Gruss Capital Management LP

Fees and Compensation

                                                Incentive (AND)         Man Fee
              Class and      Mgmt     "AND" /                                         Loss Carry    Hurdle
  Fund                                                               Reduction(s) @
               Default        Fee      "OR"                                           Forward /     (Above
  Name                                          Percent of Profits     $2b / $3b
            Denomination      (%)     MODEL                                             HWM        Mngt Fee)
                                                      (OR)            Thresholds?

               A (USD)        1.5                     20%
                                       AND                                                            No
  GRUSS        G (USD)        1.25                    15%
   DV
                                                                          Yes            Yes
  FUND,
   L.P.        M (USD)         1                      25%                                          Implied by
                                        OR                                                          "OR" Fee
               O (USD)        1.5                     30%                                           Structure

             A (USD, EUR,
                              1.5                     20%
               GBP, JPY)
                                       AND                                                            No
  GRUSS      G (USD, EUR,
                              1.25                    15%
    DV         GBP, JPY)
                                                                          Yes            Yes
  FUND,      M (USD, EUR,
   LTD.                        1                      25%                                          Implied by
              GBP, JPY)
                                        OR                                                          "OR" Fee
             O (USD, EUR,                                                                           Structure
                              1.5                     30%
              GBP, JPY)
  THIS SUMMARY OF CERTAIN FUND TERMS IS FOR PURPOSES OF CONVENIENCE ONLY AND DOES NOT PURPORT TO BE A
            FULL RECITATION OF THE TERMS PRESENTED IN DETAIL IN THE FUND'S OFFERING MATERIALS.

For DV Onshore and DV Offshore, GCM receives a management fee which is payable monthly in advance
and computed at a rate of: (i) 0.125% (1.5% annualized) for Class A and Class O investors (subject to the
provisions set forth below in DV Onshore and DV Offshore – Class M Interests and Class O Interests,
Generally); (ii) 0.1041667% (1.25% annualized) for Class G investors; and (iii) 0.083333% (1%
annualized) for Class M investors (subject to the provisions set forth below in DV Onshore and DV
Offshore – Class M Interests and Class O Interests, Generally). At the discretion of the Investment
Manager (or GCA, where relevant), the management fee may be calculated differently with respect to,
or may be waived for, capital accounts of certain investors who are current or former employees of
GCM, affiliates of GCA, Gruss Management or GCM, or members of the immediate families of such
persons or trusts or other entities established for their benefit or certain select investors. GCM receives
an annual incentive fee in arrears, equal to a percentage of the net realized and unrealized appreciation
in the net asset value of each series of shares of the Offshore Fund (adjusted for any redemption of
shares in a series made during the year); similarly, the General Partner receives an incentive allocation
in arrears, equal to a percentage of the net realized and unrealized appreciation allocated to the capital
account of each limited partner of the Onshore Funds for such year (adjusted for any withdrawals made
during the year).

DV Onshore and DV Offshore – Class A Interests and Class G Interests, Generally: Incentive fees at the
end of each fiscal year will be calculated as such: (i) 20% of the net capital appreciation allocated to
each Class A investor for such fiscal year; and (ii) 15% of the net capital appreciation allocated to each
Class G investor for such fiscal year (in each case, over the management fee).

DV Onshore and DV Offshore – Class M Interests and Class O Interests, Generally: Class M investors
receive a so-called “1 or 25” compensation structure, while Class O investors receive a so-called “1.5 or
30” compensation structure. Unlike a traditional investment management compensation structure
(such as those set forth under the Class A and Class G interests) which provide for an investment
manager and a general partner to be compensated with both a management fee and potential incentive
compensation (the “X and Y” model), the “or” model, described in detail in the relevant offering
documents for Class M and Class O Interests, effectively provides for an investor to bear the economics
of either a management fee or incentive fee, as the case may be. Put another way, under an “or” model,
a manager will generally be entitled to receive the greater of the management fee for the class of
interest or the stated percentage of the profits, before the management fee, for the class of interest.
Generally, at the end of each fiscal year: (i) with respect to Class M investors, the incentive fees will
equal 25% of the amount, if any; or (ii) with respect to Class O investors, the incentive fee will equal
30% of the amount, if any; by which the net capital appreciation allocated to such Class M or Class O
investor at the end of such fiscal year (after deduction of expenses charged to such capital account,
other than the management fee, but before reduction for any Class M/O incentive allocation exceeds
the Threshold Amount (defined below)). This incentive allocation can never be negative. For the
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