Amalgamated Gadget LP

Item 5 – Fees and Compensation

        Compensation received by an Affiliated Adviser for serving as a Fund’s investment manager or
general partner is generally comprised of (i) a fee based on the percentage of assets under management (the

“Management Fee”) and (ii) a performance-based fee (the “Incentive Fee”). Each Fund that is subject to
the Management Fee and/or the Incentive Fee is referred to herein as a “Fee-paying Fund”. Certain of the
Funds are not subject to the Management Fee and/or the Incentive Fee.

         Management Fee

        Each Fee-paying Fund pays, in arrears or in advance, a quarterly Management Fee equal to 1/4 of
1.5% of each Fund’s net assets, before reduction for accrued fees and expenses. The Management Fee may
be waived or reduced by the Affiliated Advisers (and, in the case of Q China, Q India, Underwater Aviation,
and the SPE, as well as with respect to the capital of OUAT (defined below) and the Internal Capital
(defined below), has been waived). The Affiliated Advisers may waive or adjust the Management Fee for
any reason whatsoever, including for investors who are friends or family of the principals of the Affiliated
Advisers, and have done so from time to time. Such Management Fee waivers may be provided in
anticipation or appreciation of other benefits that the Affiliated Advisers may receive from such investors.
However, other Fund expenses and costs will not be disproportionately allocated to or among investors.

         Incentive Fee

         Each Fee-paying Fund pays an Incentive Fee equal to 20% of the new appreciation attributable to
each series of interests or shares of such Fund as of the end of each fiscal year and upon redemptions or
withdrawals of interests or shares. The Incentive Fee may be waived or reduced by the Affiliated Advisers
(and, in the case of Q China, Q India, Underwater Aviation, and the SPE, as well as with respect to the
capital of OUAT and the Internal Capital, has been waived). The Affiliated Advisers may waive or adjust
the Incentive Fee for any reason whatsoever (including for the persons and in the circumstances described
in “Management Fee” above), and have done so from time to time.

        In addition, an offer was made in 2007 to certain then-current investors in the Multi-Strategy Funds
to charge no Management Fee in exchange for an increase in the Incentive Fee to 25%. See “Item 11 –
Code of Ethics; Participation or Interest in Client Transactions and Personal Trading – Side Letters” below.

         Expenses of the Funds

         Each of the Funds bears its own operational, research and investment related expenses, which
include, without limitation, the Management Fee; Incentive Fee; accounting, auditing, legal, and tax
expenses; organizational expenses; data services at the primary and one cloud-based back-up site (e.g., wire
services, quotation data services, news services, financial reporting services, research services, and internal
and external IT related costs associated with creating and maintaining Q Investments’ proprietary research
and trading databases); trading expenses; service provider expenses (e.g., administrator and board of
directors); marketing expenses; insurance expenses; expenses attributable to any possible or actual
investment (e.g., research, consultants, travel and entertainment related expenses (for example, without
limitation, travel to develop prime brokerage and trading relationships; meals with management of current
and potential portfolio companies; and attending sporting or other events with members of trading
counterparties or Fund service providers, such as renting all or a portion of (or tickets to) a Dallas Cowboys
(or other events) suite at AT&T Stadium or court side Dallas Mavericks tickets1)); fees and expenses related

  Note: As an example, the Affiliated Advisers often invite trading counterparties from New York firms such as JP
Morgan, Bank of America or Goldman Sachs to the Dallas-Fort Worth area (“DFW”) to visit in order to strengthen
the trading relationship. As an inducement the firm often invites counterparty representatives to a suite at Dallas
Cowboys games or to use court side Dallas Mavericks tickets. The Affiliated Advisers believe that such expenditures
are valuable in order to entice senior counterparty representatives to visit from long distances. The Affiliated Advisers
never exceed a 1 to 1 ratio in terms of charging the Funds for Affiliated Adviser employees versus trading counterparty
employees. As an example, if there are 6 Goldman Sachs employees in attendance, the Affiliated Advisers will charge

to Third-Party Seeded Investment Managers and/or Third-Party Managers (each as defined below) and
extraordinary expenses (e.g., taxes, indemnification expenses, litigation costs and damages). Each of the
Feeder Funds bears its pro rata portion of the Master Fund’s and Parallel Master Fund’s expenses. A more
detailed description of the expenses borne by a particular Fund is available in the offering memorandum of
the respective Fund. To the extent that expenses to be borne by the Funds are paid by the Affiliated
Advisers or one of their affiliates, the Fund will reimburse such parties for such expenses.

        Redemption Charge

        When investors redeem from any of the Funds, their redemption, under certain circumstances, may
be subject to a redemption charge payable to the applicable Fund of up to 1% of the redemption amount
(the “Redemption Charge”). The applicable Affiliated Adviser may waive the Redemption Charge if it
determines in its sole discretion that remaining investors are not disadvantaged in connection with a
redemption.

        Other Services

         To the extent disclosed in the applicable offering memorandum, the Affiliated Advisers and their
affiliates may from time to time receive reimbursement from the relevant Funds for certain costs and
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Item 7 – Types of Clients

        As stated in Item 4 above, the Affiliated Advisers’ business is currently limited to giving investment
advice to private investment vehicles that are part of the Q Investments family of Funds. Investment advice
is formulated for the Funds’ investment objectives, and is not individually tailored to the Funds’ investors.

         Investors in the Multi-Strategy Funds generally must be either: (i) non-“United States persons”
within the meaning of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”);
or (ii) both (A) “qualified purchasers” within the meaning of the Investment Company Act of 1940, as
amended, and (B) “accredited investors” within the meaning of Regulation D under the Securities Act. The
minimum initial capital contribution for the Multi-Strategy Funds is $5 million, subject to the discretion of
the relevant Affiliated Adviser to accept lesser amounts. The Multi-Strategy Funds remain generally closed
to new investors.

         The capital of (1) The Once Upon A Time Foundation, a charitable foundation founded by Mr.
Raynor (“OUAT”), (2) the Affiliated Advisers and their affiliates and (3) the principals of the Affiliated
Advisers ((2) and (3) collectively, the “Internal Capital”) in aggregate represents a majority of the capital
invested in the Multi-Strategy Funds and certain other investments of the Funds, as of December 2020. The
Affiliated Advisers intend to continue to increase OUAT’s and the Internal Capital’s share of the aggregate
capital invested in Funds. A substantial majority of the Internal Capital is currently invested in the Onshore
Accounts (defined below), but the Affiliated Advisers may change the percentage of the Internal Capital
invested in the Onshore Accounts relative to the non-Onshore Accounts in the future. The Internal Capital
and OUAT are not subject to a commitment and do not maintain an undrawn balance.

         The Internal Capital and OUAT are not subject to the same redemption restrictions as investors.
For example, the Internal Capital and OUAT may be redeemed from the Multi-Strategy Funds at faster
rates than external investors’ capital in order to meet tax or other requirements of OUAT or the owners of
the Internal Capital, and portions of the Internal Capital or OUAT’s capital may be invested in, or redeemed
from, the Multi-Strategy Funds at relative amounts or timing different than the relative amounts or timing
of investments by, or redemptions to, investors. Since, as stated above, the Affiliated Advisers intend to
continue increasing OUAT’s and the Internal Capital’s share of the capital invested in the Funds, the
Affiliated Advisers and/or OUAT may invest additional capital at or about the same time as the Affiliated
Advisers redeem investors. Depending on the facts and circumstances and consistent with its fiduciary
duties, an Affiliated Adviser may, in its sole discretion, elect to (A) mandatorily redeem certain Multi-
Strategy Fund investors at different relative amounts or timing than other investors if such Affiliated
Adviser determines to reduce the overall size of such Fund, and (B) redeem Internal Capital at different
relative amounts or timing than redemptions of other Multi-Strategy Fund investors in order to fund tax
payments, engage in transactions designed to rebalance the percentage holdings of Internal Capital, in order
to make investments in other Funds (or other investments) or to meet charitable commitments on behalf of

OUAT or Mr. Raynor. If an Affiliated Adviser has determined that it is in the best interests of a Fund or
the Funds to sell an investment, the Affiliated Adviser may elect, immediately prior to the sale, to donate
to a public charity or to OUAT a portion of the investment to be sold that is attributable to the capital of the
Affiliated Advisers, which, in the case of OUAT, will sell the investment on a pro rata basis at the same
time as the Fund(s). If an Affiliated Adviser has determined that it is in the best interests of the Fund(s) to
continue to hold an investment and the Affiliated Adviser wishes to make a charitable donation of a portion
of the investment that is attributable to the capital of the Affiliated Advisers, the Affiliated Adviser may
donate such portion of the investment to an unaffiliated public charity. Since the public charity will likely
sell such securities immediately, the Affiliated Advisers may purchase the equivalent position in open
market transactions such that the Affiliated Advisers may hold a position in such investment consistent with
its interest prior to the donation for the purpose of keeping the Affiliated Advisers’ position aligned with
investors. Or, the Affiliated Adviser may donate such portion of the investment to OUAT, in which case
OUAT will hold the donated investment and sell it on a pro rata basis at the same time as the Fund(s) such
that, following the donation, the Affiliated Advisers’ interests with respect to that investment will remain
aligned with investors (see “Conflicts of Interest Relating to IPO Investing; and Once Upon A Time
Foundation” for additional discussion of the alignment of interests OUAT provides).

         In addition, the Affiliated Advisers generally do not charge a Redemption Charge (defined above)
to the Internal Capital or OUAT. The Affiliated Advisers will provide prior written notice to investors in
the Multi-Strategy Funds in the event that redemptions of Internal Capital and OUAT’s capital would cause
the Internal Capital and OUAT’s capital to collectively represent less than 40% of the capital invested in
the Multi-Strategy Funds. In order to facilitate the Affiliated Advisers’ maintaining an investment of a very
substantial portion of the Internal Capital and OUAT’s capital in the Multi-Strategy Funds, the Internal
Capital and OUAT intend to enter into facilities to finance such investments (“Manager Facilities” and, the
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