ABRAMS CAPITAL MANAGEMENT, L.P.

Abrams Capital Management, L.P. (“Abrams Capital”) is a Boston-based investment firm founded in 1999. David Abrams, as a limited partner of Abrams Capital and the managing member of its general partner, Abrams Capital Management, LLC, is the principal owner of Abrams Capital and controls Abrams Capital. The general partner of Abrams Capital has ultimate responsibility for the management and operations of Abrams Capital. For purposes of this Brochure, “Abrams Capital” shall include (where the context permits) Abrams Capital Management, LLC and the affiliated general partners of the Funds (as defined below). Abrams Capital provides investment advisory services to privately-offered alternative investment funds (the names of which are set forth in Item 5 - Fees and Compensation). The Funds (as defined in Item 5) generally seek to maximize long-term total returns in variable market and economic conditions, while emphasizing preservation of capital. Abrams Capital’s investment strategy is opportunistic. Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss, for a more comprehensive discussion of our investment approach. The specific investment strategies, objectives, risks, fees and other important information about each Fund are set forth in the applicable Fund’s confidential offering memorandum or other organizational documents. The information in this Brochure does not purport to be a complete description of the Funds and it is qualified in its entirety by a Fund’s confidential offering memorandum and other organizational documents. Abrams Capital makes all investment decisions on behalf of the Funds pursuant to the terms of an investment management agreement between each Fund and Abrams Capital. Abrams Capital’s primary responsibilities are to identify, review, and select investment opportunities that it believes will achieve the investment objectives of the Funds. Abrams Capital and its affiliates, Abrams Capital, LLC, Great Hollow Partners, LLC, Riva Capital Management III, LLC, Riva Capital Management IV, LLC, Riva Capital Management V, LLC, and Riva Capital Management VI, LLC also provide administrative and management services to the Funds. Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable general partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the investment management agreements with the Funds and organizational documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the organizational documents of the applicable Fund and/or the investment management agreements. Abrams Capital currently does not provide investment advisory services to clients apart from its management of the Funds and does not participate in wrap fee programs. From time to time, Abrams Capital serves as the manager/general partner for special purpose vehicles owned by one or more Funds. Abrams Capital manages the assets of each Fund in a manner that is consistent with the objectives and strategies set forth in the applicable Fund’s organizational documents. Abrams Capital generally does not tailor its advice to the needs

of any particular investor in a Fund, and investors may not impose investment restrictions on their investment in a Fund. As of January 1, 2026, Abrams Capital managed on a discretionary basis approximately $13.016 billion, which represents the aggregate net asset value of the Funds as of such date. Abrams Capital does not manage any assets on a non-discretionary basis. For a further discussion of these and related items, see Item 7 (Types of Clients), Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and Affiliations).

Management Fee and Performance Allocation The fees applicable to each Fund are set forth in detail in each Fund’s organizational documents. A summary of such fees is provided below. Abrams Capital does not negotiate fees with Fund investors. Unless otherwise agreed with a Fund's investors, advisory fees will continue to be payable during any term extensions. Pursuant to an investment management agreement with each of (i) Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P., and Whitecrest Partners, LP (together with Great Hollow International, L.P. (“Great Hollow”), collectively, the “Abrams Funds”), and (ii) Riva Capital Partners III, L.P. (“Riva III”), Riva Capital Partners IV, L.P. (“Riva IV”), Riva Capital Partners V, L.P. (“Riva V”), and Riva Capital Partners VI, L.P. (“Riva VI”; together with Riva III, Riva IV, and Riva V, collectively the “Riva Funds”; and together with the Abrams Funds, collectively the “Funds”; and each a “Fund”), each Fund other than Great Hollow agrees to pay Abrams Capital a quarterly management fee. The formula for calculating the quarterly management fee for each Fund is as follows: Fund

Quarterly Management Fee Calculation

Each Abrams Fund (other than Great Hollow)

An amount equal to the sum of 0.25% (1.0% on an annual basis) of the value of each investor’s account balance payable at the beginning of the applicable calendar quarter. For purposes of calculating the management fee, side pocketed investments are generally valued at their “designated value”, as defined in the organizational documents of each Abrams Fund. An amount equal to 0.1875% (0.75% on an annual basis) of the net asset value of Riva III. An amount equal to 0.25% (1.0% on an annual basis) of the net asset value of Riva IV, Riva V, or Riva VI, as applicable.

Riva III Riva IV, V, and VI

Subject to certain limitations, affiliates of Abrams Capital also are entitled to receive from each Fund a performance-based profit allocation from time to time. Please see Item 6 below for a further description of this performance-based profit allocation. The investment management fee and the performance-based profit allocation are waived/rebated by Abrams Capital and its affiliates for employees and certain of their family members (“Abrams Capital Affiliated Investors”). Abrams Capital does not charge Great Hollow any performance-based allocations or management fees, since the only remaining limited partner(s) of Great Hollow are affiliates of Abrams Capital and the fund is winding down its operations. Notwithstanding the foregoing, Abrams Capital Affiliated Investors pay their pro rata share of all other Fund expenses. The investment management fees are deducted from the assets of the Funds generally on the first day of each calendar quarter and charged against the account of each investor accordingly. An investor that invests in a Fund other than at the beginning of a calendar quarter will be charged a prorated portion of the Management Fee for the initial calendar quarter. Generally, no portion of the prepaid quarterly investment management fee is refunded to an investor for any reason. Notwithstanding the foregoing, if the investment management agreement between Abrams Capital and a Fund is terminated other than on the last day of a quarter, any unearned Management Fee that has been prepaid to Abrams Capital may be returned to the Fund depending on the facts and circumstances that gave rise to such termination. Expenses Generally, and subject to the specific terms included in the organizational documents of each Fund, each Fund pays the expenses incurred in connection with the conduct of its business, including the following (except to the extent such expenses are paid by a portfolio investment or other third party): (i) all costs and expenses incurred in connection with the Fund’s investment operations, including all costs and expenses relating to due diligence, research (e.g., fees for consultants and expert networks, market data feeds, news and quotation services, databases and research surveys), introductions to executives and others who may provide services in respect of one or more actual or contemplated investments, including, without limitation, consulting and advisory services and/or serving as officers or directors or in a similar capacity in respect of a Fund portfolio company, documentation, investment-related travel and accommodation expenses, and all costs and expenses relating to the investigation, consideration, negotiation, and execution of all investment and disposition transactions, whether or not consummated (including legal, consulting, advisory, investment banking, accounting and other professional fees and expenses), and all costs and expenses relating to purchasing (e.g., brokerage fees), holding (e.g., custodial and prime broker fees and costs), developing, operating and overseeing investments and forming subsidiary entities to acquire and hold investments, appraisal and valuation fees, and banking charges; (ii) costs and fees relating to the preparation of financial and tax reports, portfolio valuations, administration, and tax returns of the Fund; (iii) the management fee and any legal, accounting and other professional and consulting fees; (iv) all costs related to

the indemnification obligations of the Fund; (v) the costs of any actual or threatened litigation (including discovery requests), director and officer liability or other insurance (including, without limitation, cybersecurity insurance) and extraordinary expense or liability relating to the affairs of the Fund, including, without limitation, all litigation and arbitration costs (including, without limitation, costs and expenses related to discovery), expenses, judgments and settlements; (vi) all expenses of liquidating the Fund and/or its investments; (vii) any taxes, fees (including filing fees and fees and expenses related to the maintenance of the Fund’s registered office), or other governmental charges levied against the Fund and all costs and expenses incurred in connection with any tax audit, investigation, settlement or review of the Fund (including, without limitation, all legal, consulting and other advisory costs and expenses associated therewith); (viii) interest expenses on borrowings permitted by the terms of the Fund’s organizational documents and all expenses incurred in negotiating, entering into, effecting, refinancing, maintaining, varying and terminating any borrowing or guarantee permitted to be incurred under such partnership agreement; (ix) expenses related to any amendment of the Fund’s organizational documents, the offering, sale or transfer of any interests in the Fund, and the solicitation of any vote or approval required under the Fund’s organizational documents; (x) travel expenses associated with board meetings of the Fund and its subsidiaries; (xi) expenses associated with a Fund’s compliance with applicable laws and regulations; and (xii) any other customary operating expenses. Subject to the organizational documents of a Fund, Funds may share expenses (including those expenses associated with potential investments that are not consummated – i.e., broken deal expenses) with other investment entities or accounts managed by Abrams Capital or its affiliated general partners. Abrams Capital and its supervised persons do not accept any compensation (e.g., brokerage commissions) for the sale of securities or other investment products, including interests in the Funds. Abrams Capital will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or Abrams Capital on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds. Abrams Capital allocates expenses in accordance with its expense allocation policies and procedures. The methodology used for allocation determinations will vary depending on the type of expense and the use of the product or service associated with such expense. Certain expenses are the obligation of one particular Fund and are borne by such Fund. Conversely, certain expenses relate to more than one Fund and in such instances are allocated among such Funds. In exercising its discretion to allocate investment opportunities and fees and expenses, Abrams Capital is faced with a variety of potential conflicts of interest. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. Abrams Capital will make corrective allocations and take mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Fund or an investor in a Fund for a particular service may not reflect the relative benefit derived by such Fund or investor from that service in any particular instance and a Fund (and

investors therein) will bear more or less of a particular expense based on the methodology used. Some Fund expenses for certain services or products are not attributable to a specific investment (or potential investment) at the time the expense is incurred. In such instances, such expenses are charged to the Funds that, in the opinion of Abrams Capital, would likely have benefitted from such services or products, consistent with the organizational documents of the Funds, as applicable. Such allocations require judgments as to methodology that Abrams Capital makes in good faith but in its sole discretion. When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage and other transaction costs. For a further discussion of these and related items, see Item 12 (Brokerage Practices).

Abrams Capital seeks to make opportunistic investments for the Funds. Abrams Capital believes that pursuing this strategy should result in a portfolio with significant potential for appreciation, even in uncertain market conditions, while at the same time reducing risk and mitigating the effects of broad market declines or unexpected events. The Riva Funds were created as “overflow” vehicles for situations in which the opportunity presented is larger than can be accommodated in the Abrams Funds; thus, there will be situations where an investment opportunity is allocated only to the Abrams Funds and not one of the Riva Funds. Conversely, some investment opportunities are allocated exclusively to a Riva Fund when the Abrams Funds are at or approaching their investment limit with respect to side pocketed investments and in other instances. In addition, the Riva Funds generally hold a more concentrated portfolio than the Abrams Funds and have the ability to hold a more concentrated position in any single issuer than the Abrams Funds.

Abrams Capital makes investments for the Funds in a number of different market sectors and industries and in securities and other financial instruments of all kinds. As market forces and investor preferences cause one industry or asset category to generally decline in price, Abrams Capital expects that there will be greater opportunity to make investments in such industries and asset classes at larger discounts to their intrinsic values. Abrams Capital intends to be flexible in shifting portfolio allocations for the Funds among different sectors, industries, and asset classes in order to make investments at attractive prices. To succeed in applying its investment strategy, Abrams Capital believes that it must (i) locate and accurately evaluate numerous candidates for investment, (ii) determine that the investment’s value will increase in absolute terms or identify the event or other change of conditions that will cause any value discount to be reduced, and (iii) properly execute the strategy to acquire and dispose of the asset for the greatest gain. Abrams Capital believes that its investment strategy should be applied in an opportunistic manner, since the asset categories that present the greatest discounts to intrinsic value (and, therefore, the most attractive prices) will shift with investor preferences. Accordingly, portfolio allocation also must shift towards those areas that are often the most out of favor or the least understood. Abrams Capital believes that total return is mostly driven by favorable prices at purchase, and that these are found by continually re-evaluating investment categories in light of prevailing market perception and economic conditions. Abrams Capital evaluates investment opportunities in many of the following asset categories: undervalued equity securities, securities issued by financially distressed companies (including government sponsored entities), sovereigns, or municipalities, securities issued by companies in connection with a reorganization or restructuring, highyield securities, real estate and real estate-related securities, privately placed securities, limited partnership or similar interests in joint ventures and other pooled vehicles, and securities issued by non-U.S. companies. Consistent with the investment guidelines of the Funds, Abrams Capital at times invests in various hedging instruments, derivative instruments (including instruments used for non-hedging purposes) and structured products if Abrams Capital believes that such instruments will assist the Funds in achieving their investment objectives. Abrams Capital is authorized to pursue other strategies, including risk arbitrage, and to make a wide range of investments in pursuit of each Fund’s objective, including investments in illiquid or restricted securities and assets. From time to time, Abrams Capital employs certain active investment management techniques including hedging with derivatives. These techniques can be employed in an attempt to hedge risks associated with the Funds’ portfolio or for profit. Investment and trading techniques that occasionally are employed by Abrams Capital also include short selling and creation of “side pockets” to hold investments that Abrams Capital determines should be held until the occurrence of certain events or for an extended period.

The Funds hold any cash balances they accumulate in custody accounts, bank accounts, short-term debt securities, money market mutual funds, or other securities. The cash balances of a Fund will vary from time to time, as Abrams Capital deems advisable. Abrams Capital may also deem it advisable to hold no cash balances whatsoever from time to time. It is impossible to predict the degree of profitability, if any, that may be achieved from the investment strategy described above. In particular, Abrams Capital’s investment practices could, in some circumstances, increase adverse impacts to which one or more Fund’s investment portfolio is subject. Abrams Capital endeavors to commit each Fund’s resources among various investments and strategies consistent with the philosophy and process articulated above and in response to changing market conditions and opportunities. The foregoing discussion includes and is based upon assumptions and opinions of Abrams Capital concerning world financial markets and other matters, the accuracy of which cannot be assured. The description set forth above is general and is not intended to be exhaustive. The risks of each Fund’s business are substantial and each Fund could realize losses rather than gains from some or all of the investments described herein. Investing in securities and other asset types involves a risk of loss that clients should be prepared to bear. Material Risks The following is an explanation of the material risks that Abrams Capital believes are associated with its investment strategy. Unless stated otherwise, each risk applies to all of the Funds. Further discussion of these and other risks associated with an investment in each Fund are set forth in the applicable Fund’s confidential offering memorandum or other organizational documents. The following risk factors do not purport to be a complete list or explanation of all the risks associated with an investment in one or more of the Funds. Nature of Securities Investments. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Funds’ investment program will be successful or that the Funds will achieve their objective. Abrams Capital generally invests the Funds’ assets in securities and other types of financial instruments and assets, some of which are particularly sensitive to economic, market, industry, regulatory, political, and other variable conditions. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Funds. Limitations on Ability to Exit Investments. Abrams Capital expects to exit from the private investments it makes on behalf of the Funds in a number of different ways, including private sales and public offerings. At any particular time, one or both of these avenues may not be open to the Funds, or timing with respect to these exit mechanisms may be inopportune. In particular, the receptiveness of the public market to the Funds’ private investments may vary dramatically from period to period, and an otherwise successful private investment may yield poor investment returns if the Funds are unable to dispose of securities of such portfolio company due to poor conditions in the market for publicly traded

securities. As such, the ability to exit from and liquidate portfolio holdings may be constrained at any particular time. Undervalued Assets. Abrams Capital’s investment strategy focuses on investing in assets that it believes are undervalued. Opportunities in undervalued assets arise from market inefficiencies or due to a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of an asset. The identification and exploitation of investment opportunities in undervalued assets is a difficult task and involve a high degree of uncertainty. A reduction in overall market volatility and liquidity, as well as other market factors, may reduce the pool of profitable investment opportunities for the Funds. There is no assurance that Abrams Capital will be able to identify suitable investment opportunities in which to deploy the Funds’ capital, or that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Equity Securities Generally. The Funds invest in equity and equity-related securities in the U.S. and other countries. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Funds may suffer losses if they invest in equity instruments of issuers whose performance diverges from Abrams Capital’s expectations or if equity markets generally move in a single direction and the Funds have not hedged against such a general move. In addition, securities which Abrams Capital believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame Abrams Capital anticipates. The Funds also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. Risk Arbitrage Transactions. The Funds may purchase securities at prices below their anticipated value following the occurrence of a predicted event, including proposed mergers, tender offers or similar transactions. If the proposed transaction is not consummated or is delayed, the market price of the security may decline and result in losses to the Fund. In certain transactions, a Fund may not be hedged against market fluctuations unrelated to the anticipated transaction but which may affect the value of the consideration to be received. This may result in losses, even if the proposed transaction is consummated. Investments in Distressed Assets and Bankrupt or Restructured Companies. From time to time, the Funds invest in “below investment grade” securities and obligations of domestic and non-U.S. issuers that are in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence or other problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities and obligations are likely to be particularly risky investments. Some of these securities and obligations may not be publicly traded; therefore, it may be difficult to obtain information as

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Abrams Capital provides investment management services exclusively to privately-offered, alternative investment funds and their affiliated entities. Investment advice is provided directly to each Fund (subject to the direction and control of the applicable general partner of such Fund) and not individually to the investors in such Fund. The minimum amount, if any, required for an initial investment in a Fund is set forth in the applicable Fund’s organizational documents, which amount may be waived by the general partner of the Fund.

Abrams Funds The general partners of the Abrams Funds are entitled to receive from such Funds an annual performance-based profit allocation (a “Performance Allocation”) generally at the end of each calendar year. With respect to an Abrams Fund, the Performance Allocation is an amount equal to 20% of the net increase of each investor's account (that is, a share of capital gains on, income derived from, or appreciation of the investment (whether realized or unrealized)) in the applicable Abrams Fund (excluding unrealized gains on “side pocketed” investments), measured at the beginning of such calendar year and subject to a high-water mark. With respect to former investors that retain an interest in an investment, the Performance Allocation is an amount equal to 20% of the net profits, but subject to adjustment for sums owed by or due to the applicable general partner in respect of other side pocketed investments. The Performance Allocation made to a general partner is borne by the investors in the applicable Fund who are not Abrams Capital Affiliated Investors. In general, a "high-water mark" means that the applicable general partner will receive Performance Allocations on an investor's aggregate investment in an Abrams Fund only when the value of the investment, at the time of determination, is higher than the investment's highest value as of the date of the most immediately preceding determination of whether a Performance Allocation is payable. Should the investment decrease in value (that is, due to capital losses or depreciation of the investment (whether realized or unrealized), but not due to a capital withdrawal), the investment must increase in value back above the previous highest value before the applicable general partner will receive Performance Allocations again. Notwithstanding the foregoing, the high-water mark associated with the Performance Allocation has a 3 year “roll off” feature. That is, if an investor in an Abrams Fund has unrecovered net losses (or net losses that have not otherwise been applied to offset gains for purposes of calculating the Performance Allocation) during any of the three years (or

portions thereof) concluded on the date such Performance Allocation is determined, the general partner shall not be allocated a Performance Allocation until the investor has first recovered such net losses, but any unrecovered net losses that were incurred greater than three years prior to the date of determination of the Performance Allocation shall be disregarded and not used to offset gains. The following example may be useful: At the beginning of Year 1, investor makes an investment of $100 into the fund. At the end of Year 1, investor has a net loss in its capital account of $10, which results in an ending balance of $90. At the moment, investor’s high-water mark is $100 and the general partner does not receive a performance allocation because the balance in investor’s capital account ($90) is below the high-water mark ($100). During Year 2, investor’s capital account experiences net capital appreciation of $2, which results in an ending capital account balance of $92 (still below the $100 high-water mark) and, as such, the general partner is not entitled to a performance allocation on the investor’s $2 of net capital appreciation for Year 2. During Year 3, investor’s capital account experiences additional net capital appreciation of $3, which results in an ending capital account balance of $95 (again, below the $100 high-water mark); hence, no performance allocation is made to the general partner for Year 3. Finally, during Year 4, investor’s capital account balance rises to $99, which remains below the $100 high-water mark. In this instance, however, the general partner will receive a performance allocation equal to 20% of $4 because the $10 net loss from Year 1 was used to offset the $5 in net gains from Years 2 and 3 and the remaining $5 net loss from Year 1 is excluded from the investor’s high-water mark calculation as of the end of Year 4 due to the roll-off provision contained in the applicable limited partnership agreement. If an investor withdraws capital from an Abrams Fund, the amount of such investor’s highwater mark, if any, will be reduced in proportion to the amount of capital withdrawn. Riva Funds From time to time, the Riva Funds receive cash from portfolio investments and, in turn, the general partners of the Riva Funds (which are affiliates of Abrams Capital) make distributions of such cash to the limited partners of the Riva Funds. Upon the occurrence of any such distribution, the applicable general partner is entitled to receive a “carried interest” distribution in an amount equal to 20% of any profits attributable to the investment(s) that generated the cash being distributed (subject to reduction in certain instances for, among other things, write-offs and write-downs of other investments held by the applicable Riva Fund) or, in the case of current income (e.g., interest payments received by the Riva Fund on a bond owned by such Fund), 20% of such current income amount. Carried interest distributions made to the general partner of a Riva Fund are borne by the investors in the applicable Riva Fund who are not Abrams Capital Affiliated Investors. Notwithstanding the foregoing, immediately prior to liquidation of the applicable Riva Fund, the general partner will be required to return to the Fund all or a portion of any carried interest previously received (net of applicable taxes payable with respect thereto) if and to the extent that it has

received cumulative distributions with respect to its carried interest in excess of 20% of the cumulative earnings of the Fund or class thereof, as applicable, measured and calculated over the Fund’s entire term (although in no event will the general partner be required to return more than the cumulative distributions received by the general partner with respect to its carried interest, reduced by the amount of taxes payable with respect thereto by the members of the general partner). Abrams Capital and its affiliates manage the Funds, each of which is charged a performancebased profit allocation as described above. A performance-based profit allocation has the potential to create an incentive for Abrams Capital to make investments that are riskier or more speculative than would be the case in the absence of a performance-based profit allocation. Abrams Capital and its affiliates charge the same (20%) performance-based allocations to every Fund other than Great Hollow as mentioned above. As a result, Abrams Capital and its affiliates do not face the conflict of interest that arises when an investment adviser or its affiliates accept performance-based allocations/fees from some, but not all, clients or charges different performance-based allocations/fees to different clients. Please see the applicable Funds’ organizational documents for additional detail regarding the performance-based compensation described above.

We are affiliated with a group of entities (identified below) that serve as the general partner to one or more of the Funds. • • • • • •

Abrams Capital, LLC serves as the general partner to Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P. and Whitecrest Partners, LP; Great Hollow Partners, LLC serves as the general partner to Great Hollow International, L.P.; Riva Capital Management III, LLC serves as the general partner to Riva Capital Partners III, L.P.; Riva Capital Management IV, LLC serves as the general partner to Riva Capital Partners IV, L.P.; Riva Capital Management V, LLC serves as the general partner to Riva Capital Partners V, L.P.; and Riva Capital Management VI, LLC serves as the general partner to Riva Capital Partners VI, L.P.

Abrams Capital and its management persons are not registered, and do not have any application pending to register, as a broker-dealer or a registered representative of a brokerdealer. Abrams Capital and its management persons are not registered, and do not have any application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Abrams Capital, from time to time, invests in partnerships and joint ventures with other investment advisers, which results in payment of additional management fees and carried interest/performance allocations to such advisers by the investing Funds. Potential Conflicts of Interest The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts are disclosed throughout this Brochure (and in certain Fund organizational documents), and the Brochure should be read in its entirety for other conflicts. In addition, other conflicts of interest may also be disclosed in the organizational documents of a particular Fund.

Resolution of Conflicts In the case of all conflicts of interest, Abrams Capital’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Abrams Capital’s best judgment, but in its sole discretion. In resolving conflicts, Abrams Capital considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1) (2) (3) (4)

A Fund will not make an investment unless Abrams Capital believes that such investment is an appropriate investment considered from the viewpoint of such Fund; Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the organizational documents for the Funds; Abrams Capital has adopted and implemented certain policies and procedures designed to mitigate certain conflicts of interest; and Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

While Abrams Capital endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. In addition, certain provisions of a Fund’s organizational documents are designed to protect the interests of investors in situations where conflicts actually exist or may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund or one or more investors in such Fund. Allocation of Investment Opportunities Abrams Capital is the investment manager to the Abrams Funds and the Riva Funds. Certain Funds, including Whitecrest Partners, LP, are subject to different investment limitations under the terms of their organizational documents. Accordingly, the same investments typically are made for all of the Abrams Funds; however, such investments are not required to be the same, particularly when tax, regulatory, portfolio concentrations, investment restrictions, anticipated capital changes or other matters make such investments inadvisable. Abrams Capital makes allocation determinations consistent with the Funds’ organizational documents and in accordance with its written policies and procedures. The Riva Funds focus on private equity-type investments as well as investments in publicly traded and private securities. Although the Abrams Funds generally pursue a broader investment strategy than that of the Riva Funds, the Abrams Funds are expected to invest in a substantial portion of the portfolio investments of the Riva Funds and the Abrams Funds generally have priority with respect to allocations thereof, subject to certain limitations. For

instance, an investment opportunity may be allocated exclusively to a Riva Fund if the Abrams Funds are at or approaching their investment limit with respect to side pocketed investments or if Abrams Capital believes the Abrams Funds are sufficiently concentrated in a particular sector or in side pockets in general. Notwithstanding the foregoing, each Riva Fund is outside of its investment period and is not making new portfolio investments other than as permitted in each Riva Fund’s offering documents (e.g., follow-on investment). Abrams Capital International, Ltd. has no investors, no remaining investments, and is in the process of winding up its affairs. Subject to the foregoing, allocation of investment and disposition opportunities among the Funds will be made in Abrams Capital’s judgment based upon such factors as the investment objectives, investment portfolio, investment restrictions, the amount of capital available for investment by a Fund, the life-cycle stage of a particular Fund, and risk tolerance of the Funds. Allocation determinations are inherently subjective and give rise to conflicts of interest due to inherent biases in the process. The application of the factors and judgment set forth above will occasionally result in allocation on a non-pro-rata basis and there can be no assurance that a Fund will participate in all investment and disposition opportunities, including opportunities that fall within its investment objectives. Abrams Capital may have a conflict of interest in rendering advice to a Fund because the financial benefit from managing another Fund may be greater (e.g., in the event that such account generates higher fees or allocations or has a larger portion of its capital attributable to Abrams Capital or its affiliates), which may provide an incentive to favor such other Fund. Abrams Capital will have considerable discretion with respect to decisions relating to the Funds’ affairs. In particular, Abrams Capital will have substantial discretion in identifying, structuring and negotiating acquisitions and dispositions of investments for the Funds. From time to time, an investor may fully redeem its interest in an Abrams Fund but remain a limited partner solely with respect to certain side pocket investments until such investments are realized and the related proceeds distributed. In such circumstances, Abrams Capital or one of its affiliated entities may, in its discretion, offer to purchase such investor’s remaining interest in the applicable Fund (a “DI Buyout”). Any DI Buyout will be effected pursuant to an agreement between the selling investor and Abrams Capital and/or one of its affiliates (a “Buyout Agreement”). DI Buyouts are conducted at Abrams Capital’s discretion and are not required to be offered to all investors in similar circumstances. In determining whether to make a DI Buyout offer, Abrams Capital may consider a variety of factors, including, without limitation, the investor’s redemption date, administrative considerations, relationship history, regulatory or tax considerations, and other factors deemed relevant by Abrams Capital. Abrams Capital has no obligation to offer DI Buyouts on an equal basis among investors. DI Buyouts are typically effected at a price equal to the applicable net asset value of the interests being purchased, as determined in accordance with Abrams Capital’s valuation policies. However, in certain circumstances, such purchases may be made at a discount to net asset value, which may reflect factors such as uncertainty of realization, time to exit, risk profile of the underlying investments, administrative

efficiencies, or other considerations determined by Abrams Capital in good faith. Abrams Capital does not conduct a market check, solicit third-party bids, or obtain third-party valuations or fairness opinions in connection with DI Buyouts. Because DI Buyouts involve purchases by Abrams Capital or its affiliates of interests in a Fund they manage, such transactions present potential conflicts of interest, including with respect to pricing determinations, valuation judgments, information asymmetries, and the timing of purchases relative to expected realizations. Abrams Capital will conduct any DI Buyouts in accordance with applicable law and Buyout Agreement. Conflicts Related to Abrams Capital and the General Partners Abrams Capital, the general partners, their affiliates, and their respective officers, directors, members, managers, partners, and employees are engaged in other activities, and are not required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort to any Fund. Each will devote such time and effort to the Funds and their affairs as each deems necessary and appropriate. As discussed in Item 11 below, subject to compliance with applicable law and the provisions of Abrams Capital’s code of ethics, including pre-clearance requirements for purchases and sales of certain securities, Abrams Capital, the general partner entities, their affiliates, and some of their respective officers, directors, members, partners, managers, and employees trade in securities for their own accounts, including securities owned by one or more Funds and securities being researched on behalf of the Funds. In addition, Funds from time to time invest in securities of companies in which Abrams Capital personnel have previously invested for their own accounts. In certain instances, the Funds incur costs and expenses in connection with a particular position owned by, or being researched on behalf of, the Funds that is also owned by a supervised person of Abrams Capital in his/her personal account (e.g., the cost of a research report, litigation-related expenses, etc.). In such instances, the supervised person receives a benefit that he/she otherwise would not have received but for the payment of such cost and expense by the Funds. In addition, Abrams Capital personnel, subject to the restrictions in Abrams Capital’s code of ethics, may also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, venture capital funds, hedge funds, real estate funds and other similar investment vehicles) which may include potential competitors of the Funds and/or which may invest in similar industries and sectors as the Funds. Such Abrams Capital personnel could have a conflict of interest with respect to their personal investment holdings. For example, there could be situations in which such investment vehicles invest in the same portfolio companies as the Funds. Abrams Capital personnel may be incentivized to cause a Fund to act in a manner that benefits such other investment vehicles and indirectly, themselves as investors in such investment vehicles. David Abrams and certain employees of Abrams Capital are currently directors of a number of companies and he/they could serve as a member of other boards of directors in the future, including boards of publicly traded companies in which the Funds have invested. In their

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and Personal Trading Abrams Capital has adopted a code of ethics pursuant to Rule 204A-1 under the Investment Advisers Act that is applicable to its “supervised persons” (as defined in the code of ethics). Pursuant to the code, each supervised person of Abrams Capital is required to comply with all applicable laws and regulations and acknowledge in writing his or her receipt and understanding of the code upon joining Abrams Capital and annually (or as amended) thereafter. In addition, the code of ethics establishes guidelines for professional conduct. The code helps Abrams Capital detect, mitigate, and/or prevent potential conflicts of interest. Abrams Capital reserves the right to refine and modify the code of ethics and its other policies and procedures over time. Abrams Capital’s code of ethics also contains guidelines relating to personal trading by supervised persons. Each supervised person must receive prior approval before purchasing or selling securities for his or her own account (other than certain exempted securities, which include direct obligations of the United States of America, commercial paper, shares issued by money market funds, certain ETFs, and shares issued by open-end mutual funds). The code of ethics also requires supervised persons to provide Abrams Capital with quarterly transaction and annual holdings reports. The code of ethics includes specific provisions prohibiting insider trading and also addresses (i) the ability of a supervised person to engage in certain outside activities, (ii) the giving and acceptance of gifts and/or entertainment from certain third parties, and (iii) confidentiality of client and investor information. All violations of the code of ethics must be promptly reported to Abrams Capital’s Chief Compliance Officer, who is primarily responsible for administering and enforcing the code of ethics. Abrams Capital personnel who violate the code may be subject to remedial actions, including, but not limited to, a verbal or written warning, suspension of personal trading privileges, profit disgorgement, censure, suspension or termination of the employment of the violator and/or referral to civil or criminal authorities. Supervised persons are required to promptly report any violation of the code of ethics of which they become aware. Clients and prospective clients may obtain a full copy of Abrams Capital’s code of ethics by contacting Abrams Capital at the following address: Abrams Capital Management, L.P. 222 Berkeley Street, 21st Floor Boston, Massachusetts 02116 Attention: Chief Compliance Officer Telephone: 617-646-6100 From time to time, supervised persons of Abrams Capital invest in securities held by one or more Funds and, in certain instances, the value of such supervised person’s holdings in such

securities could be considered material. This practice presents certain potential conflicts of interest between the supervised person and the Funds. For example, the supervised person’s research about a particular issuer could cause him or her to believe that the company is no longer a sound investment for either the Funds or himself or herself. This poses a potential conflict of interest because if the supervised person takes action on behalf of the Funds, such action could cause his or her investment in the issuer to become less valuable, whereas a delay in taking action on behalf of the Funds could have a negative impact on the Funds. In order to address these potential conflicts of interest, Abrams Capital’s code of ethics includes a pre-approval process for transactions in a supervised person’s personal account, which is described in more detail below. Additional potential conflicts of interest presented by personal trading generally are described in this Item 11 below. Each supervised person must submit a request for approval before he or she enters into a transaction for his or her personal account (subject to limited exceptions described in further detail in the code of ethics). In the request, the supervised person must disclose if he or she is aware that the applicable security is actively being considered for purchase or sale for any Fund within 5 calendar days after the date the proposed transaction in the security is expected to occur. The supervised person generally must submit an approval request to an Abrams Capital trader, who determines if there is a trade pending for any Fund in any security of the issuer of the security for which pre-approval is being sought. If the trader determines that there is no trade pending, the trader approves the request and the request is then automatically submitted to the Chief Compliance Officer for review. If there is a pending trade, the trader will reject the request, subject to limited exceptions. Upon receipt of the pre-approval request, the Chief Compliance Officer or his designee will either approve or deny the supervised person’s proposed transaction. Such approval or denial is based on the standards set forth in Abrams Capital’s code of ethics.

Abrams Capital is responsible for selecting broker-dealers to execute trades and negotiating any commissions paid on such trades on behalf of the Funds. In selecting a broker for each specific Fund portfolio transaction, Abrams Capital will use its reasonable judgment to choose the broker-dealer most capable of providing “best execution” on an overall basis. As a matter of policy, however, broker-dealers will not be selected by Abrams Capital solely on the basis of price, but will be selected based on an evaluation by Abrams Capital of the overall value and quality of the brokerage services provided by such firms to the Funds. For example, Abrams Capital also takes into account the financial strength, integrity and stability of the broker-dealers who execute trades on behalf of the Funds, as well as the quality, comprehensiveness and frequency of available research and other products and services considered to be of value, as discussed in more detail below. Part of Abrams Capital’s duty to the Funds is to negotiate favorable commission rates on transactions that it places with broker-dealers. Abrams Capital seeks to obtain favorable commission rates on transactions it places for the Funds, subject in all cases to the overriding

obligation to seek best execution. As noted above, best execution does not necessarily mean paying the lowest available commission rate. In fact, Abrams Capital sometimes causes the Funds to pay a higher brokerage commission than would otherwise be paid, in recognition of execution and research services provided to Abrams Capital by the broker-dealer, subject to the factors and limitations described herein. From time to time, Abrams Capital receives products or services other than execution from a broker-dealer or other third party in connection with Fund transactions. Such products and services include, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial, political, and economic studies and forecasts; and facilitating analyst visits, invitations to industry and other conferences, and discussions with research personnel. Research products and services received by Abrams Capital could be the proprietary research of a particular broker-dealer or research created or developed by a third party. Abrams Capital is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it directly, or indirectly through commission sharing arrangements, with such research and other products and services or to pay higher commissions to such firms, if Abrams Capital determines such prices or commissions are reasonable in relation to the overall services provided. Accordingly, the Funds pay for research and other products and services with "soft" or commission dollars. To the extent that Abrams Capital uses commissions or "soft dollars" to pay for products or services, it is anticipated that such uses will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934. Abrams Capital uses research obtained with soft dollars generated by a Fund to service accounts other than such Fund. In the rare instance where a product or service obtained with soft dollars provides both research and non-research assistance to Abrams Capital, Abrams Capital will make a reasonable allocation of the cost that will be paid with soft dollars. Non-permitted uses based on this allocation will be paid by Abrams Capital without the use of soft dollars. See Item 10 (Other Financial Industry Activities and Affiliations – Brokerage Conflicts) for a discussion of the conflicts of interest associated with soft dollars. Abrams Capital aggregates trades for the Funds, unless it believes that doing so would conflict or otherwise be inconsistent with its duty to seek best execution for the Funds and/or the terms of the respective investment management and other agreements and understandings relating to the Funds for which trades are being aggregated. When Abrams Capital believes that it can effectively obtain best execution for the Funds by aggregating trades, it will do so for all Funds for which the trades are both suitable and consistent with the respective investment management agreements, investment guidelines, and other agreements and understandings relating to such Funds, unless prohibited or restricted by law, contract, or otherwise. Abram Capital allocates trades among the Funds in its sole discretion. Abrams Capital’s overall objective when allocating trades among the Funds is to treat each Fund in a fair and equitable manner, depending on the particular facts and circumstances and the needs, lifecycle stage and financial objectives of all of the Funds, such that allocations are not based

upon account performance or applicable fee structures, and tradable position sizes are retained in each Fund. Generally, purchases are allocated pro rata among the Abrams Funds (excluding Great Hollow); however, from time to time trades will be allocated in some other manner for a number of reasons, including capital availability of one or more Funds, concentration limits, investment restrictions, and legal, regulatory, tax, accounting and other practical reasons. As discussed above, the Riva Funds were created as “overflow” vehicles for situations in which the opportunity presented is larger than can be accommodated in the Abrams Funds; thus, there are situations where an investment opportunity is allocated only to the Abrams Funds and not the Riva Funds. Conversely, an investment opportunity may be allocated exclusively to a Riva Fund during its investment period if the Abrams Funds are at or approaching their investment limit with respect to side pocketed investments. Long sales generally are allocated among the Funds holding the applicable position based on the relative size of each participating Fund’s position to the aggregate position size of all of the Funds; however, there are instances where long sales are not allocated in this manner. On occasion, errors could occur with respect to trades executed on behalf of the Funds. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, when the correct security is purchased or sold but for the wrong account, and when the wrong quantity is purchased or sold (e.g., 5,000 shares instead of 50,000 shares are traded). Abrams Capital will endeavor to detect potential trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Abrams Capital will strive to recover any losses associated with such error from such third party. If the trade error was caused by Abrams Capital, we will determine whether it violated the standard of care set forth in its investment management agreement with the applicable Fund(s) (as generally described in such Fund’s organizational documents), and, unless it finds that to be the case, any losses likely will be borne by the Funds (subject in certain instances to insurance claims by the Funds that may offset any such losses); provided, that for the avoidance of doubt, nothing herein shall constitute a waiver or limitation of Abrams fiduciary duties under the Investment Advisers Act to the extent such rights or duties cannot be waived or subjected to limitations. Any gains resulting from trade errors will be credited to the applicable Funds.

Abrams Capital does not receive any economic benefit from anyone other than its clients as a result of the provision of investment advice or other advisory services to the Funds, other than through the receipt of research obtained with soft dollars, as discussed in Item 12 (Brokerage Practices). Furthermore, neither Abrams Capital nor any related person of Abrams Capital directly or indirectly compensates any person, including supervised persons of Abrams Capital, for client or investor referrals.

Abrams Capital is not aware of any legal or disciplinary events that are material to a client's or prospective client's evaluation of Abrams Capital’s advisory business or the integrity of Abrams Capital’s management.

The portfolios of the Funds are managed by David Abrams, who is the managing member of the general partner of Abrams Capital. Each Fund’s portfolio is periodically reviewed by David Abrams and a number of Abrams Capital employees, including: (i) traders and research analysts who monitor and review positions and risk on a daily basis, (ii) operations and finance and accounting staff who are responsible for confirmations, settlements, and position reconciliation on a daily basis; reconciling internal books and records to those of the Funds’ administrator; performing daily cash, liquidity, and collateral management; allocating profits and losses among investors in the Funds; calculating the net asset value of each Fund; and calculating and accruing management fees and performance-based compensation due Abrams Capital and its affiliates, among other things, and (iii) legal and

compliance staff who support investment management personnel and monitor regulatory risks, among other things. Abrams Capital intends to distribute to investors in the Funds (i) audited financial statements within 120 days of the end of the fiscal year of the applicable Fund (subject to Item 15 below); and (ii) quarterly, unaudited account statements. In addition, investors receive letters from Abrams Capital (quarterly for investors in the Abrams Funds; annually at a minimum for investors in the Riva Funds) that discuss the investment performance of the Funds for the applicable period, current investment positioning of the Funds, and certain administrative matters related to Abrams Capital. Finally, investors in the Abrams Funds receive on a monthly basis estimated statements of the performance of such Funds for the previous month, which includes asset allocation details for the Funds.

The Funds contract with several “qualified custodians” (as defined in SEC Rule 206(4)-2) to hold assets of the Funds that must be held with a qualified custodian pursuant to such Rule. The Funds do not use a qualified custodian to send quarterly account statements directly to the investors in the Funds. Instead, each Fund expects to distribute to its investors annual financial statements that are audited by an independent public accounting firm that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, within 120 days of the Fund’s fiscal year-end. Notwithstanding the foregoing, in certain instances, a Fund may distribute its annual financial statements to investors within 180 days of such Fund’s fiscal year-end if the Fund invests 10% or more of its total assets in unaffiliated pooled investment vehicles. Abrams Capital urges investors to carefully review the audited financial statements of the Funds in which they are invested.

Abrams Capital has discretionary authority to manage the assets of each Fund in a manner that is consistent with the objectives and strategies set forth in the applicable Fund’s organizational documents. This authority is granted by each Fund to Abrams Capital pursuant to the investment management agreement between the applicable Fund and Abrams Capital. Investment advice is provided directly to the Funds, subject to the direction

and control of the applicable general partner and not individually to investors in the Funds. Except as set forth above, there are no limitations placed on this authority. David Abrams makes the investment decisions on behalf of Abrams Capital; however, in certain instances, Abrams Capital traders may have (i) limited flexibility to determine which particular security to trade (e.g., when an issuer has a number of bonds outstanding with similar characteristics), (ii) a range of acceptable prices to trade a security, and (iii) authorization with respect to other ministerial actions in connection with trade execution. Abrams Capital has the authority to engage sub-advisers and consultants to assist Abrams Capital in providing investment management services to the Funds, including, without limitation, in respect of specific asset classes.

Abrams Capital has adopted proxy voting policies and procedures pursuant to Rule 206(4)6 under the Investment Advisers Act. Proxies are assets of the Funds that must be voted by Abrams Capital in accordance with its fiduciary duty to the Funds. Abrams Capital generally seeks to vote proxies in a way that maximizes the value of the Funds’ assets. The right to vote proxies on behalf of the Funds has been delegated to Abrams Capital pursuant to its investment management agreement with each Fund. Neither the Funds nor the investors in the Funds may direct Abrams Capital’s vote in connection with any particular proxy solicitation. Abrams Capital considers whether it is subject to any material conflict of interest in connection with each proxy vote. Employees are required to notify the Chief Compliance Officer or General Counsel of Abrams Capital if they are aware of any material conflict of interest associated with a proxy vote. If Abrams Capital detects a material conflict of interest in connection with a proxy solicitation, a meeting of Abrams Capital’s Proxy Voting Committee is convened to determine how to resolve the conflict. Abrams Capital is authorized by each Fund to direct its participation in class actions, and Abrams Capital has adopted Class Action policies and procedures in connection therewith. Pursuant to such policies and procedures, Abrams Capital determines whether the Funds will (a) participate in a recovery achieved through a class action, (b) opt out of the class action and separately pursue their own remedy, or (c) not participate in a class action altogether. Potential reasons for not participating in a class action include, but are not limited to: (i) Abrams Capital does not believe the Funds would be eligible to participate in the class action because the Funds did not own the applicable securities during the class action period; or (ii) the Funds held the applicable securities during the class action period, but the cost of evidencing such ownership would be reasonably likely to outweigh the expected recovery or the expected recovery would be relatively de minimis. Furthermore, employees are required to notify David Abrams if they are aware of any material conflict of interest associated with a Fund’s participation in class actions. The Proxy Voting Committee will evaluate any such conflicts and determine an appropriate course of action for Abrams Capital. Investors that have completely withdrawn from a Fund (and those who only have

exposure to the Fund’s side pockets) do not receive any of the proceeds paid to the Fund from class action recoveries even if such investors were invested in the applicable Fund at the time the event that resulted in the lawsuit occurred, at the time the class action was filed, or at any time thereafter. Clients may obtain a full copy of our proxy voting and class action policies and procedures and/or a record of proxy votes by contacting Investor Relations at the following address: Abrams Capital Management, L.P. 222 Berkeley Street, 21st Floor Boston, Massachusetts 02116 Attention: Head of Investor Relations Telephone: 617-646-6100

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about the adviser’s financial condition. Abrams Capital is not required to include a balance sheet for its most recent fiscal year. Abrams Capital has no financial commitment that is reasonably likely to impair its ability to meet contractual commitments to its clients, and has not been the subject of a bankruptcy proceeding at any time during the past ten years.