Blacksand Capital LLC

FEES AND COMPENSATION

        In general, the Advisers receive a management fee and/or a carried interest in connection
with the provision of advisory services to their clients. The Advisers and certain BlackSand
Affiliates (as defined herein) receive additional compensation in connection with management and
other services performed for portfolio investments of the Funds and such additional compensation
will not offset, in whole or in part, the Management Fees (as defined below) otherwise payable to
the Advisers to the extent provided by the Governing Documents. In addition, in certain
circumstances, the Advisers receive compensation for management and other services performed
in connection with co-investments made in portfolio investments of the Funds. Investors in a Fund
also bear certain fund expenses.

Management Fees

        The Main Funds generally pay the Advisers, quarterly in advance, a management fee (the
“Management Fee”) equal to 2.0% on an annual basis of aggregate capital commitments
(“Commitments”) (the Co-Invest Funds typically pay no or a reduced Management Fee compared
to the Main Funds). Investors participating in a closing after the first closing (the “Initial Closing”)
bear the Management Fee from the Initial Closing. Upon a date specified in the relevant Fund’s
Governing Documents (the “Stepdown Date”), the Management Fee will equal 2% per annum of
the aggregate funded Commitments, reduced by investments that have been completely written off
for U.S. federal income tax purposes and distributions constituting returns of capital. The
Management Fee will be payable until proceeds from all portfolio investments are distributed or
until BlackSand’s relationship with the relevant Fund is terminated for other reasons (as described

in the Governing Documents). Limited partners admitted or that increase their Commitments at
any closing after the Initial Closing will be required to pay the Management Fee retroactively.
Installments of the Management Fee payable for any period other than a full quarterly period are
adjusted on a pro rata basis according to the actual number of days in such period. As a general
matter, Management Fees will be payable during term extensions unless otherwise agreed with
investors in the relevant Fund.

        The Governing Documents provide that a Fund’s Management Fees will be calculated and
charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further
specified in the Governing Documents, from the effective date of the relevant Fund until the
Stepdown Date, Management Fees generally will be charged based on a formula tied to the amount
of the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date, Management
Fees generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Fund borrowing component (e.g., bridge financing
contributions) (including interest expenses)) made by the relevant Fund relating to the Fund’s
aggregate investment(s) in its portfolio investments that have not been realized or completely
written off for U.S. federal income tax purposes (such investments, “Impaired Value
Investments”). Due to differences in the criteria set forth in their respective Governing
Documents, in the event where more than one Fund participates in an investment, there is the
possibility that an investment will become an Impaired Value Investment for purposes of one
Fund’s Governing Documents but not those of one or more other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such Impaired
Value Investment will be reduced solely based on the ratio of the fair market value of each relevant
remaining investment(s) as compared against the amount of total investment contributions relating
to such investment(s) as of the date of the relevant event.

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
Value Investments. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions (e.g., those resulting from a dividend recap) or reorganizations,
restructurings, roll-over investments, extraordinary dividends or similar transactions or in

circumstances where one or more other Fund(s) divest their respective investment(s) (including
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TYPES OF CLIENTS

        BlackSand Capital provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to BlackSand Capital’s related duties to and practices on
behalf of its clients and/or investors should be construed accordingly. The Funds generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended,

and the rules and regulations promulgated thereunder. The investors participating in the Funds
generally include individuals, banks or thrift institutions, other investment entities, university
endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and often include,
directly or indirectly, principals or other personnel of the Advisers, BlackSand Affiliates, the
Founder Family Companies and members of their respective families, other third parties or Service
Providers retained by the Advisers.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

        The Funds generally have a minimum investment amount of $1,000,000 for third-party
investors, which amount is permitted to be waived by the General Partners of such Funds. Fund
interests are generally offered and sold either solely to qualified purchasers (or qualified
knowledgeable employee Adviser personnel) or solely to accredited investors who are also
qualified clients (or qualified knowledgeable employee Adviser personnel).

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Formed in 2010, BlackSand Capital is an SEC-registered investment adviser founded by
the Principals, who are real estate investment and development professionals with experience
leading two long-standing Hawaii-based real estate firms, Kobayashi Group and The
MacNaughton Group. As further described below and in the applicable Memorandum for each
Fund, the Funds seek to invest in real estate and real estate-related assets primarily in the State of
Hawaii.

Investment and Operating Strategy

Target Investment Categories

        The Funds seek to primarily target opportunistic real estate and real estate-related
investments in Hawaii where the applicable General Partner sees favorable risk profiles and
believes that it can add value through the entitlement, development, renovation or redevelopment,
re-tenanting, change in use, repositioning, and improved operation of such investments. The
Advisers expect to evaluate investments at all levels of the capital structure and for each Fund the
relevant General Partner intends to seek to construct a portfolio that appropriately balances current
cash yield with the potential for long-term capital appreciation. The Funds will consider both
marketed and non-marketed opportunities as potential investments, but will seek to capitalize on
the lack of competition in privately-negotiated and complex transactions. The Funds generally will
not be prohibited from investing in any real estate asset class or type to provide the relevant
General Partner with the flexibility to adapt the applicable Fund’s strategy to changing market

conditions, as well as be an active participant across a range of property sectors in both the equity
and debt markets, which the Advisers believe maximizes access to deal flow and market insights.
Without limiting the foregoing, the Funds generally intend to focus investment activities primarily
on the following categories: (i) direct real estate; (ii) structured finance; (iii) development; (iv)
land acquisition; (v) operating real estate companies; and (vi) joint ventures.

Investment Process

        The Advisers believe that discipline in assessing both asset-level and macroeconomic risk
for any investment opportunity is critical to making sound investment decisions and generating
attractive risk-adjusted returns for investors. As a result, the Advisers intend to employ a
comprehensive diligence process that is expected to include a review of the industry, competitive
landscape, and returns on capital invested. The findings from this process, coupled with the
Advisers’ insights on the market, will be used to perform extensive financial analysis, which is
expected to include scenario analyses to test asset performance under various economic conditions.
As part of the diligence process, the Advisers also intend to evaluate the capital structure position
where it believes the most attractive risk-adjusted returns can be achieved and intends to seek to
structure its investment accordingly.

Asset Management

        BlackSand’s team is experienced in improving under-utilized real estate assets in an effort
to maximize value. As part of the due diligence and investment process, the Advisers intend to
devise an asset management strategy for each investment, including a plan to add value via
entitlement, development, renovation or redevelopment, re-tenanting, change in use, or
repositioning strategies, or through improved sales and leasing and operational or other
improvements, as appropriate. The Advisers expect to implement the business plan for each asset
as soon as possible after acquisition. Day-to-day asset management functions will typically be
performed by the BlackSand team, although property management services, and in certain cases,
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