Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of ZAIS Group Holdings, Inc. (formerly
HF2 Financial Management Inc.) of our report dated February 12, 2015, relating to our audit of the financial statements of HF2
Financial Management Inc. which appears in the Annual Report on Form 10-K of HF2 Financial Management Inc. for the year ended December
31, 2014.
We also consent to the reference to our Firm under the caption "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ RSM US LLP
New York, New York
November 23, 2015