Davidson Kempner Capital Management LP

Item 5   Fees and Compensation

 Management Fees

 Compensation received by the Adviser from Clients is generally comprised of fees based on a percentage of assets
 under management ("Management Fee") and/or annual performance allocations or other performance-based
 compensation ("Performance Compensation"). Certain separately managed accounts may pay advisory fees to the
 Adviser based on other criteria, as negotiated. The Adviser does not receive any compensation for the sale of
 securities. Management Fees are discussed in this Item 5. Performance Compensation is discussed in Item 6. All
 Management Fees and Performance Compensation for Private Funds are debited directly from Client accounts.
 Management Fees and Performance Compensation for separately managed accounts may be billed to Clients or
 debited directly from Client accounts, as negotiated.

 Management Fees are charged at annual rates of 1-1.5% of net assets of the relevant Multi-Strategy Fund (except
 for DK MS Master) or Distressed Fund (except for DK DO Master), payable in advance on a monthly or quarterly
 basis. Management Fees are charged at annual rates of 1.5% of net assets of the relevant Talonite Fund, payable
 in advance on a monthly basis. Management Fees are charged at annual rates of 1.5-1.75% of committed,
 contributed or invested capital of the relevant Opportunities Fund and 1.5% of committed/contributed capital of the
 relevant Real Estate Opportunities Fund, 0.5-0.75% of net assets or contributed capital of the relevant Special
 Opportunities Fund, and 1.15-1.5% of invested capital of the relevant Income Fund, payable in advance on a
 quarterly basis. No Management Fees are charged in DK MS Master and DK DO Master.

 However, the Adviser has discretion with respect to setting Management Fees and determining whether to reduce,
 waive, calculate or charge differently the Management Fee to the extent described in the applicable offering
 memorandum and/or other disclosure and governing documents of each Private Fund.

 If an investor withdraws from a Multi-Strategy Fund Distressed Fund or Talonite Fund prior to its termination, the
 investor will be entitled to any unearned prepaid portion of the Management Fee. Such unearned portions are paid
 out with the investor's withdrawals.

 Special Investments (as defined in Item 8) generally are subject to the Management Fee described above and are
 carried at fair value (which may be cost) for purposes of determining the amount of the Management Fee.

 The Adviser’s annualized fees for managing a separately managed account are negotiated and determined based on
 a number of factors, including but not limited to the strategy and size of a Client’s account. Different fees may
 apply to different investment products, even if the products use the same strategy, and a Client may pay more or
 less than similar Clients or Clients invested in similar strategies.

 Expenses

 The Adviser's fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses
 which shall be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, third party
 investment and other third parties.

 Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for
 client transactions and determining the reasonableness of their compensation (e.g., commissions).

 Expenses borne by separately managed accounts are individually negotiated and disclosed in the relevant
 investment management agreement or governing documents. Each Private Fund bears its own operating and other
 expenses as fully described in the applicable offering memorandum and/or other disclosure and governing
 documents of each Private Fund. These expenses may include, but are not limited to, as applicable, (i) investment-
 related expenses, whether relating to investments that are consummated or unconsummated (e.g., brokerage, prime
 brokerage and futures commission merchant fees, commissions and expenses; due diligence costs; investment
 banking fees; sourcing or finder's fees (which may include a fixed fee retainer, or a fee with a management fee
 component and/or a performance fee component); fees paid to asset (including loan) servicing companies, operating

companies, property and asset management companies and lending platforms (including fees paid to persons or
enterprises that are affiliates of the Adviser or owned by one or more Clients that provide to Clients or their assets
sourcing, due diligence, property management, asset (including loan) servicing and/or other services deemed by
the Adviser to be similar in nature to the foregoing (“Affiliated Enterprises”)); expenses relating to securities sold
short, including borrowing charges; clearing and settlement charges; custodial fees; bank service fees; interest
expense; consulting, appraisal and other professional fees (including investment bankers', attorneys' and
accountants' fees); fees relating to proxy research, voting and claims settlement services; investment-related travel
and lodging expenses) and other expenses related to the purchase, origination, sourcing, ownership, financing,
monitoring, sale, settlement, custody, transmittal or valuation of investments (whether or not consummated); (ii)
research-related expenses (including, without limitation, news and quotation equipment and services, market data
services, third party research consultant services, data providers and analytic services); (iii) investment- and trading-
related computer hardware and software expenses (including order management and other systems) and data
licensing and data warehouse expenses (e.g., Bloomberg and pricing feeds); (iv) expenses related to portfolio and
risk management products and services (including, without limitation, expenses related to portfolio and risk
...

Item 7       Types of Clients

 As noted in Item 4 above, the Adviser provides investment advice and investment management services to the
 Private Funds, which are pooled investment vehicles that are organized as domestic limited partnerships or offshore
 corporations or limited partnerships (e.g., hedge funds). Investors in the Proprietary Funds are comprised solely of
 the Registrant's Partners and former partners, members of the immediate families of such persons and trusts or other
 entities for their benefit. Investors in the Multi-Strategy Funds, the Distressed Funds, the Talonite Funds, the
 Opportunities Funds, the Special Opportunities Funds, the Income Funds and the Real Estate Opportunities Funds
 may include some or all of the following: individuals; banks or thrift institutions; investment companies; pension
 and profit-sharing plans; trusts, estates or charitable organizations; corporations or other business entities; certain
 eligible employees; and affiliates of the Registrant.

 Generally, investors in the Multi-Strategy Funds, the Distressed Funds, the Talonite Funds, the Opportunities
 Funds, the Special Opportunities Funds, the Income Funds and the Real Estate Opportunities Funds must make a
 minimum investment of $2 million to $5 million, as applicable, to such Private Fund. The Adviser generally
 reserves the right to accept lesser amounts in its discretion. In addition, investors in such Private Funds generally
 must be “accredited investors,” as defined in Rule 501(a) of Regulation D, promulgated pursuant to Section 4(2)
 of the Securities Act of 1933, as amended, and “qualified purchasers,” as defined in Section 2(a)(51)(A) of the
 Investment Company Act of 1940, as amended.

 With respect to separately managed accounts, the Adviser does not generally impose a minimum dollar value of
 assets in order to open or maintain an account. However, the Adviser considers the dollar value of an account when
 determining whether to open or maintain an account.