Okumus Fund Management Ltd

Item 5: Fees and Compensation

Management Fees

As the investment adviser to the Fund, we receive a management fee payable
quarterly in advance, (the “Management Fee”) at the annual rate of 2% of the value
of the net asset value attributable to the investors in the Class A and Class B shares as
of the first business day of the quarter per the Offering Circular. Net asset value
includes net realized and unrealized profits and losses. Fees are each deducted from
the Fund by instructing the Fund’s custodian.

The management fee is generally not negotiable, however, Okumus may waive or
modify the management fee for investors of the Fund that are employees or affiliates
of Okumus, members of immediate families of such persons, and for certain large or
strategic investors.

Other Expenses

The Fund shall bear expenses, including but not limited to, interest on borrowings
and commitment fees and related expenses payable to lenders, accounting and legal
costs, insurance premiums, custodial and transfer agency and expenses, printing and
mailing expenses, including the cost of printing the Fund’s Offering Memorandum,
Subscription Agreement and sales literature and delivering them to existing and
potential shareholders of the Fund, other promotional expenses, the cost of
maintaining the Fund’s corporate existence, the cost of attendance by the Directors at

Okumus Fund Management LTD.                                           Form ADV Part 2A

the meetings of the Directors, and all investment expenses incurred by the Fund. The
organizational expenses of the Fund (including expenses of the initial offer and sale
of Shares) will be paid by the Fund and, for net asset value purposes, may be
amortized over a period of up to 60 months. In addition, The Fund will pay or
reimburse us all reasonable legal, accounting and audit fees and expenses, fees and
expenses incurred in connection with investigating potential investments or seeking
to maximize returns on existing investments, all reasonable custodial fees, interest on
borrowed funds, transfer taxes, brokerage commissions, fees and expenses for
consulting, research and statistical services and all extraordinary or non-recurring
expenses, including litigation expenses. If Okumus incurs any of the expenses
mentioned above on behalf of the Fund, then the Firm will allocate such expenses to
the Fund, or in such other manner as Okumus considers fair and reasonable.

Okumus will limit the use of “soft dollars” to obtain research and brokerage services
within the meaning of Section 28(e). For further detail on the Firm’s brokerage
practices refer to “Item 12: Brokerage Practices.”

Okumus shall bear operating expenses in connection with performing investment
management services under the advisory agreements (e.g., compensation of its
investment personnel and secretarial, clerical and other personnel, including benefits
and related taxes, office space and utilities and telephone and certain computer
equipment).

Item 7: Types of Clients

Okumus’ client is the Fund. Investment advice is provided directly to the Fund subject
to Okumus’ direction and control, and not individually to every Fund Investor(s).

Through the Fund it advises, Okumus may provide investment management services
to individuals, investment companies, pooled investment vehicles, pension and profit
sharing plans, trusts, estates, endowments, foundations, corporations, limited
partnerships, commingled investment trusts, and other entities.

Okumus Fund Management LTD.                                         Form ADV Part 2A

Investors in the Fund must be “accredited investors” as that term is defined in Rule
501 of Regulation D of the Securities Act of 1933 and “qualified purchasers” within
the meaning of Section 2(a)(51) and Rule 2a51-1 under the Investment Company Act
of 1940.

Investors are required to commit or contribute certain minimum capital amounts to
become limited partners of our limited partnerships as disclosed in the confidential
private offering memorandum of the Fund. Currently, the minimum required
investment is $5,000,000. This minimum amount is subject to change at the sole
direction of the Fund’s Board of Directors.