Blacksand Capital Management I 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

        BSC I 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”) (BSC Co-Invest typically pays no or a reduced Management Fee compared to
BSC I). During the investment period for BSC I, the Management Fee is 2.0% of commitments
and, thereafter, it is 2.0% of “Actively Invested Capital.” “Actively Invested Capital” means the
aggregate amount of capital contributed by the investors in BSC I for the purpose of funding
investments (and related expenses) that have not been disposed of or written off. 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 a date
specified in the Governing Documents (generally representing the earlier of the end of the Fund’s
defined investment period and the date the relevant General Partner (or an affiliate thereof) first
begins receiving or accruing Management Fees from another Fund meeting certain criteria) (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 made by the relevant Fund that have not been realized or completely
written off for U.S. federal income tax purposes. 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. However,
where there has been a partial distribution, partial writedown or partial sale of an investment and
the fair market value of such investment following such event exceeds the total amount of
investment contributions relating to such investment, the Governing Documents do not require
Management Fees after the Stepdown Date to be reduced. Following the Stepdown Date, the
amount of Management Fees otherwise payable will be reduced based on the ratio of the fair value
of each relevant remaining investment as compared against the amount of total investment
contributions relating to such investment(s).

        As a result, the amount of Management Fees generally will not correspond with
fluctuations in a Fund’s net asset value, including following the investment period, and will not be

reduced in connection with any write downs (whether temporary or permanent), except in the case
of investments completely written off for U.S. federal income tax purposes. 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 distributions or partial sales of investments.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
and expenses paid to Service Providers, the Advisers or their affiliates. Further, Management Fees
generally will not be reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions or partial write-offs that occur partway through the relevant calculation
period.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        As a matter of practice, an Adviser is typically paid fees from, on behalf of or with respect
to co-investors or other owners of an investment, and, as applicable, is permitted to receive other
fees relating to the structuring and administration of co-investment arrangements. The receipt of
any such fees will not reduce the Management Fee payable by any Fund(s) that have also invested
in such investment (which could include co-investment vehicles managed by BlackSand, Service
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TYPES OF CLIENTS

        BCM I provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to BCM I’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 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 Partner 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

        BCM I 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 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 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 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,
asset management services, may be outsourced to a third-party provider. Where appropriate, the
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