LongTail Alpha LLC

Item 5. Fees and Compensation
GENERAL INFORMATION ABOUT ADVISORY FEES

As a sponsor/investment manager, LongTail Alpha and/or its affiliates receive management fees, and may
also receive incentive/performance allocations, structuring fees, and liquidating fees depending on the
structure and terms of the respective Fund product. LongTail Alpha will receive management fees on its
products either based on the size of the investment ("Assets Under Management" ("AUM")), based on the
intended notional hedge ("Assets Under Protection" ("AUP")), or based on the clients targeted Total
Notional Exposure Commitment, which is defined as the targeted amount of notional exposure to the client's
hedging portfolio in respect of the client's capital account in a comingled vehicle. LongTail Alpha may also
be entitled to receive an incentive allocation/fee from clients depending on the structure and terms of the
respective Fund, separately managed account, Fund-of-One, or advisory consulting agreement. Details
regarding any incentive allocation/fee are set forth in the next section entitled, "Item 6. Performance-Based
Fees and Side-by-Side Management." LongTail Alpha may also receive advisory fees from clients in respect
of separately managed accounts. LongTail Alpha may also receive investment consulting fees for non-
discretionary investment recommendations it makes to certain of its clients. Because of the nature of
LongTail Alpha's business and its current regulatory status with the SEC, CFTC and NFA, clients will all
be "qualified purchasers" and/or "qualified eligible person".

LongTail Alpha's management fee may be payable monthly or quarterly in advance or monthly or quarterly
in arrears, calculated and accrued on a monthly or quarterly basis, or any other arrangement or schedule as
determined and agreed upon with the relevant client. In those circumstances where a client pays the
management fee in advance, upon termination, any fees paid in advance will be prorated to the date of
termination and any excess will be refunded to the client.

For certain structures, a withdrawal fee may be charged, which will be paid to the Fund (not to the adviser)
for the benefit of the non-withdrawing Limited Partners or Members holding beneficial interests in such
vehicle who will share such proceeds on a pro rata basis in accordance with their relative capital account
balances. This withdrawal fee with typically differ based on the balance of the capital account at the time
of redemption or withdrawal and will be defined in the respective investment vehicle's offering documents.

It is important for clients and investors to understand that lower fees for comparable services may be
available from other sources. The expenses of a Fund, including Adviser's management fee and
performance-based compensation, may constitute a higher percentage of average net assets than would be
found in other investment vehicles.

ADVISORY FEES WITH RESPECT TO THE FUNDS

Compensation paid to LongTail Alpha by, or with respect to, the Funds varies depending on the nature of
the services provided and the investment strategy utilized and is generally not negotiable. However, any
compensation earned by LongTail Alpha in connection with its management of the Funds may, in LongTail
Alpha's sole discretion, be shared, waived, rebated or reduced for any person or entity, including, without
limitation, "knowledgeable employees" and consultants of LongTail Alpha. An investor may therefore pay
more or less than other clients for the same or similar management services. Fees are typically deducted
from client's assets, but they can also be billed directly to the client.

TWOTAIL ALPHA ONSHORE FUND LP AND TWOTAIL ALPHA OFFSHORE FUND LTD

With respect to the TwoTail Alpha Onshore Fund LP, LongTail Alpha will receive a management fee from
the TwoTail Alpha Master Fund LP ("Master Fund") for each calendar quarter equal to 0.1875% (0.75%
LongTail Alpha LLC                             Page 8

per annum), in the case of each Master Fund Sub-Account corresponding to Series B Interests, 0.1375%
(0.55% per annum) in the case of each Master Fund Sub-Account corresponding to Series C Interests, and
0.2375% (0.95% per annum) in the case of each Master Fund Sub-Account corresponding to Series A
Interests, of the beginning net asset value of each such Master Fund Sub-Account (before taking into account
the estimated accrued incentive/performance allocation, if any) for such calendar quarter.

With respect to the TwoTail Alpha Offshore Fund Ltd., LongTail Alpha will receive a management fee from
the TwoTail Alpha Master Fund LP for each calendar quarter equal to 0.1875% (0.75% per annum), in the
case of each Master Fund Sub-Account corresponding to Series B Shares, 0.1375% (0.55% per annum) in
the case of each Master Fund Sub-Account corresponding to Series C Shares, and 0.2375% (0.95% per
annum) in the case of each Master Fund Sub-Account corresponding to Series A Shares, of the beginning
net asset value of each such Master Fund Sub-Account (before taking into account the estimated accrued
Performance Allocation, if any) for such calendar quarter.

With respect to the TwoTail Alpha Onshore Fund LP and the TwoTail Alpha Offshore Fund Ltd,
management fees are payable quarterly in advance. The capital account of LongTail Alpha or its affiliates,
principals, etc., as sponsor/investment manager of each Fund, is not included when calculating any such fees.
Adviser, as the general partner and/or managing member of the Funds, has authority to direct the custodian
to transfer funds and securities in a Fund's portfolio and pay out the management fees and
incentive/performance-based compensation. This authority is permitted under the investment management
agreement between the Adviser and the TwoTail Alpha Funds. If the investment management agreement is
terminated prior to a billing cycle, the respective client will be reimbursed the proportional amount of the
...

Item 7. Types of Clients
LongTail Alpha's clients may include endowments, sovereign wealth funds, public or private pensions,
foundations, registered mutual funds, institutions, high net worth individuals, Clients, Funds, and Funds-
of-One.

Investors in the Funds and Funds-of-One are expected to include high net worth individuals and institutional
investors (meeting the qualifications of those exceptions and exemptions under which the Fund or Fund-of-
One will operate). LongTail Alpha expects each Fund and Fund-of-One to qualify for the exception from
the definition of "investment company" under the 1940 Act under Section 3(c)(7). Interests or shares in the
Funds or Funds-of-One will only be offered to investors in private placements pursuant to Regulation D
under the Securities Act of 1933, as amended ("1933 Act"). As such, all investors must meet the eligibility
requirements for "accredited investors" under the 1933 Act. Investors must also be "qualified clients" under
the Advisers Act and "qualified purchasers" under the 1940 Act and/or "qualified eligible persons" under
the regulations of the Commodity Futures Trading Commission. LongTail Alpha and its affiliates may
invest in the Funds and/or Funds-of-One. Certain employees of LongTail Alpha and its affiliates who
qualify as "knowledgeable employees" may also be permitted to invest in the Funds and/or Funds-of-Ones,
generally provided that they meet certain eligibility requirements.

The minimum initial investment by each prospective investor in a Fund is typically $1 million. The minimum
initial investment may be waived in the sole discretion of the relevant Fund. Adviser generally requires
investors to make representations concerning their financial sophistication and ability to bear the risk of loss
of their entire investment in the Fund.

Minimum initial investments by each prospective investor in a Fund-of-One will vary and will be subject
to negotiation with LongTail Alpha. Adviser generally requires investors to make representations
concerning their financial sophistication and ability to bear the risk of loss of their entire investment in the
Fund-of-One.

Minimum account sizes for separate client accounts vary depending on the type of investment advisory
services to be performed and in certain circumstances may be negotiable. Separate client account investment
advisory services are generally available to individuals and institutional accounts with a minimum account
size of $10 million.

LongTail Alpha LLC                              Page 17