Owl Creek Asset Management LP

Item 5 - Fees and Compensation
The fees and expenses applicable to each Fund are set forth in detail in each of the Fund's respective
offering documents. A brief summary of those fees and expenses is provided below.

U.S. Funds—Management Fees

With respect to Owl Creek I and Owl Creek II, each Fund generally pays Owl Creek at the beginning
of each quarter, an amount ("Management Fee") equal to 0.375% (1.5% annualized) of a limited
partner's beginning capital account for such quarter (prorated for partial periods). With respect to
the Credit Domestic Fund, the Fund generally pays Owl Creek at the beginning of each quarter a
Management Fee equal to 0.375% (1.5% annualized) of a limited partner’s beginning capital
account for such quarter (prorated for partial periods). The OCSS Fund is not currently being
offered to investors, but the management fee terms applicable in respect of the existing investors in
the OCSS Fund are set forth in that Fund’s limited partnership agreement. The OC Solutions Fund
is currently being offered to investors and generally pays Owl Creek at the beginning of each quarter
a Management Fee equal to 0.3125% (1.25% annualized) of a limited partner's invested capital for
such quarter (prorated for partial periods and subject to change in the event of certain dispositions
and write-downs). The Owl Creek Aviation Fund is not currently being offered to investors and
generally pays Owl Creek at the beginning of each quarter a Management Fee equal to 0.175%
(0.70% annualized) of a limited partner's invested capital for such quarter (prorated for partial
periods and subject to change in the event of certain dispositions and write-downs).

With respect to all of the U.S. Funds, a pro rata portion of any Management Fee paid in advance
will be repaid by Owl Creek to the relevant Fund and distributed to any limited partner that is
permitted to withdraw prior to the end of a quarter. For the purpose of calculating the Management
Fee, a limited partner's capital account shall include the fair value, as determined by Owl Creek, of
certain investments which Owl Creek believes either lack a readily assessable market value or
should be held until the resolution of a special event or circumstance ("Special Investments") in
which such limited partner has an interest.

For the Flagship Funds and the Credit Funds if, after giving effect to a withdrawal, a capital account
would be completely withdrawn from a U.S. Fund except for its interest in one or more Special

    We are using a definition here consistent with “Net assets under management” per the Form PF Glossary of Terms

Investments, the General Partner may determine to reserve or hold back a portion of the proceeds
with respect to such withdrawal that is required, in its reasonable discretion, to pay for the
Management Fees expected to be earned over the life of the Special Investments in which such
capital account has an interest (the "Management Fee Reserve"). The Management Fee Reserve is
not segregated from the applicable Fund’s assets and does not earn interest. Any remaining amount
of the Management Fee Reserve will be distributed to the holder of such capital account together
with the withdrawal proceeds upon the realization of such Special Investments. If the Management
Fee Reserve is insufficient, the relevant U.S. Fund will bill the holder of such capital account
quarterly for Management Fees attributable to the Special Investments in which such capital account
has an interest. If the full amount of an invoice is not paid by the date provided on such invoice, the
General Partner may, in its sole discretion, reduce the amount of any proceeds paid with respect to
such Special Investments by an amount equal to the unpaid invoice, together with interest thereon
at a market rate, as determined by the General Partner.

Owl Creek may, in its discretion, elect to reduce or waive the Management Fee with respect to any
limited partner of the U.S. Funds. Owl Creek typically waives the Management Fee with respect to
Owl Creek affiliates. Management fees are deducted from investors' accounts.

U.S. Funds—Incentive Allocation

The General Partner is generally entitled to an amount (the "Incentive Allocation") equal to 20% of
the net capital appreciation of each U.S. Fund (excluding the OCOPP Funds’, the OC Solutions and
the Owl Creek Aviation Fund Incentive Allocation – as described below). Except as provided below
with respect to Special Investments, net capital appreciation includes both realized gains and losses
and unrealized gains and losses of securities held in each U.S. Fund's portfolio. Generally, any net
capital depreciation in a fiscal year allocated to any limited partner is carried forward so that no
Incentive Allocation is borne by such limited partner unless the losses have been recouped, subject
to certain adjustments. A portion of each applicable U.S. Fund's assets may be invested in Special
Investments that may be maintained in special situation sub-accounts, in which case they are
generally not subject to any Incentive Allocations until a gain is realized (or deemed realized). Such
Special Investments generally are subject to the Management Fees described above and will be
carried at fair value, as determined by the General Partner, for the period that they are maintained
in such special sub-accounts. The Incentive Allocation in respect of the OC Solutions Fund will
generally be equal to 15% of net profits after an 8% hurdle is achieved and investor capital is
returned. The Incentive Allocation in respect of the Owl Creek Aviation Fund will generally be
equal to 10% of net profits after a 6% hurdle is achieved and investor capital is returned.

The General Partner may, in its discretion, elect to reduce or waive the Incentive Allocation with
respect to any limited partner of the U.S. Funds, including, but not limited to, any affiliate of the
General Partner.
...

Item 7 - Types of Clients
Owl Creek provides advice to the U.S. Funds and the Offshore Funds, which are private investment
funds, as described above. Investors in the 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, or corporations or business entities other than those listed
previously, private investment funds or other entities.

Investors in the Funds are generally required to make minimum initial investments of at least $5
million. The Board of Directors (for the Offshore Funds) or the General Partner (for the U.S. Funds)
may waive the minimum initial investment amount. Additional investments in the Funds by existing
investors generally must be in the minimum amount of $100,000.

Investors in the Funds are persons who generally are (x) "accredited investors" as defined under the
Securities Act or (y) not U.S. Persons (as defined under Regulation S of the Securities Act). In
addition, investors in Owl Creek II, Owl Creek Overseas, the Domestic Credit Fund Offshore Credit
Fund, OCSS Fund, OC Solutions Fund and the Owl Creek Aviation Fund who are U.S. Persons (as
defined under Regulation S of the Securities Act) must generally be "qualified purchasers" as
defined under the Investment Company Act or have an exemption under that Act making them
eligible to invest.