ABRAMS CAPITAL MANAGEMENT, L.P.
Dated June 1, 2020
This Privacy Notice describes Abrams Capital Management, L.P.’s (“Abrams Capital”) policies with respect to nonpublic personal information of the investors in the funds that it manages (each, a “Fund”; collectively, the “Funds”), prospective investors in the Funds, and former investors in the Funds (collectively, “Investors”). These policies apply to all Investors to the extent applicable and are subject to change.
Abrams Capital collects and maintains nonpublic personal information about Investors, including, without limitation, the following types of information:
- Information we receive in subscription agreements, investor questionnaires and other forms that Investors complete and submit to us, such as names, addresses, phone numbers, social security numbers, and employment, asset, income and other household information;
- Information we receive and maintain relating to an Investor’s account, such as profit and loss allocations and capital withdrawals/redemptions, distributions, and subscriptions;
- Information about an Investor’s investment in and other transactions with one or more of the Funds, including information we receive and maintain relating to new issue offerings and other securities transactions with and through the Funds;
- Information we receive about an Investor from its purchaser representative, financial advisor, investment consultant or other financial institution, attorney, accountant or other authorized representative of an Investor with whom we have a relationship and/or whom the Investor may have authorized to provide such information to the Fund; and
- Information we receive on our website including through our use of “cookies”, which may automatically collect certain information and data. “Cookies” are small pieces of data sent to your computer browser from our web server and stored on your computer’s hard drive. The data identifies you as a unique user and facilitates your ongoing access to and use of our website, provides us with certain analytics information about how our website is used, and helps us diagnose problems with our server and the website.
Abrams Capital does not disclose any nonpublic personal information about Investors except as may be required or permitted by law, rule or regulation. Abrams Capital may disclose information about an Investor to its affiliates providing services on behalf of a Fund (including the applicable Fund’s general partner and Abrams Capital Management, LLC (the general partner of Abrams Capital), its employees, and agents with a need to know such information to enable Abrams Capital and the applicable Fund to provide statements, information and services to Investors, and to other third parties, including without limitation, to the following types of third parties:
- Financial service providers, such as the Fund’s prime brokers, banks, administrators and custodians, who assist the Fund as part of the ordinary course of servicing your investment in a Fund;
- Professional representatives of Abrams Capital, such as our counsel, accountants and auditors, as well as compliance and other consultants;
- Persons acting in a fiduciary or representative capacity on behalf of an individual Investor, such as an IRA custodian or trustee of a grantor trust;
- Government agencies and self-regulatory agencies in order to make certain regulatory filings or respond to or comply with a subpoena or court order, judicial process or a request of any such government agency or self-regulatory agency; and
- Certain other persons to the extent authorized by you.
On all occasions when it is necessary for us to share your personal information with other parties, we will require that such information only be used for the limited purpose for which it is shared and will advise these companies not to further share your information with others except to fulfill that limited purpose. We have not sold any personal information in the 12 months preceding the effective date of this policy.
Abrams Capital takes its responsibility to protect the privacy and confidentiality of Investor information very seriously. Abrams Capital maintains appropriate physical, electronic and procedural safeguards to guard Investors’ nonpublic personal information. Third parties with which Abrams Capital shares Investor information must agree to follow appropriate standards of security and confidentiality.
We provide prospective Investors with a Privacy Notice as part of their subscription materials and existing Investors with a copy of the Privacy Notice when a material change is made to the Privacy Notice. If we change our privacy policies to permit Abrams Capital or its affiliates to share additional information that we have about you or to permit disclosures to additional types of parties, you will be notified in advance, and, if required by law, you will be given the opportunity to consent to such disclosure, as appropriate, or opt out of such additional disclosure and to direct us not to share your information with such parties. The examples contained in this Privacy Notice are illustrations and are not intended to be exclusive.
CAYMAN ISLANDS DATA PROTECTION LAW
DPL PRIVACY NOTICE
ABRAMS CAPITAL INTERNATIONAL, LTD.
Read and keep a copy for your records.
The purpose of this notice is to provide you with information on our use of your personal data in accordance with the Cayman Islands Data Protection Law, 2017 (the "DPL").
In this document, "we", "us" and "our" refers to the Fund, Abrams Capital Management, L.P., as the Fund's investment manager, and its or their affiliates and/or delegates.
By virtue of making an investment in the Fund and your associated interactions with us (including any subscription (whether past, present of future), including the recording of electronic communications) or by virtue of you otherwise providing us with personal information on individuals connected with you as an investor (for example directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents), you will provide us with certain personal information which constitutes personal data within the meaning of the DPL ("Investor Data"). We may also obtain Investor Data from other public sources. Investor Data includes, without limitation, the following information relating to you and/or any individuals connected with you as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to your investment activity.
In our use of Investor Data, the Fund will be characterized as a "data controller" for the purposes of the DPL. The Fund's affiliates and delegates may act as "data processors" for the purposes of the DPL.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with Investor Data on individuals connected to you for any reason in relation to your investment with us, this will be relevant for those individuals and you should transmit this document to such individuals or otherwise advise them of its content.
How We May Use Your Personal Data
The Fund, as the data controller, may collect, store and use Investor Data for lawful purposes, including, in particular:
(i) where this is necessary for the performance of our rights and obligations under the subscription agreement and/or the constitutional and operational documents of the Fund;
(ii) where this is necessary for compliance with a legal and regulatory obligation to which the Fund is subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
(iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Additionally, SS&C Technologies, Inc. (the "Administrator") may use Investor Data, for example to provide its services to the Fund or to discharge the legal or regulatory requirements that apply directly to it or in respect
of which the Fund relies upon the Administrator, but such use of Investor Data by the Administrator will always be compatible with at least one of the aforementioned purposes for which we process Investor Data.
Should we wish to use Investor Data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we and/or our authorized affiliates or delegates may be legally obliged to share Investor Data and other information with respect to your interest in the Fund with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing Investor Data to the following parties who provide services to the Fund and their respective affiliates (which may include certain entities located outside the Cayman Islands or the European Economic Area), who will process your personal data on our behalf:
(i) SS&C Technologies, Inc.;
(ii) DMS Corporate Services Ltd.;
(iii) Morgan, Lewis & Bockius LLP;
(iv) Ropes & Gray LLP;
(v) Maples and Calder;
(vi) Ernst & Young Ltd.;
(vii) First Republic Bank; and
(viii) Abrams Capital Management, L.P.
The Data Protection Measures We Take
Any transfer of Investor Data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of Investor Data, and against accidental loss or destruction of, or damage to, Investor Data.
We shall notify you of any Investor Data breach that is reasonably likely to result in a risk to the interests, fundamental rights or freedoms of either you or those data subjects to whom the relevant Investor Data relates.
CALIFORNIA CONSUMER PRIVACY ACT
ABRAMS CAPITAL MANAGEMENT, L.P.
Read and keep a copy for your records.
Effective date: June 19. 2020
Abrams Capital Management, L.P. (“Abrams Capital”), along with our private investment funds and affiliates (the “Firm”, “we”, “us” or “our”) considers privacy to be fundamental to its relationship with you. This Privacy Notice describes how we may collect, use, share and otherwise process personal information we collect through our website at www.abramscapital.com (the “Site”), as well as information that we may collect via the other means described below.
If you are an investor in a fund or the holder of an account managed directly or indirectly by us (or, in either case, their representative), please refer to the Investor Privacy Notice (as available in our investor portal or otherwise provided to you) for further information about how we collect and processes personal information about our current, prospective and former individual investors. This Privacy Notice does not apply to information we collect from our employees, applicants for employment, contractors or business contacts.
I. Personal information we collect
“Personal information” is any kind of information that relates to an identifiable person. We may collect and process the following personal information about you:
- Identifiers, such as your name, address, email address and telephone numbers;
- Internet or other electronic network activity information, such as your internet protocol (IP) address, login data, unique device identifiers, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, mobile device carrier and other technology on the devices you use to access the Site; as well as usage information, such as information about how you use the Site and our products and services, referring/exit web pages, date/time stamps, error logs, and the frequency of your use of the Site;
- Marketing and communications information, such as your preferences in receiving marketing communications from us;
- Professional or employment information, such as your job title and place of work;
- Background information, such as information revealed in know-your-customer (KYC) and anti-money laundering (AML) due diligence, investor accreditation and consents; and
- Financial information, such as assets, income, net worth, amounts and types of investments, capital account balances, capital commitments, capital contributions, account data, other investment participation information, funds transfer information, beneficiaries, positions, percentages of fund, share or option numbers and values, vesting information, investment history, transaction information, and tax information.
We also collect, use and share aggregated information such as statistical or demographic data for any purpose. This information could be derived from your personal information but will not directly or indirectly reveal your identity. For example, we may aggregate your usage information to calculate the percentage of users accessing a specific Site feature. However, if we combine or connect information with your personal information so that it can directly or indirectly identify you, we treat the combined information as personal information which will be used in accordance with this Privacy Notice.
II. How we collect your personal information
We collect personal information from you via the following:
(i) Personal information you provide to us
Forms you complete (or which are completed by your authorized representatives on your behalf) on the Site or otherwise; and your correspondence and interactions with us, including by letter, email and telephone.
(ii) Personal information collected from third parties
We may collect personal information about you from third parties, such as business partners, vendors, or from publicly available sources. The conditions under which we may obtain such information are governed by the third party source.
(iii) Information collected automatically
We may automatically collect certain information about the devices you use to access the Site, as well as information on how you interact with the Site, through cookies, web server logs, and other similar tracking technologies.
We do not currently use technology that recognizes “do not track” signals from your web browser.
III. How we use your personal information
We will only use your personal information when the law allows us to. We may use personal information to:
- communicate with you;
- track and understand how you use and interact with the Site, personalize your visit to the Site, measure the usability of the Site and the effectiveness of our communications; maintain and enhance the safety and security of the Site and prevent misuse, and otherwise manage and enhance the Site;
- identify, protect against and prevent fraud and other liabilities and comply with and enforce applicable legal requirements, relevant industry standards and policies;
- make, maintain, manage and dispose of our investments, conduct due diligence, evaluate business opportunities, and develop new investment opportunities;
- manage, operate and grow our business and manage investor accounts, including through the use of third party service providers;
- comply with legal or regulatory obligations, such as our obligations regarding tax withholdings; and
- monitor and audit compliance with internal policies and procedures, legal obligations and meet requirements and orders of regulatory authorities.
IV. How we protect your personal information
We are committed to maintaining the confidentiality, integrity and security of your personal information and take precautions to protect such information. These precautions include the adoption of certain physical, electronic, and procedural safeguards and procedures designed to maintain and secure your personal information from inappropriate disclosure in accordance with applicable laws and regulations. While we strive to protect personal information, we cannot guarantee its security.
V. When we disclose your personal information
We may disclose personal information to:
- our affiliates for the purposes identified in this Privacy Notice;
- our agents or service providers to conduct services on our behalf;
- any governmental agency, regulatory authority or self-regulatory organization having jurisdiction over us, if (i) we determine that such disclosure is necessary or advisable pursuant to or in connection with any U.S. federal, state or local, or non-U.S., law, rule, regulation, executive order or policy, including without limitation any anti-money laundering law and the USA PATRIOT Act and (ii) such disclosure is not otherwise prohibited by law, rule, regulation, executive order or policy;
- persons acting in a fiduciary or representative capacity on behalf of an investor, such as an IRA custodian or Trustee of a grantor trust; and
- certain other persons to the extent authorized by you.
In addition, we may disclose personal information about you (a) if we are required or permitted to do so due to a court order or a request from a law enforcement agency, (b) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss, (c) in connection with an investigation of suspected or actual fraudulent or other illegal activity, and (d) in the event we sell or transfer all or a portion of our business or assets (including in the event of a reorganization, dissolution, or liquidation).
We have not sold any personal information in the twelve (12) months preceding the effective date of this policy.
VI. Retention of your personal information
We will retain your personal information only for as long as is necessary for the purposes set out in this Privacy Notice, or as long as we are legally required or permitted to do so. Under certain circumstances, you may have the right to have your personal information erased.
When deciding how long to retain your personal information, we take into account our legal and regulatory obligations, the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information described above and whether we can achieve those purposes through other means. We may also retain your personal information to investigate or defend against potential legal claims in accordance with the limitation periods of countries where legal action may be brought.
VII. Third party links
The Site may contain links to third party websites, products and services. These third party websites and services have separate and independent privacy policies, which we encourage you to read. We have no responsibility or liability for the content and activities of such linked sites. However, we want to protect the integrity of our Site and thus welcome any feedback you may have about third-party sites we link to.
VIII. Children’s Privacy
The Site is not directed toward children under the age of 18. We do not promote our products or services online to minors, and we do not intentionally collect any personally identifiable information from any person under 18. If we become aware of having collected personal information from children under the age of 18 without valid consent from their respective parents or guardians, we will delete is as soon as practicable.
IX. Changes to your personal information
You are not required to supply any of the personal information that we may request, except where such information is necessary for the performance of (or to enter into) a contract with you or is otherwise required by applicable law. However, failure to do so may result in our being unable to accept your business or provide services to you. We will make every effort to ensure that all information that we hold about you is accurate, complete and up to date. You can help in this regard by promptly notifying us at the address listed below if there are any changes to your personal information.
X. California Privacy Rights
(i) Privacy Rights
Under the California Consumer Privacy Act (“CCPA”), California residents may have certain privacy rights, including the rights to: (i) request additional information and obtain a copy of Personal Information, i.e., a "Request to Know, " sometimes called the "Right to Access;" and (ii) request deletion of Personal Information, i.e., a "Request to Delete Information," sometimes called the "Right to Be Forgotten." Abrams will not discriminate against you for exercising any of these rights.
(ii) How to Exercise Data Subject Rights
If you wish to exercise your California privacy rights please contact us at firstname.lastname@example.org or at the toll-free number set forth below. We will review your requests and respond accordingly. The rights described herein are not absolute and we reserve all of our rights available to us at law in this regard. Additionally, if we retain your Personal Information only in de-identified form, we will not attempt to re-identify your data in response to a California Privacy Rights request.
If you make a request related to Personal Information about you, we will need to verify your identity. To do so, we will request that you match specific pieces of information you have provided us previously. If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after complying the request. For requests related to particularly sensitive information, we may require additional proof of identification.
If you make a California Privacy Rights request through an authorized agent, we will require written proof that the agent is authorized to act on your behalf.
We will process your request within the time provided by applicable law.
(iii) California "Shine the Light"
California’s “Shine the Light” law permits California residents to annually request and obtain information free of charge about what personal information is disclosed to third parties for direct marketing purposes in the preceding calendar year. We do not distribute your personal information to outside parties without your consent for their direct marketing.
XI. Changes to this Privacy Notice
XII. Contacting Us
If you have any questions or concerns about this Privacy Notice, please contact us toll-free at 833-567-8380.