

Operating Expenses
The Adviser will be responsible for all of its own normal day-to-day operating expenses, such as compensation of its
professional staff, and the cost of office space, office equipment, communications, utilities and other normal overhead
expenses, with the exception of the fund level expenses. The Adviser will bear all expenses associated with conducting
due diligence with respect to potential Loans or other transactions up until SDP and the counterparty have preliminarily
agreed upon terms, as evidenced by a letter of intent, term sheet or similar document or the commencement of drafting
of definitive documents.

Notwithstanding the foregoing, SDP may also reimburse the Adviser or any of its affiliates for the cost of providing legal,
accounting, tax, and other professional services to SDP or any of its subsidiaries that would otherwise be provided to SDP
or such subsidiary by an unaffiliated third party. Such reimbursements may include compensation and employment costs
of employees of the Adviser and its affiliates and related overhead expenses allocable thereto. Rates for such
reimbursements will be approved by the Advisory Committee prior to SDP providing reimbursement for such services
and will be reviewed annually. All amounts payable for any such services will be Fund Expenses and will be disclosed no
less than annually to the Limited Partners.

(Refer to each Fund's respective Confidential Private Placement Memorandum or PPM and related legal documents for
complete offering structure details.)

SDP REIT, LLC ("SDP REIT")
SDP REIT, LLC pays management fees indirectly through an allocation of a portion of the fees paid by SDP, described
above.

SDP Financial 2020, L.P.
The fees and compensation paid by SDP Financial 2020, L.P., a fund of one that co-lends on certain SDP REIT investments,
represent a slight discount to those paid by SDP.

Sundance Bay Debt Opportunity Fund, L.P. (“DOF)
Management Fees
DOF (and/or a designated subsidiary of the DOF) will pay the Adviser an annual investment management fee (the
"Management Fee") equal to 2.0% of the portion of each Limited Partner's Capital Commitment that has been invested,
reserved, or allocated to an investment (or 1.5% for each Major Investor, defined in the relevant PPM as any Limited
Partner that makes a capital commitment equal to or in excess of $5million), provided, that the Management Fee will be
no less than 0.75% of each Limited Partner's Capital Commitment during the Commitment Period, calculated as if each
Limited Partner had contributed its full Capital Commitment at the Initial Closing.

The Management Fee will be payable quarterly in advance and will be a Fund Expense. The Adviser may elect to defer
receipt of Management Fees in its sole discretion. In addition, the DOF General Partner may reduce the Management
Fee for certain Limited Partners and may reduce or eliminate the Management Fee for certain affiliates, their employees,
and such employees' affiliates.

Organizational Expenses
DOF will bear all of the organizational expenses incurred in the formation of DOF and the General Partner and the offering
of the interests in DOF ("Organizational Expenses") not to exceed $750,000. Any Organizational Expenses in excess of the

applicable amount and all placement fees may be paid by DOF but shall result in a dollar for dollar reduction of the
Management Fee.

DOF Expenses
DOF will bear all costs and expenses related to DOF's operations and all expenses related to actual and potential
investments (whether to be made directly or indirectly through DOF's subsidiaries). Any shared fees and expenses that
...

ITEM 7: TYPES OF CLIENTS

Advisory Clients
The Adviser provides investment advice and portfolio management services to the Funds according to the services
described herein. Investors in the Funds must be persons who can bear the economic risk of an investment in the Funds.
Each person to whom the units will be sold must meet specific suitability requirements and must represent in writing,
among other things, that in connection with evaluating the merits and risks of investing in the Funds, they have such
knowledge and experience in financial and business matters that they are capable of evaluating such merits and risks
and is capable of making an informed investment decision.

(Refer to each Fund's respective Confidential Private Placement Memorandum or PPM and related legal documents for
complete offering structure details.)

Sundance Bay Debt Strategies Fund Group
Sundance Debt Partners, LP (“SDP”)
To invest, investors must certify they have such knowledge and experience in financial and business matters to be capable
of evaluating the merits and risks of an investment in the Fund and qualify as an "accredited investor" as the term is
defined in Rule 501(a) under the Securities Act. The minimum investment commitment required of an investor in the
Fund is $250,000. The General Partner, in its sole discretion, may waive the minimum dollar amount requirements.

SDP REIT, LLC
The minimum investment commitment required of an investor in the Fund is $1,000.

SDP Financial 2020, L.P.
For each of SDP Financial 2020, L.P.'s investments for which they co-lend alongside SDP REIT, LLC, both SDP REIT, LLC and
SDP Financial 2020, L.P. shall have a maximum commitment to lend with respect to a Loan in the amount shown on the
executed Addendum for such Loan.

Sundance Bay Debt Opportunity Fund, L.P. (“DOF”)
Interests generally will be sold only to (i) "accredited investors" in reliance upon the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated
thereunder and (ii) to "qualified clients," as such term is defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended (the "Investment Company Act"). The minimum investment commitment required of an investor in
the Fund is $250,000, subject to the General Partner's right to accept Capital Commitments of a lesser amount in its sole
discretion.

Sundance Bay Debt Opportunity Fund REIT, LLC (“DOF REIT”)
The minimum investment commitment required of an investor in the Fund is $1,000.

Sundance Bay Debt Opportunity Fund Parallel Sidecar, L.P.
For each of Sundance Bay Debt Opportunity Fund Parallel Sidecar, L.P.'s investments for which they co-invest alongside
DOF REIT, LLC, both DOF REIT, LLC and Sundance Bay Debt Opportunity Fund Parallel Sidecar, L.P. shall have a maximum
commitment to invest with respect to an investment in the amount shown on the executed Addendum for such
investment.

Sundance Bay Multi-Family Fund Group
Sundance MHC Impact LLC
The Sundance MHC Impact LLC (“MHC Impact”) is a private Fund formed for the purpose of investing in mobile-home
communities though an interest in MHC Impact Fund I, LP (“MHC Master”), a private fund managed by Roots
Management, LLC , a third-party manager. MHC Impact will only accept U.S. investors who are “accredited investors”
(as defined in Rule 501 of Regulation D under the Securities Act). The minimum investment commitment required of an
investor in the Fund is $250,000, although smaller subscriptions may be accepted at the Adviser’s discretion. Investors
should refer to both PPM’s in their entirety for complete offering details.