Abrams Capital Management LP

Item 5 – Fees and Compensation

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             An amount equal to the sum of 0.25% (1.0% on an annual basis)
(other than Great            of the value of each investor’s account balance payable at the
Hollow)                      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.
Riva III                     An amount equal to 0.1875% (0.75% on an annual basis) of the
                             net asset value of Riva III.
Riva IV, V, and VI           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.

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
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Item 7 – Types of Clients

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.