Private Placement Memorandum

ORBIS INSTITUTIONAL INTERNATIONAL EQUITY L.P.

January 2020

THIS PRIVATE PLACEMENT MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN ORBIS INSTITUTIONAL INTERNATIONAL EQUITY L.P. (THE “FUND”). BECAUSE OF THE CONFIDENTIAL NATURE OF THIS PRIVATE PLACEMENT MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MAY INVOLVE SERIOUS LEGAL CONSEQUENCES. THIS PRIVATE PLACEMENT MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART AND IT MAY NOT BE DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER OF THE FUND.

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IMPORTANT INFORMATION FOR INVESTORS

THIS PRIVATE PLACEMENT MEMORANDUM (THE “PRIVATE PLACEMENT MEMORANDUM”) RELATES TO THE OFFERING OF UNITS (THE “UNITS”) IN ORBIS INSTITUTIONAL INTERNATIONAL EQUITY L.P. (THE “FUND”) AND HAS NOT BEEN FILED WITH OR REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY OTHER FEDERAL OR STATE AGENCY. NEITHER THE SEC NOR ANY STATE OR FEDERAL AGENCY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AS THEY WILL BE OFFERED ONLY TO A LIMITED NUMBER OF QUALIFIED INVESTORS. IT IS ANTICIPATED THAT THE UNITS WILL BE EXEMPT FROM THE REGISTRATION PROVISIONS OF THE 1933 ACT PURSUANT TO SECTION 4(A)(2) THEREOF AND/OR RULE 506 OF REGULATION D THEREUNDER. WHILE THE FUND MAY TRADE IN COMMODITY FUTURES AND/OR COMMODITY OPTIONS CONTRACTS, ORBIS INSTITUTIONAL INTERNATIONAL EQUITY GP LIMITED (THE “GENERAL PARTNER”) IS EXEMPT FROM REGISTRATION WITH THE COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) AS A COMMODITY POOL OPERATOR WITH RESPECT TO THE FUND PURSUANT TO RULE 4.13(A)(3) UNDER THE COMMODITY EXCHANGE ACT, AS AMENDED, BECAUSE THE FUND’S INVESTMENTS IN COMMODITY POSITIONS WILL NOT EXCEED CERTAIN TRADING LIMITATIONS. THEREFORE, THE GENERAL PARTNER IS NOT REQUIRED TO DELIVER A DISCLOSURE DOCUMENT AND A CERTIFIED ANNUAL REPORT TO PARTICIPANTS IN THE FUND. THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN REVIEWED OR APPROVED BY THE CFTC. THE DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM AND THE OFFER AND SALE OF THE UNITS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY UNITS IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR AN OFFER TO SELL THE UNITS TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT A PUBLIC OFFERING IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. ACCORDINGLY, THE UNITS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY AND THIS PRIVATE PLACEMENT MEMORANDUM MAY NOT BE DISTRIBUTED IN ANY JURISDICTION, EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE IN SUCH JURISDICTION. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS WITHIN THEIR OWN JURISDICTION FOR THE ACQUISITION, HOLDING OR DISPOSAL OF UNITS AND TO ANY TAXATION OR EXCHANGE CONTROL LEGISLATION APPLICABLE TO THEM. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE FUND. NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX AND ECONOMIC MATTERS RELATED TO ITS INVESTMENT IN THE FUND. EACH INVESTOR IS RESPONSIBLE FOR THE FEES AND EXPENSES OF ITS PERSONAL COUNSEL, ACCOUNTANTS AND OTHER ADVISORS. THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED BY OR ON BEHALF OF THE FUND AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE.

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AN INVESTMENT IN THE FUND MAY BE DEEMED SPECULATIVE AND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM; IT IS DESIGNED ONLY FOR EXPERIENCED AND SOPHISTICATED PERSONS WHO ARE ABLE TO BEAR THE RISK OF THE SUBSTANTIAL IMPAIRMENT OR LOSS OF THEIR INVESTMENT IN THE FUND. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHALL BE EMPLOYED IN THE OFFERING OF THE UNITS DESCRIBED HEREIN EXCEPT FOR THIS PRIVATE PLACEMENT MEMORANDUM AND OTHER MATERIAL TO BE PROVIDED BY THE GENERAL PARTNER OR ORBIS INVESTMENT MANAGEMENT LIMITED (THE “PORTFOLIO MANAGER”) OR THEIR AFFILIATES. NO PERSONS OTHER THAN THE GENERAL PARTNER AND THE PORTFOLIO MANAGER AND THEIR AFFILIATES HAVE BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR GIVE ANY INFORMATION WITH RESPECT TO THE UNITS AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR OTHERWISE SUPPLIED BY THE GENERAL PARTNER OR THE PORTFOLIO MANAGER MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ANY OF ITS LIMITED PARTNERS. ANY DISTRIBUTION OR REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS IS PROHIBITED. THE FUND HAS NOT BEEN AND MAY NOT BE REGISTERED AS AN “INVESTMENT COMPANY” UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). ACCORDINGLY, THE UNITS ARE BEING OFFERED AND SOLD UNDER CIRCUMSTANCES DESIGNED TO PRECLUDE THE FUND FROM HAVING TO REGISTER UNDER THE 1940 ACT. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE FUND SHALL MAKE AVAILABLE TO EACH INVESTOR OR ITS REPRESENTATIVE, DURING THIS OFFERING AND PRIOR TO THE SALE OF ANY UNITS TO SUCH INVESTOR, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM A PERSON AUTHORIZED TO ACT ON BEHALF OF THE FUND CONCERNING ANY ASPECT OF THE FUND AND ITS PROPOSED BUSINESS AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE FUND POSSESSES SUCH INFORMATION. A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR UNITS UNLESS SATISFIED THAT IT AND/OR ITS REPRESENTATIVE HAVE ASKED FOR AND RECEIVED ALL INFORMATION THAT WOULD ENABLE THEM TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT. THE UNITS OFFERED PURSUANT TO THIS PRIVATE PLACEMENT MEMORANDUM ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS AND CONDITIONS SET FORTH IN THIS PRIVATE PLACEMENT MEMORANDUM AND IN THE LIMITED PARTNERSHIP AGREEMENT OF THE FUND, AS IT MAY BE AMENDED FROM TIME TO TIME. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN THIS PRIVATE PLACEMENT MEMORANDUM (1) “BUSINESS DAY” MEANS ANY DAY WHICH IS NOT A SATURDAY OR SUNDAY OR A DAY ON WHICH BANKS ARE CLOSED FOR BUSINESS IN BOTH OF NEW YORK AND BERMUDA, AND (2) “DOLLARS” OR “$” SHALL MEAN U.S. DOLLARS.

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INVESTMENTS BY TAX EXEMPT INVESTORS IN ADDITION TO THE FOREGOING, EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) WILL BE LIMITED IN THEIR ABILITY TO INVEST IN THE FUND. ANY PROSPECTIVE INVESTOR THAT IS SUCH A PLAN, OR THAT IS AN EDUCATIONAL INSTITUTION OR OTHER ENTITY EXEMPT FROM TAXATION UNDER SECTION 501 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, IS URGED TO CONSULT WITH ITS LEGAL, FINANCIAL AND TAX ADVISORS CONCERNING WHETHER THEY MAY INVEST IN THE FUND AND CERTAIN CONSIDERATIONS APPLICABLE TO MAKING SUCH AN INVESTMENT. SEE “CERTAIN U.S.FEDERAL INCOME TAX CONSIDERATIONS” AND “CERTAIN ERISA CONSIDERATIONS.” SPECIAL NOTICE TO CANADIAN INVESTORS IF, IN CONNECTION WITH A DISTRIBUTION OF AN ELIGIBLE FOREIGN SECURITY, AS DEFINED IN MULTILATERAL INSTRUMENT 45-107 LISTING REPRESENTATION AND STATUTORY RIGHTS OF ACTION DISCLOSURE EXEMPTIONS OR OTHER APPLICABLE PROVISION, ORBIS DELIVERS TO A CANADIAN INVESTOR AN OFFERING DOCUMENT THAT CONSTITUTES AN OFFERING MEMORANDUM UNDER APPLICABLE SECURITIES LAWS IN CANADA, THAT INVESTOR MAY HAVE, DEPENDING ON THE PROVINCE OR TERRITORY OF CANADA IN WHICH THE TRADE WAS MADE TO THAT CANADIAN INVESTOR, REMEDIES FOR RESCISSION OR DAMAGES IF THE OFFERING MEMORANDUM (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THAT CANADIAN INVESTOR WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THAT INVESTOR’S PROVINCE OR TERRITORY. CANADIAN INVESTORS SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF SUCH INVESTOR’S PROVINCE OR TERRITORY FOR THE PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR. SPECIAL NOTICE TO FLORIDA INVESTORS THE FOLLOWING NOTICE IS PROVIDED TO SATISFY THE NOTIFICATION REQUIREMENT SET FORTH IN SUBSECTION 11(A)(5) OF SECTION 517.061 OF THE FLORIDA STATUTES, 1987, AS AMENDED: UPON THE ACCEPTANCE OF FIVE (5) OR MORE FLORIDA INVESTORS AND IF THE FLORIDA INVESTOR IS NOT A BANK, A TRUST COMPANY, A SAVINGS INSTITUTION, AN INSURANCE COMPANY, A DEALER, AN INVESTMENT COMPANY AS DEFINED IN THE 1940 ACT, A PENSION OR PROFIT-SHARING TRUST, OR A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE ACT), THE FLORIDA INVESTOR ACKNOWLEDGES THAT ANY SALE OF A UNIT TO THE FLORIDA INVESTOR IS VOIDABLE BY THE FLORIDA INVESTOR EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE FLORIDA INVESTOR TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE FLORIDA INVESTOR, WHICHEVER OCCURS LATER.

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Summary of Orbis Institutional International Equity L.P. Offering The following summarizes certain terms relating to the Orbis Institutional International Equity L.P. (the “Fund”), which are generally set forth more fully in this Private Placement Memorandum and in the Fund’s Limited Partnership Agreement, as amended and restated from time to time (the “Partnership Agreement”). This Private Placement Memorandum should be read in conjunction with the Partnership Agreement. An investment in the Fund is also subject to the terms of the Account Opening Form and Subscription Form to be entered into by each investor (“Limited Partner”) in connection with such investor’s subscription. This Private Placement Memorandum provides information concerning the offering of common units (“Units”) in the Fund. Orbis Institutional International Equity GP Limited (the “General Partner”) is the general partner of the Fund and in that capacity undertakes the management of the Fund. Orbis Investment Management Limited (the “Portfolio Manager”) provides the Fund with portfolio management services pursuant to a portfolio management agreement. The General Partner, the Portfolio Manager, and the Fee Reserve Partner (defined herein) each belong to the Orbis group of companies (“Orbis”), which is dedicated to providing superior investment services by capitalizing on the group’s proprietary investment research. Since 1989, Orbis has adopted investment methodologies originally developed and still practiced at Allan Gray Proprietary Limited, a South African asset manager founded in 1974 by Allan Gray, the founder of Orbis.

Investment Objective The Fund seeks higher returns than the average of international equity markets, excluding the United States markets, without greater risk of loss.

Investment Approach The Fund is designed to be exposed to all of the risks and rewards of, a portfolio of selected non-U.S. equity investments. The Fund identifies as non-U.S. equity investments those equity investments or equity-linked investments of companies which are domiciled outside of the U.S., whose securities trade on non-U.S. stock markets, or whose business is primarily located in or linked to countries outside the U.S. This portfolio is selected using extensive proprietary investment research undertaken by Orbis. This research is intended to enable Orbis to invest the Fund’s capital in equities which offer superior fundamental value. The result of this research process is a continuously monitored list of the equities whose share prices Orbis considers most fundamentally attractive compared with their intrinsic values. The Portfolio Manager combines selected equities into a portfolio that usually includes approximately 40 primary positions. In constructing this portfolio, the Portfolio Manager assesses not only each equity’s perceived risk and reward but also its correlation with the rest of the portfolio in order to further manage risk by appropriate diversification. The Portfolio Manager generally takes a three to five-year view when assessing fundamental value. The Fund does not track world stock markets passively, but instead aims for superior returns relative to a benchmark of international equities. The Fund has designated the MSCI All Country World Index ex USA,

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including income and net of withholding taxes (the “All Country World Index ex U.S.” or the “Benchmark”) as this performance benchmark.

Management Fee Principles of the Management Fee The Fund pays a fee (the “Management Fee”), which is comprised of a Base Fee and a Refundable Reserve Fee. The Management Fee is designed to, among other things, reward Orbis for superior performance or penalize Orbis for under-performance in equal measure. Key principles shaping the Management Fee’s design are:

• Alignment with Limited Partners’ Interests. The Management Fee is highly dependent on the investment performance achieved for Limited Partners of the Fund.

• Dependence on Value-added Performance. The performance fee portion of the Management Fee

varies based on the value added or detracted by Orbis, as represented by the performance of the Fund compared with that of its Benchmark, not general stock-market returns. In addition, Orbis has designed the performance fee portion of the Management Fee to be calculated independently for each Limited Partner. This fee structure enables each Limited Partner to pay a fee based on the Fund’s unique value added for that Limited Partner.

• Long-term Orientation. The Fund’s Management Fee is designed to be long-term oriented in that it

allows the Limited Partner to recoup a portion of performance fees paid in a given period if underperformance occurs in subsequent periods.

The Fund currently offers three classes of Units to Limited Partners (the “Classes”): (1) the Core Refundable Reserve Fee Class, (2) the Zero Base Refundable Reserve Fee Class, and (3) the Base Refundable Reserve Fee Class. Each Class has a different Management Fee, as well as a different minimum investment. See “Management Fee” in the non-summary section of this Private Placement Memorandum for a detailed description of the Management Fee.

Eligible Investors, Subscriptions and Redemptions Investors must meet certain suitability requirements which include that the investor be an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”). The General Partner, in its sole discretion, may decline to accept the subscription of any prospective investor. The minimum initial subscription is $20 million for the Core Refundable Reserve Fee Class, $100 million for the Zero Base Refundable Reserve Fee Class, and $1 million or $5 million (depending on investor type) for the Base Refundable Reserve Fee Class. The minimum subsequent subscription is $250,000 for all three Classes. The minimum initial and subsequent investment for any investor may be modified by the General Partner in its sole discretion. The minimum investment amounts do not apply to the General Partner and the Fee Reserve Partner. Dealing in the Fund will occur on any Business Day prior to which existing and/or prospective investors submit valid dealing instructions, as well as the first Thursday of each calendar month (or if Thursday is not a Business Day, then the immediately preceding Business Day) and/or such other days in addition thereto or substitution therefor as determined by the General Partner without notice from time to time (a “Dealing Day”). Subscription documents must be received by the Fund by 4:00 pm EST one

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Business Day prior to the requested Dealing Day and an acceptable form of payment must be received by the Fund by 12:00 pm EST on the requested Dealing Day. The General Partner may establish or provide for the establishment of additional classes of Units with such rights and characteristics (which may differ from the rights and characteristics attached to any existing classes of Units), as the General Partner may determine in its sole discretion. Subject to certain conditions and limitations described herein, each Partner has the right to redeem any portion of its capital account and each Limited Partner has the right to withdraw as a Limited Partner, on each Dealing Day. To do so, a redemption form must be received by the Fund by 4:00 pm EST one Business Day prior to the requested Dealing Day. Substantial Cash Transactions. Where the Fund receives a cash subscription or redemption request in an amount representing 5% or more of the Fund’s net asset value, calculated on the Dealing Day on which the transaction is processed before giving effect to such transaction (but after giving effect to any transactions in kind of securities on that Dealing Day), the Fund may levy a transaction fee of 0.50% of the value of that subscription or redemption (the “Substantial Cash Transaction Levy”). For purposes of the Substantial Cash Transaction Levy, multiple cash subscriptions or redemptions requests made by one Partner over a five Business Day period will be aggregated. The Substantial Cash Transaction Levy represents Orbis’ estimate of the fiscal and purchase charges and related market impact that would be incurred if the Fund were to increase or decrease its underlying investments pro rata to allow for the transaction. The Substantial Cash Transaction Levy payable by any investor may be waived or modified by the General Partner in its sole discretion. The Substantial Cash Transaction Levy will not be applied to any subscription or redemption request in an amount that is equal to or less than $50 million. For purposes of clarity, in the event a Limited Partner seeks to conduct a transaction in kind of securities, and the General Partner determines that a portion of such transaction cannot be transacted in kind of securities, such as for markets where transactions in kind of securities is not feasible, then such cash portion of that transaction shall not be subject to the Substantial Cash Transaction Levy.

Transfers Units are not transferable except with the prior written consent of the General Partner, which consent may be granted or withheld by the General Partner in its sole discretion. All costs and expenses incurred in connection with any transfer of Units, including, but not limited to, the legal fees of the Fund, may be charged to the transferee.

Sales Charges and Expenses The Fund bears its own expenses such as investment expenses (e.g. brokerage commissions and interest expenses), legal expenses, accounting, auditing and tax preparation expenses. The General Partner has agreed that for the current calendar year, except for specified exclusions, it will bear all of the foregoing operating expenses attributable to the Fund to the extent that they exceed a capped rate of 0.15% per annum. The cap will be automatically extended for further successive one-year periods unless the General Partner notifies the Limited Partners that the cap will not continue at least three months prior to the expiry of the term, as extended. With the exception of the Substantial Cash Transaction Levy described above, there are no sales or transaction charges on subscriptions or redemptions.

Certain Risk Factors

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An investment in the Fund is speculative and involves substantial risks. Units are intended for sale to experienced and sophisticated investors. Investors must be willing to bear the risks of this investment, including the possible loss of all or a substantial part of their investment and such other risks as are inherent in securities investments generally as well as those risks that are specific to an investment in the Fund.

Regulatory Matters The Fund currently relies on the exception from the definition of “investment company” provided in Section 3(c)(7) of the 1940 Act. Pursuant to Section 3(c)(7) of the 1940 Act, only investors that are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the 1933 Act and “qualified purchasers” as defined in Section 2(a)(51) of the 1940 Act may invest in the Fund. Neither the General Partner nor the Portfolio Manager is currently registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

Taxation The Fund expects to be treated as a partnership for U.S. federal income tax purposes. Prospective investors should consult their own tax advisers concerning the potential tax consequences of investing in the Fund. See “Certain U.S. Federal Income Tax Considerations.”

ERISA Considerations If 25% or more of any class of the Units are owned, directly or indirectly, by an “employee-benefit plan” (as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to Title I of ERISA, a “plan” subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) , or any entity whose assets are treated as assets of any such plan (each, an “ERISA Plan”), the assets of the Fund will be deemed to be plan assets subject to ERISA and Section 4975 of the Code. If this happens, transactions involving the assets of the Fund could be subject to the fiduciary responsibilities of ERISA and to the prohibited transactions provisions of Section 4975 of the Code, and, in certain instances, the fiduciary of an ERISA Plan which is responsible for the ERISA Plan’s investment in the Units could be liable for any ERISA violations by the General Partner or the Portfolio Manager. See “Certain ERISA Considerations.”

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Reporting to Partners The Fund issues audited financial statements annually to Partners, drawn up to December 31 of each year. The Fund also issues unaudited reports to Limited Partners monthly. To the extent applicable in any year, the General Partner will provide each Partner with a Schedule K-1 for tax purposes. If the General Partner is unable to deliver such Schedule K-1 by April 15, the General Partner will provide the relevant Limited Partners with estimates of the taxable income or loss allocated to their investment in the Fund. Unless otherwise restricted by law, all reports, financial statements and other information may be delivered to Limited Partners electronically.

Administrator Citi Fund Services Ohio, Inc.

Custodian Citibank N.A.

Auditors Ernst & Young LLP

Additional Information Prospective investors are invited to speak with the representatives of Orbis for further explanation of the terms and conditions of the offering and to obtain any additional information reasonably available to Orbis. Requests for such information should be directed to:

Orbis Investments (U.S.), LLC 600 Montgomery Street Suite 3800 San Francisco, CA 94111 Telephone: (415) 489-3600 Facsimile: (415) 489-3601 E-mail: clientservice@orbis.com

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TABLE OF CONTENTS

ORBIS INSTITUTIONAL INTERNATIONAL EQUITY L.P. ......................................................... 11

INVESTMENT PROGRAM ............................................................................................................... 11 Investment Objective ................................................................................................................. 11 Investment Approach ................................................................................................................. 11 Benchmark ................................................................................................................................... 13 Investment Restrictions ............................................................................................................ 13

Management of the Fund .............................................................................................................. 15

PORTFOLIO MANAGER ................................................................................................................. 15

GENERAL PARTNER ...................................................................................................................... 16

FEE RESERVE PARTNER ............................................................................................................... 17

DISTRIBUTOR .................................................................................................................................. 17

ADMINISTRATOR ............................................................................................................................ 17

CUSTODIAN ..................................................................................................................................... 18

CLASSES OF UNITS OFFERED .................................................................................................... 18

MANAGEMENT FEE ...................................................................................................................... 20 Principles of the Management Fee ........................................................................................ 20 Features of the Management Fee .......................................................................................... 20 Early Realization of the Performance Fee ............................................................................ 22 Features of the Performance Fee Refund ............................................................................. 22 Performance Fee Calculations ................................................................................................ 24 Treatment of a Fully Depleted Fee Reserve ....................................................................... 24

SALES CHARGES AND EXPENSES ............................................................................................ 25

LIMITED PARTNERSHIP AGREEMENT ...................................................................................... 26

PORTFOLIO MANAGEMENT AGREEMENT .............................................................................. 34

DIRECTORS’ AND OTHER CONFLICTS OF INTEREST........................................................... 34

DATA PROTECTION ...................................................................................................................... 36

CERTAIN RISK FACTORS ............................................................................................................. 36 Market and Investment Risks .................................................................................................. 36 Risks Associated with the Fund ............................................................................................. 40

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................. 43

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Partnership Status ..................................................................................................................... 44 Taxation of Limited Partners on Profits and Losses .......................................................... 45 Adjusted Tax Basis .................................................................................................................... 45 Tax Elections .............................................................................................................................. 46 Mandatory Basis Adjustment .................................................................................................. 46 Possible Tax Audits ................................................................................................................... 46 Foreign Taxes ............................................................................................................................. 47 U.S. Tax-Exempt Investors ...................................................................................................... 47 Non-U.S. Limited Partners ....................................................................................................... 48 Tax Shelter Reporting ............................................................................................................... 51 State and Local Taxes ...............................................................................................................52 Bermuda Taxation ......................................................................................................................52

CERTAIN ERISA CONSIDERATIONS .......................................................................................... 52

SECURITIES LAW MATTERS ....................................................................................................... 53 Limitations on Transferability ................................................................................................. 53 Eligible Investors ....................................................................................................................... 53 Regulatory Matters ................................................................................................................... 54 Anti-Money Laundering ........................................................................................................... 54 Trade Allocations and Brokerage Commissions ................................................................ 55

OTHER MATTERS ........................................................................................................................... 56 Auditors ....................................................................................................................................... 56 Fiscal Year ................................................................................................................................... 56 Limited Partner Reports .......................................................................................................... 56 Requests for Additional Information .....................................................................................57

CERTAIN DEFINITIONS USED IN THIS DOCUMENT............................................................... 58

SUBSCRIPTIONS AND REDEMPTIONS ...................................................................................... 59 Subscriptions .............................................................................................................................. 59 Redemptions .............................................................................................................................. 59

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Orbis Institutional International Equity L.P.

INVESTMENT PROGRAM Investment Objective The Fund seeks higher returns than the average of international equity markets, excluding the United States markets, without greater risk of loss.

Investment Approach Research Driven. The Fund is designed to be exposed to all of the risks and rewards of, a portfolio of selected non-U.S. equity investments. The Fund expects to be not less than 90% invested in non-U.S. equity investments but may also invest in U.S. equities. The Fund identifies as non-U.S. equity investments those equity investments or equity-linked investments of companies that are domiciled outside of the U.S., whose securities trade on non-U.S. stock markets, or whose business is primarily located in or linked to countries outside the U.S. This portfolio is selected using extensive proprietary investment research undertaken by the Orbis group or companies (“Orbis”). Orbis devotes a substantial proportion of its business efforts to detailed “bottom up” investment research conducted with a long-term perspective, believing that such research makes superior long-term performance attainable. Value Orientation. This research philosophy is intended to enable Orbis to invest the Fund in equities which it believes offer superior fundamental value. Orbis determines whether an equity offers superior fundamental value by comparing the share price with an assessment of the equity’s intrinsic value. The lower the price of a share as compared to its assessed intrinsic value, the more attractive Orbis considers the equity’s fundamental value. Orbis believes that over the long term equity investing based on this approach offers superior returns and reduces the risk of loss. Orbis generally assesses an investment’s attractiveness using a three-to-five year time horizon. Share Selection. Orbis aims to focus its research efforts on the most promising investment opportunities. This is facilitated, among other means, by using a proprietary equity screening tool based on quantitative considerations. Orbis maintains a database of key financial information, including company fundamentals and share prices, on approximately 13,000 of the world’s most marketable stocks. The database tracks fundamental data which, wherever possible, extends back over multiple decades in keeping with the long-term orientation of Orbis’ research, and it includes share prices which are updated daily. Orbis has developed quantitative techniques which use this database to produce a projected total rate of return offered by each equity for the next three-to-five years, based on the prevailing share price. This estimate, together with an analysis of macro-economic and investment trends, provides a preliminary assessment of those areas of investment that seem most fruitful. Additional equities which appear intriguing are identified by anticipating economic and corporate developments. This approach helps Orbis to focus its more time-consuming, non-quantitative equity research on the most promising sectors, themes and equities. Equities that are considered promising are subjected to “bottom up” investment analysis. The starting point is to eliminate those equities that have fallen out of favor for sound and enduring reasons (for example, the shares of companies that Orbis believes are poorly managed or vulnerable). Those equities that are not eliminated by this pre-screening are subjected to intensive qualitative investment research. This entails evaluation of factors such as the company’s perceived ability to generate

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superior growth in cash flow, earnings and dividends in the projected economic environment, the quality of management, its historical record, the company’s competitive environment, the strength of its balance sheet, and, most importantly, the extent to which the share price already reflects these factors. The result of this research process is a continuously monitored group of equities whose share prices Orbis considers most fundamentally attractive. These selected equities are included in the portfolio for the Fund. Orbis emphasizes each equity’s perceived risk and reward, but also monitors the correlation between the selected equities to control diversification. The Fund will not usually trade for short-term gains, although established positions may be reduced when Orbis believes that a share is overbought or added to when a share is considered to be oversold.

The Fund may, to the extent permitted by its investment restrictions, also periodically hold cash and cash equivalents when Orbis believes this to be consistent with the Fund’s Investment Objective. Currency Management. Exchange rate fluctuations significantly influence global investment returns. For this reason, part of Orbis’ research effort is devoted to forecasting currency trends. Taking into account these expected trends, Orbis actively reviews the Fund’s currency exposure. Orbis may adjust the currency exposure, generally using forward currency contracts, to assist in achieving the Fund’s investment objective. In doing so, Orbis places particular focus on managing the Fund’s exposure to those currencies considered less likely to hold their long-term value. The Fund’s currency deployment may therefore differ significantly from the geographic deployment of its selected equities. Exchange-Traded Derivatives. The Fund may hold cash and cash equivalents to meet calls for variation margin related to currency management or as a result of one or more subscriptions or redemptions or for other liquidity purposes. In doing so, the Fund may purchase or sell exchange-traded derivatives, for example futures and options on broad stockmarket indices, to manage its overall exposure to stockmarkets when Orbis believes this to be consistent with the Fund’s Investment Objective. Risk Management. Orbis invests the Fund in shares whose prices are below Orbis’ assessment of their intrinsic value in the conviction that they offer the highest prospective returns and lowest risk of loss over the long term. A result of this investment approach is that the Fund’s portfolio, and consequently its short-term returns, may differ markedly from those of relevant global benchmarks. However, Orbis monitors the Fund’s risk of underperforming the average of the world’s equity markets from its weightings in each relevant industry, stockmarket and currency and seeks to ensure that deviations in such weightings, which are prompted by detailed “bottom up” investment research, are consistent with Orbis’ “top down” macroeconomic views. Performance Evaluation. The Fund is a relative return fund in that it aims for higher returns than its Benchmark. The Fund’s success in achieving this objective cannot be appraised simply by evaluating the Fund’s returns in isolation. Instead, it is necessary to compare the Fund’s returns with those of the Benchmark . This comparison can be made using returns in any currency, as long as the returns on both the Fund and the Benchmark are presented in the same currency. The financial statements of the Fund are prepared, its Units are priced and its returns and those of the Benchmark are presented in U.S. dollars. The General Partner (as defined below) will take reasonable efforts to cause the Fund to invest and divest in parallel with other Orbis Funds in the Orbis international equity strategy, subject to exceptions deemed reasonably appropriate by the General Partner or Portfolio Manager (as defined below), including because of subscriptions or redemptions, investment restrictions in the Fund or the other Orbis Funds, tax or regulatory implications, and any other reason deemed reasonably appropriate by the General Partner or the

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Portfolio Manager. The Fund’s investments and transactions in securities are generally subject to the Orbis Order Allocation Policy.

Benchmark The Fund does not track international stock markets passively, but instead aims for superior long-term returns relative to a benchmark of international equities. The Fund has designated the MSCI All Country World Index ex USA, including income and net of withholding taxes (the “All Country World Index ex U.S.” or the “Benchmark”) as this performance benchmark. The All Country World Index ex U.S. measures the weighted average of the investible market capitalizations of over 20 developed countries (excluding the U.S.) and more than 20 emerging markets countries. A result of Orbis’ investment approach is that the Fund’s portfolio, and consequently its short-term returns, may differ markedly from the Benchmark. However, Orbis monitors the Fund’s risk of underperforming its Benchmark by comparing the Fund’s weighting in each industry, stock market and currency with that in the All Country World Index ex U.S. and ensuring that deviations in such weightings, which are prompted by detailed “bottom up” investment research, are consistent with Orbis’ “top down” macroeconomic views.

Investment Restrictions The Fund follows the following investment restrictions:

1. no more than 5% in value of the net assets of the Fund may be invested in securities issued by one issuer (other than securities issued by a government or other public body) except that positions of up to 10% are allowed as long as not more than 40% in total is invested in positions of more than 5%,

2. the net assets of the Fund may not include more than 10% of the outstanding shares of any one company (other than a mutual fund or other collective investment entity),

3. no more than 10% of the net assets of the Fund may be invested in equities which are not listed, posted, traded or quoted either on or under the rules of a stock exchange, stock market or stock quotation system,

4. no more than 5% of the net assets of the Fund may be invested in call warrants or call options unless sufficient cash or cash equivalents to provide for the aggregate exercise prices of such warrants or options are set aside or can be raised, and

5. the Fund may not borrow except that it may borrow up to 10% of its net asset value provided that such amount is used to meet redemptions and repaid within 90 days.

Any investment instrument entered into for the purpose of managing the Fund’s currency exposures will not be counted towards the limitations above. If the Fund invests in equity-linked securities or in shares of a collective investment scheme, the investment restrictions set out in paragraphs 2 and 3 shall be interpreted by “looking through” to the underlying investments, where appropriate. The Fund uses forward currency contracts to limit exposure to exchange risks in the context of the management of its assets and liabilities. The Fund does not actively target net negative currency exposures.

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Nevertheless, regular trading in the Fund and/or market movements will occasionally give rise to small net negative currency exposures that may remain unhedged until such time such negative exposure is removed. Compliance with the Fund’s investment restrictions is measured at the time of investment. None of the investment limitations set out above shall be considered as being exceeded or breached if such investment limitation (i) was not exceeded or breached at the time of or immediately after making the investment or (ii) was exceeded or breached as a result of an event which was not within the control of the Fund; provided that upon Orbis becoming aware that the assets of the Fund are not held within the investment limitations set out above, Orbis shall rectify such situation as soon as is reasonably practicable bearing in mind the interests of the Fund. For the sake of clarity, where any transaction is part of a series of transactions to be completed by the Fund within a 24 hour business period (such as the purchase of a security traded on an exchange in one time zone and the subsequent sale of another security traded on an exchange in a different time zone) the question of whether an investment restriction set out in herein has been breached shall be determined by considering the series of transactions to have occurred at the same time. The Fund will hold cash balances it may accumulate for investment, reinvestment or distribution to the Partners in a variety of debt securities (primarily short-term) securities held under repurchase arrangements, in money market mutual funds, or in interest-bearing bank accounts. The cash balances of the Fund will vary from time to time as Orbis sees fit. The Fund may also hold no cash balances from time to time. The above objectives and methods are a summary of Orbis’ current intentions and should not be viewed as either exhaustive or invariable. The Fund is a long-term investment vehicle and investors in the Fund should not expect this Fund to meet their short-term financial needs or to provide a complete, diversified, and balanced investment program. Orbis has broad discretion to use any trading or investment techniques, whether or not contemplated by the strategies described above, in order to attempt to achieve the Fund’s investment objective. Due to the unpredictable nature of the investment environment, the Fund may not achieve its investment objectives and could in fact face significant losses from the strategies described above. The investment program of the Fund is speculative and may entail substantial risks. Since market risks are inherent in all investments to varying degrees, there can be no assurance that the Fund’s investment objective will be achieved or that substantial losses will not be incurred. In fact, certain investment practices described above can, in some circumstances, increase any adverse impact to which the Fund’s investment portfolio may be subject. Review the “Certain Risk Factors” section for a discussion of the risks associated with investing in the Fund.

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Management of the Fund

PORTFOLIO MANAGER Orbis Investment Management Limited, the portfolio manager of the Fund (the “Portfolio Manager”), was incorporated under the laws of Bermuda in 1989 and presently manages many of the Orbis funds. The Portfolio Manager is regulated by the Bermuda Monetary Authority under the Investment Business Act 2003 of Bermuda and is licensed to carry on investment business in or from Bermuda. Under the terms of the Portfolio Management Agreement (as defined below), matters pertaining to the investment management of the Fund are delegated to the Portfolio Manager; the Portfolio Manager is therefore responsible for making all investment decisions relating to the portfolio of the Fund. The Portfolio Manager has the right to delegate all or a portion of its responsibilities with respect to the Fund to one or more third parties, including the respective affiliates thereof. The Portfolio Manager bears all of its own operating expenses incurred in connection with the services that it will provide to the Fund. The fees charged by the Portfolio Manager may be more or less than the Portfolio Manager’s cost of providing such services to the Fund. The directors and President of the Investment Manager are in alphabetical order below. Alexander C. Cutler - Bachelor of Science (Honors) in Naval Architecture (U.S. Naval Academy), Master of Business Administration (Wharton, University of Pennsylvania), Chartered Financial Analyst. Mr. Cutler joined Orbis in 2004 and is a director and president of the General Partner and a director of the Investment Manager. Prior to joining Orbis, he had 10 years’ experience at Brandywine Asset Management, Ltd., as an analyst, portfolio manager and managing director. There, he managed the Relative Value product, co-managed the Large Cap Value area and co-managed the firm as a member of the firm’s executive committee. Graeme Forster – Master of Arts (Honours) in Mathematics (University of Oxford), Master of Research in Applied Mathematics (University of York), Doctor of Philosophy in Mathematical Epidemiology and Economics (University of Cambridge), Chartered Financial Analyst. Mr. Forster joined Orbis in 2007 as a member of its London-based team of quantitative analysts. He joined the Investment Manager in 2012 as a member of the investment team and has primary responsibility for the Orbis International Equity and Orbis Optimal strategies and is a director of the Investment Manager and Orbis Holdings Limited. Matthew Furr – Bachelor of Science (Honours) and Master of Arts in Economics (Dalhousie University). Chartered Financial Analyst, Graduate Certificate in Enterprise Risk Management (New York University). Mr. Furr joined Orbis in January 2012 and currently serves as Global Risk Manager and a director of the Investment Manager. Prior to joining Orbis, his responsibilities included managing a range of operational and investment activities for asset management and capital markets businesses. He has worked for Butterfield Asset Management, Nomura Securities, Tewksbury Capital Management and the Meditor Group.

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William Gray – Bachelor of Commerce (University of Cape Town), Master of Business Administration (Harvard University), and Chartered Financial Analyst. Mr. Gray is the President of the Investment Manager and a director of Orbis Holdings Limited. From 1988 to 1991 he conducted investment research into global equities, stockmarkets and currencies for Orbis Investment Advisory Limited and for the Investment Manager’s predecessor company in Hong Kong. Upon completing his MBA in 1993, he joined the Investment Manager to analyze North American securities. Darren Johnston – Bachelor of Commerce (Mount Allison University), a Fellow of the Chartered Professional Accountants of Bermuda, U.S. Certified Public Accountant, Chartered Financial Analyst. Mr. Johnston joined the Investment Manager in January 2017 and currently serves as a director of the Investment Manager and Orbis Holdings Limited. Prior to joining Orbis, Mr. Johnston was the Chief Executive Officer of PricewaterhouseCoopers Caribbean Region Ltd. At the time of joining Orbis, he had over 27 years of experience in the professional services industry and has worked in Bermuda, the Caribbean and the U.S. Mr. Johnston was formerly a member of the Bermuda Government Audit Committee and has previously served as Deputy Chair of the Bermuda Monetary Authority and Chairman of the Bermuda Board of Education. Anne Marwick – Bachelor of Arts (Honours) in Business Administration (Richard Ivey School of Business – Western University), Master of Business Administration (Kellogg – Northwestern University), Chartered Financial Analyst. Ms. Marwick joined Orbis in 2010 as a member of the global operations team and is a director of the Investment Manager. Prior to joining Orbis, she was a management consultant with Deloitte Consulting in Toronto, Canada where she worked on strategic and operational engagements for asset management and financial services firms. Garth Rempel – Bachelor of Commerce (University of Calgary), Chartered Accountant. Mr. Rempel joined Orbis in 2003. He leads the firm’s Fund Operations team and is a director of the Investment Manager. He previously worked as Chief Financial Officer of Glenview Capital Limited, and before that at International Fund Administration and Ernst & Young.

GENERAL PARTNER Orbis Institutional International Equity GP Limited (the “General Partner”) was incorporated under the laws of Bermuda in 2015. Under the terms of the Partnership Agreement, the General Partner is responsible for the day-to-day operational management of the Fund, including maintaining the register of Partners in the Fund. The General Partner has the right to delegate all or a portion of its responsibilities with respect to the Fund to one or more third parties, including the respective affiliates thereof. The General Partner bears all of its own normal and recurring operating expenses incurred in connection with the services that it will provide to the Fund. The income derived by the General Partner for providing services to the Fund may be more or less than the General Partner’s cost of providing such services to the Fund. The General Partner may in the future manage or advise other limited partnerships, mutual funds or other investment vehicles. While the Fund may trade in commodity futures and/or commodity options contracts, the General Partner is exempt from registration with the Commodity Futures Trading Commission as a commodity pool operator with respect to the Fund pursuant to Rule 4.13(a)(3) under the Commodity Exchange Act, as amended. In addition to Mr. Cutler, the biographies of the other directors of the General Partner follow in alphabetical order:

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Matthew Gaarder – Bachelor of Journalism (University of Missouri), Juris Doctor (Columbia University School of Law). Mr. Gaarder joined Orbis in 2011 and is a director of the General Partner. He currently serves as legal counsel of Orbis Investment Management (U.S.), LLC. Prior to 2011, he practiced corporate securities law in New York with the law firm of Shearman & Sterling LLP and more recently in California with the law firm of Ropes & Gray LLP. Hugh Gillespie -Bachelor of Laws, Master of Laws (University of Cambridge), Barrister and Solicitor. Hugh joined Orbis in 2002 and is Head of Regulatory Compliance, Lead Legal Counsel in the Group’s Bermuda head office and Assistant Secretary of the Orbis Funds. He also serves as a Director or Officer of various Orbis companies including as Chief Compliance Officer for Orbis regulated companies in Canada, Bermuda and Guernsey. Prior to joining Orbis, he practiced law in Canada, Hong Kong and Bermuda with a focus on corporate commercial, taxation and securities law.

FEE RESERVE PARTNER Orbis Fee Reserve (U.S.) Limited (the “Fee Reserve Partner”) was incorporated under the laws of Bermuda in 2005. The Fee Reserve Partner, a Limited Partner of the Fund, is credited and paid the Refundable Reserve Fee as further described below. See “Management Fee.” The directors of the Fee Reserve Partner are Messrs. Cutler, Gaarder, and Gillespie.

DISTRIBUTOR Orbis Investments (U.S.), LLC (the “Distributor”) was incorporated under the laws of the state of Delaware in 2009. The Distributor provides distribution-related services for the Orbis group of funds pursuant to a Securities Activities and Services Agreement. The Distributor is a member of the Financial Industry Regulatory Authority (“FINRA”) and is registered with the SEC as a broker-dealer. The Fund does not pay any fee to the Distributor.

ADMINISTRATOR The Fund has entered into an administration agreement (the “Administration Agreement”) with Citi Fund Services Ohio, Inc. (the “Administrator”). The Administrator provides certain administrative, accounting and tax preparation services to the Fund. Pursuant to the Administration Agreement, the Administrator is responsible, subject to the overall direction of the Portfolio Manager, for matters pertaining to the administration of the Fund, including: (i) calculating the net asset value; (ii) maintaining the financial books and records so far as may be necessary to give a complete record of all transactions carried out by the Fund; and (iii) performing other services necessary in connection with the administration of the Fund. The fees payable to the Administrator are determined at such rates and at such times as may from time to time be agreed in writing between the Administrator and the Fund. These fees are further detailed in the Administration Agreement. The Administrator is also reimbursed for certain out-of-pocket expenses. The Fund may retain other service providers affiliated with the Administrator to perform the administrative services that would otherwise be performed by the Administrator.

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The Administration Agreement will remain in effect for an indefinite term, provided that it may be terminated in accordance with terms to be agreed upon separately between the Administrator and the Fund. The Fund will indemnify and hold the Administrator harmless from all claims, demands or liabilities in the absence of bad faith, willful misfeasance, negligence or reckless disregard of its duties and obligations on the part of the Administrator or its agents or subcontractors.

CUSTODIAN Citibank N.A. serves as the custodian (the “Custodian”) of the Fund. The Custodian, among other things: maintains a custody account or accounts in the name of the Fund; receives and delivers all assets for the Fund upon purchase and upon sale or maturity; collects and receives all income and other payments and distributions on account of the assets of the Fund; makes disbursements on behalf of the Fund; settles purchases and sales and engages in other transactions with respect to the securities; and forwards to the Fund certain notices relating to the securities held as well as information regarding ownership rights pertaining to such securities. The Custodian neither determines the Fund’s investment policies, nor decides which securities the Fund will buy or sell. For its services, the Custodian receives a mutually agreed upon fee. The Fund may also establish one or more subsidiary entities to help facilitate investments in certain foreign countries, particularly with respect to settlement and tax matters. The Fund is not committed to continue its relationship with the Custodian for any minimum period and may, in its sole discretion, engage other custodians from time to time.

CLASSES OF UNITS OFFERED The Fund currently offers three classes of Units (the “Classes”): (1) the Core Refundable Reserve Fee Class, (2) the Zero Base Refundable Reserve Fee Class, and (3) the Base Refundable Reserve Fee Class. As described below, the Classes have different terms regarding the minimum initial investment and the Management Fee. The Management Fee is comprised of a Base Fee and a Refundable Reserve Fee. The General Partner may waive any minimum initial investment or minimum subsequent transaction amount.

Minimum Initial Investment

Core Refundable Reserve Fee Class $20 million in the Fund

Zero Base Refundable Reserve Fee Class $100 million in the Fund

Base Refundable Reserve Fee Class $5 million in the Fund, except that the minimum initial investment is $1 million in the Fund for eligible investors whose association with Orbis is managed by certain types of authorized third parties with whom Orbis has agreed a consultancy-based servicing model for these investors’ accounts.

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Minimum Subsequent Transaction Amount

Core Refundable Reserve Fee Class $250,000

Zero Base Refundable Reserve Fee Class $250,000

Base Refundable Reserve Fee Class $250,000

Base Fee

Core Refundable Reserve Fee Class The Class pays a base fee at a daily compounded rate equivalent to an annual rate of:

• 0.45% on the first $100 million invested by the Limited Partner,

• 0.40% on the next $100 million,

• 0.35% on the next $200 million, and

• 0.30% on amounts in excess of $400 million.

Zero Base Refundable Reserve Fee Class None.

Base Refundable Reserve Fee Class The Class pays a base fee at a daily compounded rate equivalent to an annual rate of 0.60%.

Refundable Reserve Fee

Core Refundable Reserve Fee Class 25% (as a percentage of outperformance)

Zero Base Refundable Reserve Fee Class 33% (as a percentage of outperformance)

Base Refundable Reserve Fee Class 25% (as a percentage of outperformance)

A Limited Partner who holds Units in the Zero Base Refundable Reserve Fee Class may not hold any other Class or series in any collective investment vehicle managed by Orbis (an “Orbis Fund”) offering the same investment strategy as this Fund, if such other Class or series bears a different fee from that borne by the Zero Base Refundable Reserve Fee Share Class. Further information on the Base Fee and the Refundable Reserve Fee (collectively, the “Management Fee”) is set forth below.

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MANAGEMENT FEE Principles of the Management Fee Each Class of the Fund pays a fee (the “Management Fee”), which is comprised of a Base Fee and a Refundable Reserve Fee (except for the Zero Base Refundable Reserve Fee Class, which pays no Base Fee). The Management Fee is designed to, among other things, reward Orbis for superior performance or penalize Orbis for under-performance in equal measure. Key principles shaping the Management Fee’s design are:

• Alignment with Limited Partners’ Interests. The Management Fee is highly dependent on the investment performance achieved for Limited Partners of the Fund.

• Dependence on Value-added Performance. The performance fee portion of the Management Fee varies based on the value added or detracted by Orbis, as represented by the performance of the Class compared with that of the Benchmark, not general stock-market returns. In addition, Orbis has designed the performance fee portion of the Management Fee to be calculated independently for each Limited Partner. This fee structure enables each Limited Partner to pay a fee based on the Fund’s unique value added for that Limited Partner.

• Long-term Orientation. The Fund’s Management Fee is designed to be long-term oriented in that it allows the Limited Partner to recoup a portion of performance fees paid in a given period if underperformance occurs in subsequent periods.

Features of the Management Fee There are three key features of the Management Fee:

1. Base Fee. The amount of the Base Fee for each Class is set forth above in the Base Fee table. The Base Fee will be calculated by applying a rate based on each Limited Partner’s total amount invested in the Fund and in share classes of other Orbis Funds bearing the same fee as that of the Limited Partner’s Units in this Fund. That total amount will be the value, on the relevant Orbis Fund’s prior dealing day after any subscriptions or redemptions, of any Orbis Fund units, interests or shares of which the Limited Partner is the registered owner aggregated with the value of the Limited Partner’s capital account. The Base Fee will be calculated by applying the rate to each Limited Partner’s capital account balance, on the prior Dealing Day after any subscriptions and redemptions.

2. Refundable Reserve Fee. Each Class pays a performance fee (the “Refundable Reserve Fee” or

“Performance Fee”) of 25% (33% for the Zero Base Refundable Reserve Fee Class) of outperformance against the Benchmark, which is refundable to the Limited Partner at the same rate if the superior performance is subsequently lost. The Performance Fee is calculated independently for each Limited Partner. Rather than being paid to Orbis in full as it is earned, the Performance Fee first accrues in a fee reserve (the “Fee Reserve”). The Fee Reserve Partner’s draw on the Fee Reserve occurs according to the schedule described in the Payment Structure section below.

3. Payment Structure. The Fee Reserve Partner’s draw on the Fee Reserve is capped at the following

annualized rates:

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For the Core Refundable Reserve Fee Class and the Base Refundable Reserve Fee Class

Performance Fee Caps (1)

Cap Total value of the associated Fee Reserve balance (including those resulting from returns in this Earning Period (defined below))

Performance Fee draw to Orbis on a Dealing Day

1st Cap 3% or less of the Limited Partner’s capital account balance

None

2nd Cap Greater than 3% and less than or equal to 7% of the Limited Partner’s capital account balance

Capped at an annualized rate of 1% of the Limited Partner’s capital account balance for the Earning Period

3rd Cap Greater than 7% of the Limited Partner’s capital account balance

Capped at a further annualized rate of 1% of the Limited Partner’s capital account balance for the Earning Period (2)

1 For a particular Dealing Day. 2 This amount is in addition to the 1% annualized fee under the second cap, meaning that, subject to

any Early Realization, the maximum Performance Fee that Orbis can draw is capped at an annualized rate of 2%.

For the Zero Base Refundable Reserve Fee Class

Performance Fee Caps (1)

Cap Total value of the associated Fee Reserve balance (including those resulting from returns in this Earning Period)

Performance Fee draw to Orbis on a Dealing Day

1st Cap Greater than 0% but less than or equal to 3% of the Limited Partner’s capital account balance

Capped at an annualized rate of 0.75% of the Limited Partner’s capital account balance for the Earning Period

2nd Cap Greater than 3% and less than or equal to 7% of the Limited Partner’s capital account balance

Capped at a further annualized rate of 1% of the Limited Partner’s capital account balance for the Earning Period (2)

3rd Cap Greater than 7% of the Limited Partner’s capital account balance

Capped at a further annualized rate of 1% of the Limited Partner’s capital account balance for the Earning Period (3)

1 For a particular Dealing Day. 2 This amount is in addition to the 0.75% annualized fee under the first cap. 3 This amount is in addition to the amounts under the first and second caps, meaning that, subject to

any Early Realization, the maximum Performance Fee that Orbis can draw is capped at an annualized rate of 2.75%.

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Early Realization of the Performance Fee When a Limited Partner redeems all or a portion of its capital, or a distribution is paid and not reinvested by that Limited Partner or in the event of the Fund’s liquidation, any associated value reflected in the Fee Reserve Partner’s capital account will be proportionally paid to the Fee Reserve Partner (“Early Realization”).

Features of the Performance Fee Refund Unlike a traditional performance fee, the Performance Fee incorporates an offsetting refund mechanism. Most performance fee structures operate with simple high water marks, which, while eliminating double charging, do not permit an investor to recoup performance fees paid in the event of subsequent underperformance.

• Establishment of the High Water Mark. Rather than being paid to Orbis in full as it is earned, the Performance Fee first accumulates in a Fee Reserve that is drawn according to the schedule described above. The high water mark only attaches after the Fee Reserve has been exhausted.

• Fee Reserve and Refundable Reserve Fee Refund. All accrued Performance Fees are reallocated

from the capital account of the Limited Partner to the Fee Reserve and separately attributed to each Limited Partner. This Fee Reserve, subject to the discussion of fee payments above, will remain invested in the Fund and is available for refund to the Limited Partner in the event of subsequent underperformance. Refunds are made by reallocating amounts from the Fee Reserve back to the capital account of the Limited Partner. This provides the Limited Partner with some downside protection in the event of future inferior performance. In addition, while fee accrual reallocations into the Fee Reserve are uncapped, cash payments from the Fee Reserve to Orbis are capped as described in Payment Structure above. Once fees are paid out from the Fee Reserve to Orbis, they are no longer subject to refund.

In consideration for the services provided to the Fund, the General Partner and the Portfolio Manager each receive a portion of the Base Fee. The Fee Reserve Partner is entitled to draw from the Fee Reserve subject to the outperformance thresholds and payment caps described below. Amounts drawn by the Fee Reserve Partner from its capital account are not subject to refund. The Fee Reserve Partner and the General Partner, and the Units they hold, will not accrue or pay any Base or Performance Fee. The allocation of the Management Fee (between the General Partner and the Portfolio Manager) shall be agreed between the General Partner and Portfolio Manager from time to time.

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The mechanics of the Performance Fee and refund mechanism are illustrated and summarized below. For the Core Refundable Reserve Fee Class and the Base Refundable Reserve Fee Class

For the Zero Base Refundable Reserve Fee Class

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Performance Fee Calculations The Performance Fee is accrued to the Fee Reserve on each Dealing Day in an amount equal to 25% (33% for the Zero Base Refundable Reserve Fee Class) of the positive difference between the return on each Limited Partner’s capital account and that of an equivalent investment in the Benchmark calculated for the period commencing on the immediately prior Dealing Day and concluding on that Dealing Day (the “Earning Period”). For the purposes of determining and accruing the Performance Fee, the positive difference shall be the change in value of the relevant Limited Partner’s capital account, adjusted to account for all income earned and expenses incurred or accrued, including the Base Fee, but excluding the Performance Fee, the effect of any Performance Fee Refund, and the effect of any redemptions by the Limited Partner and any other distributions by the Class. The Performance Fee is applied against the value of the Limited Partner’s capital account on each Dealing Day. If outperformance is subsequently lost, the Performance Fee will be refunded from the Fee Reserve at a rate of 25% (33% for the Zero Base Refundable Reserve Fee Class) of the lost outperformance (the “Performance Fee Refund”). The Performance Fee Refund will be made by reallocating an amount equal to the Performance Fee Refund from the Fee Reserve back to the Limited Partner’s capital account. The total Performance Fee Refund will be limited to the balance in the associated Fee Reserve. If any value remains in the Fee Reserve after the applicable Performance Fee Refund has been paid for that Earning Period, it will be paid to the Fee Reserve Partner, but to no greater extent than would result in a total payment to the Fee Reserve Partner of the relevant fee cap for the Earning Period. For the avoidance of doubt, on any Dealing Day, (i) any positive Fee Reserve will be reallocated to the Limited Partner to the extent of any Performance Fee Refund for that period, and then, (ii) to the extent of any remaining balance, Refundable Reserve Fee payments will be made to the Fee Reserve Partner within the fee cap limits. The Fee Reserve may be transferred only with the prior consent of the General Partner.

Treatment of a Fully Depleted Fee Reserve In the event that underperformance fully depletes the Fee Reserve, any subsequent underperformance will be tracked in a separate loss recovery memorandum account for each Limited Partner and such relative losses will have to be recovered before any Performance Fee is accrued to the Fee Reserve Partner’s capital account. No Performance Fee Refund would be applicable during any period in which relative losses are being tracked in a loss recovery memorandum account, including on the full or partial redemption by a Limited Partner of its capital. Switches All or a pro rata portion of the Fee Reserve balance or the loss recovery memorandum account attributable to a Limited Partner may be transferred and become attributable to another share class or series of a share class in another Orbis Fund if a Limited Partner chooses to switch between Orbis Funds. For the Core and Zero Base Refundable Reserve Fee Classes, any such transfer is subject to the Refundable Reserve Fee structure being of the same type and the Limited Partner meeting relevant eligibility requirements. For the Base Refundable Reserve Fee Class, Limited Partners who later meet the eligibility requirements for another Refundable Reserve Fee Class may choose to switch their holdings to another share class and transfer their existing attributable Fee Reserve balance or loss recovery memorandum account to that other share class, subject to approval by the General Partner.

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SALES CHARGES AND EXPENSES The Fund bears its own expenses such as investment expenses (e.g. brokerage commissions and interest expenses), legal expenses, accounting, auditing and tax preparation expenses. A portion of the Fund’s expenses may be shared with other investment entities or accounts managed by Orbis on an equitable basis. The General Partner has agreed that for the current calendar year, except for specified exclusions, operating expenses attributable to the Fund will be capped at the rate of 0.15% per annum. The cap will be automatically extended for further successive one-year periods unless the General Partner notifies the Limited Partners that the cap will not continue at least three months prior to the expiry of the term, as extended. The General Partner will meet expenses incurred in excess of the cap and will not seek reimbursement from the Fund. The operating expenses that are capped are all expenses excluding the Management Fee, the cost of buying and selling assets, interest and brokerage charges. Expenses incurred by the Portfolio Manager and the General Partner in the operation of their respective businesses (e.g., salaries, office space and utilities, telephone and computer equipment and services), are borne by such parties and not separately recovered from the Fund. Orbis has adopted a policy of refusing any “soft dollar credits” from brokers for the payment of third party non-brokerage and research services unless such credits fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. A portion of research and brokerage expenses may be paid for using such credits (i.e., commission dollars and transaction fees generated through the execution of transactions for the Fund). See “Trade Allocations and Brokerage Commissions.” With the exception of the Substantial Cash Transaction Levy described below, there are no sales or transaction charges on subscriptions or redemptions. Substantial Cash Transactions. Where the Fund receives a cash subscription or redemption request in an amount representing 5% or more of the Fund’s net asset value, calculated on the Dealing Day on which the transaction is processed before giving effect to such transaction (but after giving effect to any transactions in kind of securities on that Dealing Day), the Fund may levy a transaction fee of 0.50% of the value of that subscription or redemption (the “Substantial Cash Transaction Levy”). For purposes of the Substantial Cash Transaction Levy, multiple cash subscriptions or redemptions requests made by one Partner over a five Business Day period will be aggregated. The Substantial Cash Transaction Levy represents Orbis’ estimate of the fiscal and purchase charges and related market impact that would be incurred if the Fund were to increase or decrease its underlying investments pro rata to allow for the transaction. The Substantial Cash Transaction Levy payable by any investor may be waived or modified by the General Partner in its sole discretion. The Substantial Cash Transaction Levy will not be applied to any subscription or redemption request in an amount that is equal to or less than $50 million. For purposes of clarity, in the event a Limited Partner seeks to conduct a transaction in kind of securities, and the General Partner determines that a portion of such transaction cannot be transacted in kind of securities, such as for markets where transactions in kind of securities is not feasible, then such cash portion of that transaction shall not be subject to the Substantial Cash Transaction Levy. Subscriptions and redemptions in securities rather than in cash are not subject to the Substantial Cash Transaction Levy.

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LIMITED PARTNERSHIP AGREEMENT The following outline summarizes the material provisions of the Partnership Agreement of the Fund that are not discussed elsewhere in this Private Placement Memorandum. This outline is not definitive and each prospective Limited Partner of the Fund should carefully read the Partnership Agreement in its entirety. Management. Matters pertaining to the organizational and operational management of the Fund as a partnership are vested exclusively in the General Partner. The Limited Partners (including the Fee Reserve Partner) will have no part in the management of the Fund and will have no authority or right to act on behalf of the Fund in connection with any matter. The General Partner and any of its affiliates, may engage in any other business venture and neither the Fund nor any Limited Partner will have any rights in or to such ventures or the income or profits derived therefrom. The Partnership Agreement does not require the General Partner or any director, officer or employee of the General Partner to devote all or any specified portion of their time to managing the affairs of the Fund, but only to devote so much of their time as in their good faith judgment the conduct of such business shall reasonably require. The Partnership Agreement for the Fund does not prohibit the General Partner or its affiliates, directors, officers and employees from engaging in any other existing or future business if such activity does not materially interfere with the business of the Fund or conflict with the obligations of the General Partner under the Partnership Agreement. Future activities by such persons may give rise to additional demands on the time of such persons. Exculpation. The Partnership Agreement provides that the General Partner and any of its directors, officers, stockholders, employees, agents or legal representatives or any employee, agent or legal representative of any of them (collectively “Affiliates”) shall not be liable to any Limited Partner or the Fund for mistakes of judgment or for action or inaction which said person reasonably believed to be in the best interests of the Fund (unless such mistake, action or inaction constitutes gross negligence, willful misconduct, fraud, dishonesty or any intentional and material breach of the Partnership Agreement), or for losses due to the mistakes of judgment, the action or inaction or the negligence, dishonesty or bad faith of any broker or other agent of the Fund, provided that such broker or other agent was selected, engaged or retained by the Fund with reasonable care. The General Partner or an Affiliate may consult with counsel and accountants in respect of Fund affairs and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided they have been selected with reasonable care. The federal securities laws impose liabilities under certain circumstances, even on persons who act in good faith and neither the exculpation nor indemnification (described below) provisions of the Partnership Agreement constitute a waiver or limitation of any rights which a Limited Partner may have under federal securities laws. Indemnification. The Partnership Agreement provides that the Fund will indemnify and hold harmless the General Partner and each of its Affiliates (an “Indemnified Party”) from and against any loss or expense suffered or sustained by it by reason of the fact that it is or was a general partner of the Fund or an Affiliate, including without limitation any judgment, fine, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding, provided that such loss or expense resulted from a mistake of judgment on the part of the Indemnified Party or from action or inaction which the Indemnified Party reasonably believed to be in the best interests of the Fund (unless such mistake, action or inaction constitutes gross negligence, willful misconduct, fraud, dishonesty or any intentional and material breach of the Partnership Agreement). The Partnership Agreement also provides that the Fund will advance to any Indemnified Party reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of such conduct

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provided that no such advance shall be made by the Fund if the action is being brought solely by a majority in interest of the unaffiliated Limited Partners. In addition, the Partnership Agreement provides that the Indemnified Party agrees to reimburse the Fund to the extent that it is determined that the Indemnified Party was not entitled to indemnification. For purposes of clarity, the Partnership Agreement does not impose an obligation on a Limited Partner to indemnify directly another Partner, inclusive of the General Partner. For the further avoidance of doubt, all Fund assets are subject to claims for indemnification. Capital Accounts. Each Partner of the Fund has a capital account established on the books of the Fund that will be credited with its capital contributions. A Partnership Percentage (as hereinafter defined) is determined for each Partner for each accounting period by dividing the amount of its capital account as of the beginning of such accounting period by the aggregate capital accounts of all Partners of the Fund as of the beginning of such accounting period. Each Partner’s capital account is increased to reflect any additional capital contributions made by such Partner and its share of net capital appreciation of the Fund’s assets and is decreased to reflect redemptions of capital and such Partner’s share of net capital depreciation of the Fund’s assets. No Limited Partner will be required or obligated at any time to contribute any additional amount to its capital account. Limited Partners may, with the consent of the General Partner, make additional capital contributions on a Dealing Day or at such other times as the General Partner shall determine, in its sole discretion. Allocation of Gains and Losses. At the end of each “accounting period,” any “net capital appreciation” or “net capital depreciation” of the Fund is allocated to its Partners in proportion to each Partner’s capital account at the beginning of such “accounting period” (referred to herein as a Partner’s “Partnership Percentage”); provided, however, that any allocations with respect to Management Fees shall be made as described in Management Fees above and that net capital appreciation and net capital depreciation from “new issues,” as defined in the Financial Industry Regulatory Authority (“FINRA”) Rule 5130, or any successor provision thereto (“Rule 5130”), will be allocated only to Partners eligible to participate therein pursuant to Rule 5130 and FINRA Rule 5131. Each accounting period closes at the close of business on the earlier of (a) a Dealing Day, (b) the date when the Fund dissolves or (c) such other date as may be determined in the sole discretion of the General Partner. Each subsequent accounting period commences immediately after the close of the next preceding accounting period. “Net capital appreciation” refers to the increase in the value of the Fund’s net assets, including unrealized gains, from the beginning of each accounting period to the end of such accounting period. “Net capital depreciation” refers to the decrease in the value of the Fund’s net assets, including unrealized losses, from the beginning of each accounting period to the end of such accounting period. In the event that the General Partner determines that, based upon tax or regulatory reasons, or any other reason as to which the General Partner and a Limited Partner agree, such Partner should not participate in the net capital appreciation or net capital depreciation, if any, attributable to trading in any security, or type of security or to any other transaction, the General Partner may allocate such net capital appreciation and net capital depreciation only to the capital accounts of the Partners to whom such reasons do not apply. In addition, if for any of the reasons described above, the General Partner determines that a Partner should have no interest whatsoever in a particular security, type of security or transaction, the General Partner may

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set forth the interests in any such security in a separate memorandum account and the net capital appreciation and net capital depreciation for each such memorandum account shall be separately calculated. Tax Allocations. For each fiscal year, items of income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Partners in such a manner as to equitably reflect amounts credited or debited to each Partner’s capital account for the current and prior fiscal years (or relevant portions thereof). Allocations shall generally be made pursuant to the principles of Section 704 of the Internal Revenue Code of 1986, as amended and in conformity with Treasury Regulations (the “Regulations”) Sections 1.704-1, 1.704-2 and 1.704-3 promulgated thereunder, as applicable, or successor provisions to such Section and Regulations. Notwithstanding anything therein or herein to the contrary, in the event a Partner redeems all or part of the balance in its capital account, the General Partner, in its sole discretion, may specially allocate an amount of the Fund’s ordinary income/loss and/or capital gain/loss (including short-term capital gain/loss) for U.S. federal income tax purposes to a redeeming Partner to the extent that the Partner’s capital account exceeds such Partner’s U.S. federal income tax basis, or such Partner’s U.S. federal income tax basis exceeds such Partner’s capital account. No assurance can be given that, if the General Partner makes such a special allocation, the Internal Revenue Service (the “IRS”) will accept the allocation. If the allocation is successfully challenged by the IRS, the Fund’s income/gains or losses allocable to the remaining Limited Partners would be increased or decreased, as the case may be. Each Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof) shall be determined in accordance with the Partner’s capital in the Fund (determined by taking into account all facts and circumstances) if (i) the Partnership Agreement does not provide as to the Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof), or (ii) the allocation to a Partner under the Partnership Agreement of income, gain, loss, deduction or credit (or item thereof) does not have substantial economic effect. Redemptions of Capital; Withdrawal as a Limited Partner. Subject to the limitations set forth below, each Partner (other than the Fee Reserve Partner) has the right to redeem any portion of its capital account and each Limited Partner has the right to withdraw as a Limited Partner, on each Dealing Day. To do so, a redemption form must be received by the Fund by 4:00 pm EST one Business Day prior to the requested Dealing Day (or by 4:30 pm EST on the requested Dealing Day in the case of an application by another Orbis Fund). Payment of the amount redeemed will be made as soon as practicable (generally within ten Business Days of the relevant Dealing Day) having regard to market conditions and the aggregate amount of redemptions on such Dealing Day relative to the size of the Fund. To the extent such payment to a redeeming Limited Partner is net of the amount of any liquidation and other expenses (but excluding any taxes withheld or Substantial Cash Transaction Levy imposed) incurred by the Fund that are directly attributable to redemptions from the Fund by multiple Partners on the relevant Dealing Day, such amount shall not exceed such Limited Partner’s pro rata share of such expenses. Where some redemptions are cash and others are in specie the pro rata allocation shall be calculated by reference to each group of Partners redeeming, grouped by the nature of their redemption. Notwithstanding the foregoing, if a Limited Partner is redeeming its capital account in its entirety, the Limited Partner may request to have its redemption request fulfilled within ten Business Days of the relevant Dealing Day, regardless of market conditions and the aggregate amount of redemptions on such Dealing Day (a “Special Complete Redemption”). The General Partner may, in its sole election, pay a Special Complete Redemption in securities or in cash, but in either event must pay such Special Complete Redemption within ten Business Days of the relevant Dealing Day.

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In the event the Fund fails to pay a Special Complete Redemption within ten Business Days of the relevant Dealing Day, the General Partner hereby agrees to irrevocably instruct the Custodian to immediately deliver to, or to the order of, the redeeming Limited Partner a pro rata amount of each of the Fund’s securities that is capable of being delivered to the redeeming Limited Partner, in fulfillment of the Special Complete Redemption. With respect to any of the Fund’s securities that the Custodian cannot deliver to, or to the order of, the redeeming Limited Partner under a Special Complete Redemption (the “Non-Transferrable Securities”), the Limited Partner will be deemed to have requested payment in cash for the redeeming Limited Partner’s pro rata portion of the Non-Transferrable Securities and other Fund assets (subject to adjustment for the liabilities of the Fund), and the Non-Transferrable Securities and other Fund assets will not be deemed part of the Special Complete Redemption. Payment in cash for the Non-Transferrable Securities and other Fund assets (subject to adjustment for the liabilities of the Partnership) shall be made by the General Partner as soon as practicable (generally within ten (10) Business Days) having regard to market conditions and aggregate redemptions on that date. In the event of the bankruptcy, insolvency, termination or dissolution of the General Partner or the giving of notice of a withdrawal by the General Partner as the general partner of the Fund, the Limited Partners shall receive notice of such event and may, upon written notice delivered to the Fund (“Limited Partner Notice”) within 30 days after such notice regarding the General Partner has been received, elect to withdraw from the Fund concurrently with the General Partner. Notwithstanding the foregoing, if the General Partner determines that the aggregate amount of capital to be redeemed pursuant to Limited Partner Notices is significant, the General Partner may, in its sole discretion, elect to commence the orderly liquidation of the Fund. Upon such occurrence, the Limited Partner Notices shall be null and void and all Partners will receive their pro rata portion of the proceeds resulting from the liquidation of the Fund pursuant to the terms of the Partnership Agreement. Required Redemptions. As set forth in the Partnership Agreement, the General Partner may require any Limited Partner to redeem all or any part of its capital account in cash or in-kind upon seven (7) days’ prior written notice under certain conditions, such as if litigation is commenced or threatened against the Fund or any Partners arising out of, or relating to, the participation of such Limited Partner in the Fund. In the event a Limited Partner is required to redeem all of its capital account under these conditions, and such redemption would have otherwise been subject to the Substantial Cash Transaction Levy, such redemption shall be subject to the lesser of (i) the Substantial Cash Transaction Levy or (ii) the transaction costs and negative market impact on the Fund associated with such redemption, as determined by the General Partner in its reasonable discretion, but subject to the restrictions set forth in the remainder of the Partnership Agreement. Suspension of Redemptions. Except in the instance of a Special Complete Redemption, the General Partner, by written notice to the Limited Partners, may suspend the right of redemption, in whole or in part, (i) during the existence of any state of affairs as a result of which, in the opinion of the General Partner acting reasonably, disposal of investments by the Fund or the determination of its net asset value, would not be reasonably practicable or would be seriously prejudicial to the non-redeeming Partners, (ii) during any breakdown in the means of communication normally employed in determining the price or value of the Fund’s assets or liabilities, or of current prices in any stock market, or when for any other reason the prices or values of any assets or liabilities of the Fund cannot reasonably be promptly and accurately ascertained, or (iii) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the General Partner acting reasonably, be effected at normal rates of exchange. In addition, the General Partner, by written notice to any Limited Partner, may suspend payment of redemption proceeds to such Partner if the General Partner reasonably deems it necessary to do so to comply with anti-

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money laundering or anti-terrorist financing laws and regulations applicable to the Fund, the General Partner, the Portfolio Manager or their affiliates, subsidiaries or associates or any of the Fund’s other service providers. Assignability of Limited Partner’s Units. A Limited Partner may not assign, pledge, rehypothecate or transfer its Units in whole or in part, except by operation of law, nor substitute any other person as a Limited Partner, without the prior written consent of the General Partner. Notwithstanding the foregoing, the General Partner shall not unreasonably withhold consent from a Limited Partner that seeks to assign, pledge, rehypothecate or transfer its Units to a transferee that is a wholly owned subsidiary of the transferor Limited Partner or to the sole equity holder of such transferor Limited Partner. The Limited Partners have not been and will not be, granted the right to require the registration of the Units under the 1933 Act or any state securities laws and the Fund has no intention to so register the Units. Report to Partners. The auditors of the Fund (selected by the General Partner) will audit the Fund’s books and records as of the end of each fiscal year. Generally, within six weeks after each such audit date, the Fund prepares and makes available to its Partners, together with the report prepared by the Fund’s accountants, the Fund’s audited financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). At the end of each fiscal year, to the extent applicable, the Partners will be furnished certain tax information for preparation of their tax returns. At the end of each month, the Fund prepares and distributes to each Limited Partner an unaudited report setting forth, as of the end of such month, the net capital appreciation or net capital depreciation of the Fund for such month, such Partner’s capital account and such Partner’s Partnership Percentage. Valuation of Fund Assets. The valuation of the Fund’s assets and liabilities is determined by the General Partner as of each Valuation Day. All securities shall be valued at the closing or last price or the mean between the lowest available dealing offered price and the highest available dealing bid price, as determined by the General Partner. The General Partner may delegate certain responsibilities for making valuation determinations to its affiliates or to third-parties, subject to the General Partner being responsible therefor. See the section “Administrator” above for further information. All valuations will be calculated by reference to the prices appearing to the General Partner to be the latest available on the principal securities market for such securities at 4:30 pm New York time on the date of determination, provided that if the General Partner in its discretion considers that the prices ruling on an approved market other than the principal securities market provide in all the circumstances a fairer criterion of value in relation to any such investment, the General Partner may adopt such prices. As of any Dealing Day, unless reasonably necessary to meet a regulatory obligation in a specific jurisdiction, the same securities of a specific issuer shall be valued, for the purpose of determining each fund’s net asset value, consistently across the Fund and all Orbis Funds that are subject to fair valuation in accordance with Orbis’ fair valuation principles and that also have (i) a Dealing Day on the same day as the Fund and (ii) the same time of day for valuation as the Fund (e.g., 4:30 pm New York time), unless the General Partner provides promptly after such valuation written notice to each of the Limited Partners of such differences in valuation, together with a narrative summary describing such different valuations and the reasons for such different valuations. The preceding sentence shall not apply to the extent that an Orbis Fund elects to not seek to fair value a security because such change in valuation would be immaterial to such Fund. As a general principle, all Orbis funds in the Orbis international equity strategy are expected to be subject to Orbis’ fair valuation principles, subject to reasonable exceptions for market practice and/or regulatory reasons.

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The assets and liabilities of the Fund at any date will be determined on the accrual basis of accounting utilizing U.S. GAAP as a guideline. If and whenever the quoted listed or available price of a security is a single price, such price will be taken as the mean between the lowest available market dealing offered price and the highest available market dealing bid price. The value of any cash on hand or on deposit, bills, demand notes, accounts receivable, prepaid expenses, cash dividends and interest declared or accrued and not yet received will be deemed to be the full amount thereof, unless the General Partner shall have determined that any such deposit, bill, demand note or account receivable is not worth the full amount thereof in which event the value thereof will be deemed to be such value as the General Partner shall deem to be the reasonable value thereof. The Partnership Agreement provides further details on the valuation of other securities and investments. Valuation of assets not specifically described in the Partnership Agreement shall be as determined in the sole reasonable discretion of the General Partner. The General Partner reserves the right to change the valuation methodology described in the Partnership Agreement to any other commercially reasonable methodology. Notwithstanding the foregoing, if in the reasonable judgment of the General Partner due to market, regulatory, or other factors, the valuation of any securities or other property pursuant to the rules above does not fairly represent its market value, it may require that such security be separately valued. The General Partner may suspend the calculation of the Fund’s net asset value under the same circumstances as it may suspend the redemption of Units by Limited Partners, even where the General Partner has chosen not to suspend redemption rights. Purchases of “New Issues.” From time to time the Fund may purchase equity securities in initial public offerings. Financial Industry Regulatory Authority (“FINRA”) Rule 5130, or any successor provision thereto (“Rule 5130”), covers all initial public offerings of public equity securities (“New Issues”) and provides a definition of persons that are restricted from participating in New Issues (“Restricted Persons”). Restricted Persons include FINRA members, other broker-dealers and their affiliates, certain personnel of broker-dealers, certain finders and fiduciaries and portfolio managers of certain entities and accounts, including collective investment accounts (which include hedge funds). Rule 5130 permits a collective investment account (the “account”), such as the Fund, that desires to purchase New Issues to segregate the interests of Restricted Persons from non-Restricted Persons so that Restricted Persons do not participate in New Issues purchased by the account. However, FINRA did not prescribe a particular manner for segregating such interests. The Fund may utilize such “carve-out” mechanisms as are necessary to comply with Rule 5130 to permit the Fund to participate in New Issues without allowing Restricted Persons to benefit therefrom. The Fund may charge interest to the Partners participating in New Issues and such interest will be credited to all of the Partners in the Fund in accordance with their capital accounts as of the beginning of the accounting period. Rule 5130 contains a de minimis exemption to accommodate accounts with only a small percentage of Restricted Persons. This exemption will permit an account to purchase New Issues without employing the carve-out mechanisms described above if Restricted Persons, in the aggregate, own less than 10% of the account. In addition, FINRA Rule 5131(b) restricts allocating shares of New Issues under certain conditions to any account in which an executive officer or director of a public company or a covered non-public company, or a person materially supported by such executive officer or director, has a beneficial interest. If the General

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Partner determines that a Limited Partner is a covered person under FINRA Rule 5131(b), the General Partner may utilize mechanisms to exclude such Limited Partner from participating in such New Issue. The procedures and policies of the Fund regarding New Issues may be changed from time to time in the General Partner’s sole discretion, including based upon the General Partner’s evaluation of FINRA rules and relevant interpretations. Public Disclosure of Limited Partners. None of the Fund, the General Partner, the Portfolio Manager or any of their respective affiliates, agents or representatives shall issue any press release or other public disclosure using the name of any Limited Partner, such Limited Partner’s direct and indirect equityholders or any of their affiliates (whether in connection with the Fund or otherwise) without obtaining such Limited Partner’s prior consent. Nothing in the immediately preceding sentence shall prevent any disclosure of the name of the Limited Partner or its affiliates (a) in any financial statements or reports distributed to the Partners or any side letter, or in any other communications with Limited Partners to the extent that the General Partner reasonably determines such disclosure to be appropriate in connection with the Fund’s activities or (b) to the extent required by applicable laws, rules or regulations, including any money laundering or anti-terrorist laws, rules or regulations, or pursuant to a governmental request or (c) if required by a trading counterparty or service provider of the Fund as part of a know-your-client process, anti-money laundering process, or similar process, provided that such counterparty or service provider is subject to confidentiality obligations substantially similar to those set out in the Partnership Agreement. For the avoidance of doubt, the foregoing shall not prohibit the General Partner or the Fund from including the Limited Partner’s name in any securities filing or other disclosure to any regulatory body. Amendments to Partnership Agreement. The Partnership Agreement may be modified or amended at any time and from time to time by the General Partner sending not less than sixty (60) days’ prior written notice thereof to each Limited Partner; provided, however, that without the specific written consent of a majority in interest of the affected Limited Partners, no modification or amendment to the Partnership Agreement may (a) reduce the capital account of any Partner or its rights of allocation, contribution or redemption, (b) increase the amount paid to the Portfolio Manager, (c) amend the provisions of the Partnership Agreement relating to amendments or (d) amend the investment restrictions of the fund unless (i) the General Partner reasonably determines that amendments to the investment restrictions are reasonably necessary for the Fund to comply with the laws and regulations of countries where interests in the Fund are offered or sold or (ii) the amendments to the investment restrictions are substantially similar to the investment restrictions of (or proposed amendments thereto) Orbis SICAV International Equity Fund or another Orbis Fund in the international equity strategy that has a Board of Directors or similar governing body that includes independent directors. Furthermore, the General Partner shall not amend the investment restrictions to permit the Fund to invest in or hold securities of a corporation or other entity that has a governing body similar to a board of directors to which are attached more than thirty percent of the votes that may be cast to elect or remove the members of the board of directors, board of managers or similar governing body of such corporation or other entity (the “30% Rule”), without the specific written consent of each Limited Partner that would incur negative tax, regulatory or other similar consequences if the Partnership were to exceed the 30% Rule. Notwithstanding the foregoing, the Partnership Agreement may be amended at any time solely upon the written consent of the General Partner for the purpose of: (a) reflecting new Partners; (b) changing the name of the Fund or the location of its office; (c) creating and admitting one or more additional classes or series of Partners or Units; (d) correcting ambiguities, inconsistencies or incompleteness in the Partnership Agreement; (e) conforming the Partnership Agreement and Fund operations to federal or state tax, legal, securities or other requirements or regulations, including amendments necessary to preserve the Fund’s qualification to be taxed as a partnership, to preserve the Fund’s eligibility to purchase New Issues and to prevent the Fund from in any manner being deemed an “investment company” subject to the provisions of the 1940 Act; (f) reflecting changes validly made in the membership of the Fund and the capital subscriptions

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and Units of the Partners; (g) making a change in any provision of the Partnership Agreement that requires any action to be taken by or on behalf of the General Partner or the Fund pursuant to applicable Delaware law if the provisions of applicable Delaware law are amended, modified or revoked so that the taking of such action is no longer required; and (h) effecting such other amendments as may be deemed by the General Partner to be necessary and/or desirable to conduct the Fund’s business and not adverse in any material respects to the interests of existing Limited Partners. Partner Liability. The General Partner generally has unlimited liability for Fund obligations to third parties not otherwise satisfied by the Fund. A Limited Partner is not liable for Fund obligations except to the extent of its capital in the Fund in the fiscal year (or portion thereof) to which such debts and obligations are attributable. A Limited Partner or former Limited Partner shall not be obligated to make any additional contributions to the Fund, except that a Limited Partner or former Limited Partner shall be liable to the Fund for an amount not exceeding the aggregate amount of redeemed funds or received distributions to the extent required under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time. Tax Structuring and Information. The Fund shall use reasonable best efforts not to knowingly make any investment in a non-U.S. jurisdiction that would cause any Limited Partner, solely as a result of its status as a limited partner in the Fund, to be required to pay income tax on a net basis in such non-U.S. jurisdiction or to be obligated to file an income tax return in such jurisdiction (other than any form or declaration required to establish the right to a benefit under an applicable tax treaty or an exemption from or reduced rate of withholding). Furthermore, upon request by any Limited Partner, the General Partner shall use commercially reasonable efforts to, at the Limited Partner’s expense, furnish to the Limited Partner any information reasonably necessary to enable the Limited Partner to obtain any available tax refunds, exemptions from withholding, material benefits of any applicable tax treaties or similar relief with respect to any taxes imposed on the Limited Partner as a result of the Fund’s activities or investments so long as complying with any such request for information in connection therewith is not unreasonably burdensome or adverse to the interests of the Fund. Term. The Fund will terminate on the earlier of (i) a determination by the General Partner that the Fund should be dissolved or (ii) subject to the rights of Limited Partners to continue the Fund, the bankruptcy, insolvency, dissolution or termination of status or withdrawal of the General Partner. Death, Disability, etc. of a Limited Partner. In the event of the death, disability, adjudication of incompetency, termination, declaration of bankruptcy, insolvency or dissolution of a Limited Partner, the legal representative of such Limited Partner shall succeed as assignee to the Limited Partner’s Units but shall not be admitted as a substitute Partner without the consent of the General Partner. In the event of the death, disability, incompetency, bankruptcy, insolvency or dissolution of a Limited Partner, the Units of such Limited Partner shall continue until the Dealing Day in respect of which formal notice of redemption is received by the General Partner. Books and Records. The General Partner agrees to make available to any Limited Partner the Partnership Agreement and all amendments thereto and the financial and accounting records and supporting documents pertaining to the Fund that the General Partner maintains during the period the Limited Partner is invested in the Fund and for a minimum of three (3) years thereafter. The foregoing sentence is subject to the Limited Partner providing reasonable advance notice to the General Partner and paying any expenses associated with such inspection. Furthermore, the General Partner in its reasonable discretion may restrict access by Limited Partners to such records and supporting documents, in the event the General Partner determines

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such disclosure could have a material adverse effect on the Fund or any Limited Partner, such as in the event a Limited Partner requests disclosure of the non-public portfolio holdings of the Fund.

PORTFOLIO MANAGEMENT AGREEMENT The Fund has entered into a Portfolio Management Agreement with Orbis Investment Management Limited (the “Portfolio Manager”) to provide portfolio management and other services to the Fund. Terms of the Portfolio Management Agreement include the following: Term and Indemnification. The Portfolio Management Agreement will continue in effect until such time, if any, as (i) the Fund and the Portfolio Manager mutually agree to terminate the Portfolio Management Agreement or (ii) it is terminated unilaterally by the Fund upon not less than sixty (60) days’ written notice to the Portfolio Manager. The Portfolio Management Agreement recognizes that the Portfolio Manager and its affiliates, members, directors, officers and employees may be associated with other investment entities and may engage in investment management for others. Except to the extent necessary to perform its obligations under the Portfolio Management Agreement, the Portfolio Manager and the affiliates, members, directors, officers and employees thereof are not limited or restricted from engaging in or devoting time and attention to the management of any other business, whether of a similar or dissimilar nature, or to rendering services of any kind to any other corporation, firm, individual or association. The Fund will indemnify the Portfolio Manager and each member, director, officer and employee of the Portfolio Manager from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including legal fees) or disbursements of any kind or nature whatsoever (other than those resulting from their own fraud or dishonesty) which may be imposed on, incurred by or asserted against the Portfolio Manager or any member, director, officer or employee of the Portfolio Manager in performing (or assisting the Portfolio Manager in performing) its obligations or duties hereunder. Any payment to be made by the Fund for any such liabilities, obligations, etc., will be made on an “as incurred” basis, provided that any such payment will be repaid in full to the Fund if the recipient of such payment is found by a court of competent authority to have incurred such liabilities, obligations, etc., as a result of their own fraud or dishonesty.

DIRECTORS’ AND OTHER CONFLICTS OF INTEREST

The directors and/or officers of the General Partner and the Investment Manager may be directors and/or officers of other Orbis funds or entities. Directors are expected to act in the best interest of the Orbis fund or entity when undertaking their director duties relative to that Orbis fund or entity, to disclose any conflicts and to recuse themselves from decisions when the conflict warrants.

Orbis and its directors, officers and shareholders are involved in other financial investment and management activities, including managing and advising Orbis and other clients, dealing in securities in which the Fund may invest for Orbis’ own account and on behalf of others and providing seed capital to one or more Orbis funds.

Orbis has a Managing Conflicts of Interest Policy. Policies and procedures established by Orbis to prevent or manage conflicts, such as the Managing Conflicts of Interest Policy, Allocation Policy, Crossing Policy and Personal Account Trading Policy, may not be sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of one or more Orbis funds will be eliminated.

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Orbis employees may have relationships with employees of investors in Orbis funds, employees of companies in which the Orbis funds invest or other individuals whose interests conflict with those of the Fund. Such an employee’s relationship could influence the employee’s decision-making at the expense of the Fund’s interests. The Orbis Managing Conflicts of Interest Policy requires employees to report all potential conflicts. These are reviewed by the members of the Orbis compliance team which, when it is considered necessary, implements controls to mitigate the risk.

Orbis employees may be exposed to the Orbis Fund’s investment information while also being able to trade through personal accounts. There is a risk that, if an employee could place a trade of sufficient size, this would adversely affect the price at which the Fund transacts. Orbis has implemented a Personal Account Trading Policy which requires that employee trading in relevant securities must be pre-approved.

Investments in the Fund by Orbis related parties or by other clients could create an incentive for Orbis to favor one Orbis fund or clients over others. On any given Dealing Day, Orbis related parties may be subscribing for or redeeming interests in the Fund, or may cause another Orbis fund to subscribe or redeem shares of that fund. In so doing, the related party may have access to information pertaining to the Fund or its Partners not available to all Partners, which could result in an advantage for those parties. Such transactions may offset all or some of the subscriptions or redemptions to the Fund by unrelated parties on that day. All such transactions are made at the prevailing Net Asset Value per Unit of the relevant Class of the Fund.

The Fund’s Management Fee may be different from the fee applicable to other Orbis funds. One Orbis entity may receive payments from another Orbis entity and/or its affiliates for services related to the distribution of one or more Orbis funds or financial products offered by its affiliates. These activities may on occasion create a conflict of interest between Orbis’ management of the Fund and other Orbis funds and other roles undertaken by members of Orbis, including an incentive to favor one Orbis fund or client over another. Each member of Orbis will use reasonable efforts to ensure that in undertaking its various duties, any conflicts that arise will be resolved fairly and in the interests of each fund, to the extent it is practical to do so while having regard to its other obligations, including those to other Orbis funds and clients. Orbis follows policies and procedures designed to ensure that conflicts are managed in a manner fair to all parties to whom duties are owed. However, situations may arise where those policies and procedures are not sufficient to prevent actions adverse to the interests of one or more Funds. The Investment Manager pays to certain affiliate companies a fee based on the amount of revenue generated from shares in the Orbis funds owned by “shared clients”. The Investment Manager also pays a fee to an independent third party that directs, where the third party deems it appropriate, its clients’ assets under management into Orbis funds. This fee is limited to an amount not exceeding 0.15% per annum of the total Net Asset Value of shares in the Orbis funds owned by “shared clients”. The fee is paid out of the management fees earned by the Investment Manager and is not an additional expense of any Orbis fund. From time to time, the Fund may, in the ordinary course of business, invest in (i) securities issued by investors in the Fund or other Orbis funds or securities of issuers that are managed, advised or controlled by Orbis or (ii) other funds that invest in securities of issuers that are managed, advised or controlled by Orbis. From time to time, securities of or being dealt in by the members of Orbis or their clients (each a “Connected Party”) may, in the ordinary course of business, be purchased or sold by another Connected Party. Orbis has certain responsibilities with respect to valuing securities (see “Limited Partnership Agreement – Valuation of Fund Assets”). A conflict may arise with respect to this responsibility given the Management Fee to be earned by the Investment Manager is based on such valuations.

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On any issue involving a conflict of interest, the General Partner will be guided by its good faith judgment as to the best interests of the Fund and shall take such actions as are determined by the General Partner to be reasonably necessary or appropriate to eliminate, mitigate, or otherwise address such conflict of interest. The foregoing does not necessarily constitute a comprehensive list of all potential conflicts of interest.

DATA PROTECTION

Where Orbis processes personal data it does so in accordance with the Orbis Privacy Policy. Further information can be found in Partners’ transaction documentation.

CERTAIN RISK FACTORS The Fund may be deemed to be a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. The following does not purport to be a summary of all of the risks associated with an investment in the Fund. Rather, the following describes certain specific risks to which the Fund (and, therefore, the Partners) is subject and with respect to which the General Partner and the Portfolio Manager strongly encourages potential investors to carefully consider and to consult regarding the same with their professional advisors, as they deem necessary. As part of our investment process, we consider tax impacts to the Fund in our investment case for a particular investment. However, we do not actively undertake any specific steps designed to maximize any particular outcome in respect of tax matters. We make no assurance that optimal tax treatment will be achieved in any particular circumstances. Market and Investment Risks Investment and Trading Risks. An investment in the 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 Fund’s investment program will be successful. The Portfolio Manager will be investing substantially all of the Fund’s assets in securities, some of which may be particularly sensitive to economic, market, industry 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 Fund. Non-U.S. Securities. The Fund will invest in securities of non-U.S. issuers. The Fund’s investments in securities and instruments in foreign markets involve substantial risks often not typically associated with investing in U.S. securities. Investments in foreign securities may be adversely affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the United States and abroad) or changed circumstances in dealings between nations. Changes in foreign currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency and thereby will have an impact upon the Fund’s total return on such assets. The Fund may utilize options and forward contracts to hedge against currency fluctuations but there can be no assurance that such hedging transactions will be effective. Investments in foreign securities will also occasion risks relating to political and economic developments abroad, including the possibility of expropriations or confiscatory taxation, limitations on the use or transfer

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of the Fund’s assets and the effects of foreign social, economic or political instability. Foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about such companies. Moreover, foreign companies are not subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for the Fund to obtain or enforce a judgment against the issuers of such securities. Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher on foreign markets than in the U.S. In addition, differences in clearance and settlement procedures on foreign markets may occasionally delay settlement of the Fund’s trades effected in such markets. Repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by the government of an emerging country. Taxation of dividends, interest and capital gains received by non-residents varies among foreign countries and, in some cases, is comparatively high. In addition, some countries have tax laws and procedures that may permit retroactive taxation so that the Fund could in the future become subject to local tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets. Emerging Markets. Certain of the Fund’s investments in foreign securities may be in markets which are considered to be emerging markets. Such markets are generally less mature and developed than those in advanced countries. There are significant risks involved in investing in emerging markets (in addition to the risks of investing in foreign securities identified above), including liquidity risks, sometimes aggravated by rapid and large outflows of “hot money” and capital flight, currency risks, and political risks, including potential exchange control regulations and potential restriction on foreign investment and repatriation of capital. In many cases, such risks are significantly higher than those in developed markets. Emerging market countries have varying laws and regulations and, in some, foreign investment is controlled or restricted to varying degrees. Equity Securities of Growth Companies. A portion of the Fund’s assets may be invested in equity securities of companies that the Portfolio Manager believes have potential for capital appreciation significantly greater than that of the market averages, so-called “growth” companies. The market capitalization of the growth companies in which the Fund will invest may range from small to large capitalizations. Growth stocks are generally more sensitive to market movements than other types of stocks, primarily because their stock prices are based heavily on future expectations. Securities of growth companies may be traded in the over-the-counter (“OTC”) markets. While OTC markets have grown rapidly in recent years, many OTC securities trade less frequently and in smaller volume than exchange-listed securities. The values of these securities may fluctuate more sharply than exchange-listed securities, and the Fund may experience some difficulty in acquiring or disposing of positions in these securities at prevailing market prices. Smaller Cap Issuers. A portion of the Fund’s assets may be invested in issuers with smaller market capitalizations. While, in the Portfolio Manager’s opinion, the securities of smaller-cap issuers may offer the potential for greater capital appreciation than investment in securities of larger-cap issuers, securities of smaller-cap issuers also present greater risks. For example, some smaller-cap issuers have limited product

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lines, markets, or financial resources and may be dependent for management on one or a few key persons. In addition, such issuers may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of smaller-cap issuers generally are more sensitive to changes in earnings expectations, corporate developments and market rumors than are the market prices of larger-cap issuers. Transaction costs in securities of smaller-cap issuers may be higher than in those of large-cap issuers. Undervalued Equity Securities. The Fund’s investment strategy also focuses on investing in companies that the Portfolio Manager believes are undervalued. Opportunities in undervalued equity securities may arise from market inefficiencies or because of a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Derivative Investments. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement may expose the Fund to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies and commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market

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traded by the Fund due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which the Portfolio Manager would otherwise recommend, to the possible detriment of the Fund. Market illiquidity or disruption could result in major losses to the Fund. Counterparty Risk. Some of the markets in which the Fund effects its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. American Depositary Receipts and Global Depositary Receipts. American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by foreign issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a foreign company’s publicly traded securities that are traded on foreign stock exchanges or foreign over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs and foreign companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Money Market Instruments. The Portfolio Manager may invest, for defensive purposes or otherwise, a portion of the Fund’s assets in high quality fixed-income securities, money market instruments and foreign money market mutual funds, or hold cash or cash equivalents in such amounts as the Portfolio Manager deems appropriate under the circumstances. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, repurchase agreements, certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation. However, there can be no assurances that such investments will not be subject to significant risks. Purchasing Securities of Initial Public Offerings. From time to time the Fund may purchase securities that are part of initial public offerings. The prices of these securities may be very volatile. The issuers of these securities may be undercapitalized, have a limited operating history and lack revenues or operating income without any prospects of achieving them in the near future. Some of these issuers may only make available a limited number of shares for trading and therefore it may be difficult for the Fund to trade these securities

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without unfavorably impacting their prices. In addition, investors may lack extensive knowledge of the issuers of these securities. Concentration. Subject to the Portfolio Manager’s risk framework, in the normal course of making investments on behalf of the Fund, the Portfolio Manager may select investments for the Fund that potentially could be concentrated, for example, in a limited number or type of securities or in any one issuer, industry, sector, strategy, emerging market or geographic region. Market conditions may create opportunities within certain investment strategies, which cause the Portfolio Manager to increase the concentration of certain investment strategies. Such concentration of risk may expose the Fund to losses disproportionate to those incurred by the market in general if the areas in which the Fund’s investments are concentrated are disproportionately adversely affected by price movements. General Economic and Market Conditions. The success of the Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund’s investments), trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of the Fund’s investments and the availability of certain securities and investments. Volatility or illiquidity could impair the Fund’s profitability or result in losses. The Fund may maintain substantial trading positions that can be materially adversely affected by the level of volatility in the financial markets — the larger the positions, the greater the potential for loss. Risks Associated with the Fund Dependence on Key Personnel. The success of the Fund will depend upon the ability of the personnel of the Portfolio Manager to maintain investment strategies that achieve the Fund’s investment objectives. The past performance of the Portfolio Manager and its affiliates and the funds it manages are no guarantee of future performance. Limitations on Limited Partner Redemptions and Transfers. As set forth in the Partnership Agreement, a Limited Partner may have restrictions on its ability to redeem all or any portion of its capital account from the Fund. Further, there can be no assurance that the Fund will be able to liquidate investments at the time of such redemption requests at favorable prices. In addition, transfers of Units will be permitted only at the discretion of the General Partner. Accordingly, Units should only be acquired by investors willing and able to commit their funds for an appreciable period of time. A Limited Partner May Be Required to Redeem Its Capital. Under the Partnership Agreement, the General Partner may, at its sole discretion at any time, require any Limited Partner to redeem all or a portion of such Limited Partner’s capital from the Fund upon prior written notice. Such mandatory redemption may create adverse tax and/or economic consequences to the Limited Partner depending on the timing thereof. Limited Partners Do Not Participate in Management. Limited Partners do not participate in the management of the Fund or in the conduct of its business. Moreover, Limited Partners have no right to influence the management of the Fund, whether by voting or otherwise. Any participation in the management of the Fund could subject a Limited Partner to unlimited liability as a general partner. Liability of a Limited Partner for the Return of Capital Contributions. If the Fund should become insolvent, the Partners may be required to return, with interest, any property distributed that represented a return of capital, repay any distributions wrongfully made to them and forfeit any undistributed profits.

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In-Kind Distributions. The Fund typically expects to distribute cash to a Partner upon a redemption request. However, redemption proceeds to Partners may be paid in cash or in kind (or in a combination thereof), at the General Partner’s sole discretion. Should the Partner receive an in-kind distribution, the risk of loss and delay in liquidating the securities received will be borne by the Partner, with the result that such Partner may receive less cash than it would have received as of the redemption date. In the event redemption proceeds are to be paid in kind to a Limited Partner, the Limited Partner may direct that such proceeds be paid in kind to a transition manager on its behalf, and the General Partner shall pay those redemption proceeds in kind to such transition manager, unless the General Partner reasonably determines that paying the proceeds to the transition manager instead of the Limited Partner would disadvantage the other Limited Partners. In connection with such payment there will be no Substantial Cash Transaction Levy or other amounts charged to the Limited Partner other than reasonable out-of-pocket expenses of the Fund related to the payment of such proceeds in kind to the transition manager. Furthermore, in the event the General Partner pays redemption proceeds in kind, the General Partner shall not distribute to such redeeming Limited Partner more illiquid securities than its pro rata share of illiquid securities held by the Fund, unless specifically requested by such redeeming Limited Partner. Disclosure of Positions. In an effort to protect the confidentiality of its positions, the Fund is not expected to generally disclose all its positions to Limited Partners on an ongoing basis, although the General Partner, at its sole discretion, may permit such disclosure on a select basis to certain Limited Partners. Systems Risk. The Fund relies extensively on computer programs and systems to trade, clear and settle the Fund’s securities transactions, to evaluate securities based on real-time trading information, to monitor net capital and to generate risk management and other reports that are critical to oversight of the Fund’s activities. In addition, certain of the Fund’s operations interface with or depend on systems operated by third parties, including the Fund’s market counterparties. A defect or failure in any of these systems could have a material adverse effect on the Fund. Substantial Redemptions. In the event that there are substantial redemptions from the Fund, it could be more difficult for the Fund to generate the same level of profits operating on a smaller capital base. A substantial redemption may occur, among other ways, if another pooled investment vehicle managed by the Portfolio Manager or one of its affiliates invested in the Fund reallocates a portion of its capital in the Fund to another investment vehicle. In the event that there are substantial redemptions on any date from the Fund, the Portfolio Manager might be required to liquidate positions at an inappropriate time or on unfavorable terms in order to provide sufficient funds to pay redemptions from the Fund. Soft Dollars. The use of brokerage commissions to obtain research related products and services creates a conflict of interest between the Portfolio Manager and the Fund. This may result in the Fund paying higher brokerage commissions than might be paid if transactions were effected through brokers that do not provide such services. To the extent that the Portfolio Manager is able to acquire these products and services without expending its own resources or at reduced prices, the Portfolio Manager’s use of soft dollars would tend to increase its profitability. In addition, the availability of these non-monetary benefits may influence the Portfolio Manager to select one broker rather than another to perform services for the Fund. It is anticipated that any use of soft dollars to pay for research products or services will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended. See “Trade Allocations and Brokerage Commissions.”

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Valuation. Valuation of the Fund’s securities and other investments may involve uncertainties and judgmental determinations and if such valuation should prove to be incorrect, the net asset value of the Fund could be adversely affected. In the event a valuation of a financial instrument is not readily available from any financial institution or pricing service, such financial instrument will be assigned a value by the General Partner and accounted for by the Administrator. Valuation determinations made by the General Partner will be conclusive and binding and may affect the amount of the Management Fee. Federal Income Tax Risks. The Fund has not requested a ruling from the IRS or an opinion of legal counsel as to any tax matters, including whether the Fund will be treated as a partnership (and not as an association taxable as a corporation) for U.S. federal income tax purposes. If the Fund were to be treated as a corporation rather than as a partnership for U.S. federal income tax purposes, among other things (i) the Fund itself would be taxed on its taxable income at corporate tax rates, (ii) Fund distributions generally would be taxable as dividends and (iii) distributions to Non-U.S. Limited Partners would be subject to withholding tax. Under present laws and regulations and judicial interpretations thereof, the General Partner believes the Fund would be classified and treated as a partnership for U.S. federal income tax purposes and not as an association taxable as a corporation. See “Certain U.S. Federal Income Tax Considerations.” Tax-Exempt Investors. Investors that are exempt from taxation (or that are entities composed primarily of tax-exempt U.S. persons) may be subject to U.S. federal, state and local laws, rules and regulations, which may regulate their participation in the Fund or their engaging directly or indirectly through an investment in the Fund in investment strategies of the types which the Fund may utilize from time to time. Each type of exempt organization may be subject to different laws, rules and regulations and prospective investors should consult with their own advisers as to the permissibility, advisability and tax consequences of an investment in the Fund. See “Certain U.S. Federal Income Tax Considerations.” Audit Adjustment Risk. Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to the Fund’s income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from the Fund. The Fund generally should have the ability to shift any such tax liability to the Limited Partners in accordance with their interests in the Fund during the year under audit, but there can be no assurance that such an election will be available or effective in all circumstances. If the Fund is required to make payments of taxes, penalties or interest as a result of audit adjustments, the amount of cash available for distribution to Limited Partners might be substantially reduced. Benefit Plan Regulatory Risks. If 25% or more of any class of the Units are owned, directly or indirectly, by an “employee-benefit plan” (as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to Title I of ERISA, a “plan” subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any entity whose assets are treated as assets of any such plan (each, an “ERISA Plan”), the assets of the Fund will be deemed to be plan assets subject to ERISA and Section 4975 of the Code. If this happens, transactions involving the assets of the Fund could be subject to the fiduciary responsibilities of ERISA and to the prohibited transactions provisions of Section 4975 of the Code, and, in certain instances, the fiduciary of an ERISA Plan which is responsible for the ERISA Plan’s investment in the Units could be liable for any ERISA violations by the General Partner or the Portfolio Manager. See “Certain ERISA Considerations.” Fee Payable to the Portfolio Manager. The Portfolio Manager will receive a fee from the Fund that will be based, in part, on unrealized investment gains that may never be realized in the event of adverse changes in the value of such investments. Such compensation arrangement may create an incentive for the Portfolio Manager to make investments that are riskier or more speculative than would be the case if such were not in effect and that such risk-taking may place the interests of the Portfolio Manager in conflict with the interests

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of the Limited Partners. Valuation determinations made by the Portfolio Manager, which will be conclusive and binding, may affect the amount of the fee. Absence of Certain Statutory Protections. The Fund will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in reliance upon certain exemptions from such registration requirements. Accordingly, the Fund will not be subject to the various statutory and SEC regulatory requirements applicable to registered investment companies. For example, the Fund is not required to maintain custody of its securities or place its securities in the custody of a bank or a member of a U.S. securities exchange in the manner required of registered investment companies under rules promulgated by the SEC. Neither the General Partner nor the Portfolio Manager is currently registered in the U.S. with the SEC or any other state regulatory agency as an investment adviser under the Investment Advisers Act of 1940, as amended, or any state laws or regulations and does not intend to be registered as such in the future unless required to do so pursuant to applicable law or regulation. Such registration or other regulations that may in the future be adopted could adversely affect the Fund or create additional costs and expenses for the Fund. It is possible in the future that the regulatory environment for hedge funds and their managers could change. This could result in new laws or regulations that could, for example, impose restrictions on the operation of the Fund, the General Partner, the Portfolio Manager and their affiliates; impose disclosure or other obligations on those entities; or restrict the offering, sale or transfer of Units. Accordingly, any such laws or regulations could adversely affect the investment performance of the Fund or its access to additional capital, create additional costs and expenses for the Fund or otherwise have an adverse impact on the Fund and its Partners. Reserves. Under certain circumstances, the Fund may find it necessary to establish a reserve for contingent liabilities or withhold a portion of the Limited Partner’s proceeds at the time of redemption. If the reserve is subsequently determined to have been excessive, such excess amount shall be returned to the net assets of the Fund, but the amount paid upon a prior redemption will not be adjusted. Conversely, if the reserve is subsequently determined to have been insufficient, the net assets of the Fund will be used to pay such amounts and the Fund shall have no right to recover any excess redemption proceeds from a Limited Partner. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF ALL OF THE RISKS INVOLVED IN THE OFFERING. POTENTIAL INVESTORS SHOULD READ THIS PRIVATE PLACEMENT MEMORANDUM IN ITS ENTIRETY BEFORE DETERMINING WHETHER TO SUBSCRIBE FOR UNITS.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of certain U.S. federal income tax consequences of the acquisition, ownership and disposition of Units by a Limited Partner that is a U.S. tax-exempt organization or a Non-U.S. Person (as defined below). The discussion does not take into account any considerations that may relate to special classes of taxpayers, including, among others, U.S. taxable investors, dealers in securities (or other persons not holding Units as capital assets or that have elected mark-to-market treatment), investors receiving Units as compensation, banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, S corporations, investors that are subject to the alternative minimum tax or the net investment income tax, investors that hold, directly or indirectly, a ten percent (10%) or greater interest in any entity in which the Fund holds a direct or indirect interest, investors whose functional currency is not the U.S. dollar, investors who hold Units as part of a straddle, hedge, conversion or other integrated transaction, investors classified as partnerships or other pass-through entities for U.S. federal income tax purposes (or persons holding indirect interests in the Fund through such investors), governments or agencies or instrumentalities thereof. This discussion also does not take into account any

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considerations that may be relevant to investors acquiring Units other than pursuant to the offering described in this Private Placement Memorandum. The summary is based on the tax laws of the United States, including the Code, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect. The Fund has not applied for or obtained a ruling from the IRS as to any tax matters, nor has it obtained any opinions of counsel with respect to any U.S. federal tax issue, including whether it will be classified as a partnership for U.S. federal income tax purposes. The Fund will furnish each Limited Partner with necessary information for inclusion in their U.S. federal tax returns. It will be each Limited Partner’s responsibility to prepare and file all appropriate tax returns which it may be required to file as a result of its participation in the Fund. The General Partner and the Fund assume no responsibility for the tax consequences of a Limited Partner’s investment. The discussion below is not intended to constitute tax advice, or to be a complete description of the tax effects of investing in the Fund. It is provided solely as a partial illustration of certain tax matters and issues which may arise as a result of an investment in the Fund. No attempt has been made to ensure that all applicable interpretations or applicable provisions are described herein, or to provide any evaluation of the likelihood or effect of any of the concerns described below. This summary does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular Limited Partner in light of its personal investment circumstances or to certain types of Limited Partners subject to special treatment under the Code. This summary also does not discuss any aspects of state, local, foreign or non-income tax laws which may be applicable to a Limited Partner. Accordingly, a prospective Limited Partner is urged to consult its own tax advisor regarding an investment in the Fund. On December 22, 2017, the President of the United States signed into law new tax reform legislation (H.R. 1) (the “Tax Reform Act”), which makes significant changes to the United States income tax rules applicable to both individuals and entities, including partnerships. There is still uncertainty as to the impact of this legislation on the Fund or an investment in the Fund. Limited Partners are urged to consult with their tax advisors with respect to the impact of the Tax Reform Act and any other regulatory or administrative developments and proposals and their potential effect on an investment in the Fund.

Partnership Status The Fund has been formed under the Delaware Revised Uniform Limited Partnership Act and has been structured to qualify for U.S. federal income tax purposes as a partnership, and not as an association or “publicly traded partnership” taxable as a corporation. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes will nonetheless be classified as an association taxable as a corporation if it is a publicly traded partnership. A publicly traded partnership is any partnership in which the interests or Units are traded on an established securities market or which are readily tradable on a secondary market (or the substantial equivalent thereof). Units in the Fund will not be traded on an established securities market. Regulations concerning the classification of partnerships as publicly traded partnerships provide certain safe harbors under which interests or Units in a partnership will not be considered readily tradable on a secondary market (or the substantial equivalent thereof). The Fund will not qualify for one of the safe harbors under the Regulations if the Fund has more than 100 partners. The Fund expects that it will have fewer than 100 partners.

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However, even if interests or Units were treated as readily tradable on a secondary market (or the substantial equivalent thereof), the Fund may in any event be exempt from classification as a publicly traded partnership taxable as a corporation under an exemption that would apply if 90% or more of its gross income consisted of passive type “qualifying income” generally including, among other categories, dividends, interest, gains from the disposition of capital assets held for the production of dividends or interest, and, under certain circumstances, income and gains from commodities or futures. If it were determined that the Fund should be treated as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, among other things: (i) the taxable income of the Fund would be subject to corporate income tax when recognized by the Fund; (ii) distributions of such income (other than with respect to certain redemptions or other reductions of a Limited Partner’s Unit holdings in the Fund) would be treated as dividend income when received by the Limited Partners to the extent of the current or accumulated earnings and profits of the Fund (as determined for U.S. federal income tax purposes); and (iii) the gross amount of any such dividends payable to Limited Partners who were Non-U.S. Persons would be subject to withholding tax at a rate of 30% (or such lower rate as may apply under an applicable tax treaty). An organization that is classified as a partnership for U.S. federal income tax purposes is not itself subject to U.S. federal income tax, although it must file an annual information return. The treatment of an entity as a partnership for U.S. federal income tax purposes may not be determinative of its treatment for certain state, local or non-U.S. tax purposes. The remainder of this discussion assumes that the Fund will be treated as a partnership for U.S. federal income tax purposes.

Taxation of Limited Partners on Profits and Losses The Fund, as an entity (assuming that it is treated as a partnership for U.S. federal income tax purposes), is a “pass-through” entity, and is not subject to any U.S. federal income tax. As a result, each Limited Partner, in computing its own U.S. federal income tax liability for a taxable year, is required to take into account its allocable share of all items of income, gain, loss, deduction or credit from the Fund, regardless of whether such Limited Partner has received any distributions from the Fund. Each item generally will have the same character (e.g., as capital gain or ordinary income) and source (e.g., as U.S. or foreign) to a Limited Partner as though the Limited Partner realized the item directly. Under the Partnership Agreement, the General Partner has the discretion to specially allocate an amount of the Fund’s ordinary income and/or capital gain (including short-term capital gain) and ordinary loss and/or capital loss (including long-term capital loss) for U.S. federal income tax purposes to a redeeming Partner to the extent that the Partner’s capital account exceeds, or is less than, as the case may be, its U.S. federal income tax basis. If the allocations provided by the Partnership Agreement (either regular or special allocations) are not accepted by the IRS for U.S. federal income tax purposes, the amount of income or loss, if any, allocated to any Limited Partner for U.S. federal income tax purposes may be increased or reduced.

Adjusted Tax Basis A Limited Partner may not deduct its allocable share of the Fund’s losses to the extent it exceeds the amount of its adjusted tax basis. Generally, the adjusted tax basis equals the amount paid by a Limited Partner reduced (but not below zero) by the Limited Partner’s allocable share of cash distributions from the Fund, losses, charitable contributions and foreign taxes incurred by the Fund, and increased by its share of the Fund’s income and indebtedness.

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Tax Elections The General Partner may, in its sole and absolute discretion, make any or all elections which the General Partner is entitled to make on behalf of the Fund and the Limited Partners for U.S. federal, state and local tax purposes, including without limitation, an election pursuant to Section 754 of the Code.

Mandatory Basis Adjustment Unless the Fund is eligible to make, and makes, an election to be subject to a set of alternative rules, the Fund is required to make downward basis adjustments to its property where the Fund has a “substantial built-in loss”. Unless the Fund makes such an election, the Fund must make downward basis adjustments following (i) a transfer of Units if the Fund’s adjusted tax basis in its property exceeds the property’s fair market value by more than $250,000 at such time or if the transferee would be allocated a net loss in excess of $250,000 upon a hypothetical disposition by the Fund of all of the Fund’s assets in a fully taxable transaction for cash equal to the assets’ fair market value immediately after the transfer of Units; or (ii) a transfer or liquidation of a Limited Partner’s Units if the Limited Partner contributed property to the Fund with a built-in loss and the transfer or liquidation occurs at a time when the Fund holds property with more than a $250,000 built-in loss. In addition, the Fund may be required to make these adjustments following any distribution of Fund property to a Limited Partner with respect to which there is a “substantial basis reduction” (i.e., a downward adjustment of more than $250,000).

Possible Tax Audits Prior to 2018, adjustments in tax liability with respect to Fund items generally were made at the Fund level in a single Fund proceeding rather than in separate proceedings with each Limited Partner. The General Partner represented the Fund as the “tax matters partner” during any audits and in any dispute with the IRS. Each Limited Partner would be informed by the General Partner of the commencement of an audit of the Fund. In general, the General Partner could enter into a settlement agreement with the IRS on behalf of, and binding upon, the Limited Partners. Prior to settlement, however, a Limited Partner could file a statement with the IRS providing that the General Partner does not have authority to settle on behalf of that Limited Partner. If adjustments were made to items of Fund income, gain, loss, deduction or credit as the result of an audit of the Fund, the tax returns of the Limited Partners could be reviewed by the IRS, which could result in adjustments of non-Fund items as well as Fund items. Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to the Fund’s income tax returns, it may assess and collect any taxes resulting from the audit adjustment (including any applicable penalties and interest) directly from the Fund. Generally, the Fund should have the ability to elect to have its Limited Partners take this audit adjustment into account in accordance with their interests in the Fund during the tax year under audit, but there can be no assurance that such an election will be available or effective in all circumstances. In cases where the Fund is unable to make this election, the Fund’s current Limited Partners may bear some or all of the tax liability resulting from the audit adjustment, even if those Limited Partners did not own units in the Fund during the tax year under audit. If, as a result of any such audit adjustment, the Fund is required to make payments of taxes, penalties or interest, the cash available for distribution to Limited Partners might be substantially reduced.

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Additionally, under these rules, the Fund will be required to appoint one person to act as its sole representative in connection with IRS audits and related procedures, and that representative’s actions (including agreeing to adjustments to the Fund’s taxable income) will be binding on all Limited Partners to a greater degree than a tax matters partner’s actions under prior law. Current and prospective Limited Partners are urged to consult with their own tax advisors regarding the impact of the rules.

Foreign Taxes It is possible that some dividends, interest, and other income directly or indirectly received by the Fund from sources within foreign countries will be subject to withholding taxes imposed by those countries. In addition, the Fund may also be subject to capital gains taxes in some of the foreign countries where it purchases and sells securities. Limited Partners will generally be entitled to a foreign tax credit with respect to creditable foreign taxes paid on the income and gains of the Fund. However, there are complex rules contained in the Code which may, depending on each Limited Partner’s circumstances, limit the availability or use of foreign tax credits. Tax treaties between certain countries and the United States may reduce or eliminate these taxes. It is impossible to predict in advance the rate of foreign tax the Fund will pay since the amount of the Fund’s assets to be invested in various countries is not known.

U.S. Tax-Exempt Investors UBTI. Income recognized by tax-exempt entities is generally exempt from U.S. federal income tax, except to the extent it constitutes unrelated business taxable income (“UBTI”). Additionally, a charitable remainder trust that has UBTI is subject to an excise tax equal to 100% of that income. UBTI can arise from a trade or business regularly carried on by the entity, directly or through a partnership, which is unrelated to its exempt purpose, and can also arise from the entity holding certain debt-financed property, the use of which is unrelated to the entity’s exempt purpose. The income of the Fund is expected to consist primarily of dividends and gains from the sale of investments in U.S. corporations, and, except as noted above under “Investment Restrictions—Borrowing”, the Fund does not intend to borrow money or acquire property subject to indebtedness. Accordingly, it is not anticipated that a tax-exempt entity investing in the Fund will receive material amounts of UBTI (if any) as a consequence of its investment, unless the exempt entity has itself incurred borrowings to finance its investment in the Fund. Private Foundations. Private foundations and their managers are subject to excise taxes if they invest “any amount in such a manner as to jeopardize the carrying out of any of the foundation’s exempt purposes”. This rule requires a foundation manager, in making an investment, to exercise “ordinary business care and prudence” under the facts and circumstances prevailing at the time of making the investment, in providing for the short-term and long-term needs of the foundation to carry out its exempt purposes. The factors that a foundation manager may take into account in assessing an investment include the expected rate of return (both income and capital appreciation), the risks of rising and falling price levels, and the need for diversification within the foundation’s portfolio. In addition, in order to avoid the imposition of another excise tax, a private foundation may be required to distribute on an annual basis its “distributable amount”, which includes, among other things, the private foundation’s “minimum investment return”. A private foundation’s “minimum investment return” for this purpose is defined as 5% of the excess of the fair market value of the foundation’s non-functionally related assets (generally, assets not used or held for use in carrying out the foundation’s exempt purposes), over

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certain indebtedness incurred by the foundation in connection with those assets. A private foundation’s investment in the Fund will likely be treated as a non-functionally related asset for this purpose, which could result in cash flow problems for the foundation, since under these rules the foundation may be required to make annual distributions in an amount determined in part by reference to any unrealized appreciation in the value of its interest in the Fund. However, this should not be a material issue if the value of the private foundation’s investment in the Fund is not significant in relation to the value of other assets held by the foundation. In some instances, an investment in the Fund by a private foundation may be restricted or prohibited by the “excess business holdings” provisions of the Code. For example, a private foundation may be considered to have “excess business holdings” to the extent it acquires (directly or together with certain “disqualified persons”) more than 20% of the capital or profits interest of the Fund. If this occurs, the foundation may be required to divest itself of all or a portion of its Units in the Fund in order to avoid the imposition of an excise tax. No excise tax will apply in these circumstances if at least 95% of the Fund’s gross income is considered to be from passive sources for U.S. federal income tax purposes. However, there can be no assurance that the Fund will meet this 95% gross income test. A substantial percentage of investments of certain “private operating foundations” may be restricted to assets directly devoted to their tax-exempt purpose. Otherwise, generally, rules similar to those discussed above govern their operations. Qualified Retirement Plans. In general, investment in the Fund by employee benefit plans subject to the provisions of ERISA may be limited. Prospective investors who are (i) employee benefit plans subject to ERISA or comparable rules, (ii) Individual Retirement Accounts or (iii) Keogh Plans, are urged to consult their advisers as to whether they may invest in the Fund, and the possible implications of any such investment, and to refer to “Certain ERISA Considerations” below. Endowment Funds. Investment managers of endowment funds should consider whether the acquisition of Units is legally permissible. This is not a matter of federal law, but rather is determined under state statutes. It should be noted, however, that under the Uniform Management of Institutional Funds Act, which has been adopted, in various forms, by a large number of states, participation in investment partnerships or similar organizations (such as the Fund), in which funds are commingled and investment determinations are made by persons other than the governing board of the endowment fund, is generally permitted.

Non-U.S. Limited Partners For purposes of this discussion, a “Non-U.S. Limited Partner” is a Limited Partner who is a Non-U.S. Person. A “Non-U.S. Person” means any corporation, partnership, individual or estate or trust that, for U.S. federal income tax purposes, is (i) a foreign corporation, (ii) a foreign partnership all of whose partners are Non-U.S. persons, (iii) a non-resident alien individual or (iv) a foreign estate or trust all of whose beneficiaries are Non-U.S. persons. Special rules may apply to a Non-U.S. Limited Partner that is, for U.S. federal income tax purposes, a controlled foreign corporation, a passive foreign investment company, a corporation that accumulates earnings to avoid U.S. federal income tax, or an individual who is a U.S. expatriate and therefore subject to special treatment under the Code. Non-U.S. Limited Partners should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them. A foreign person considering acquiring Units should consult his or its own tax advisers as to the U.S. federal, state and local tax consequences of an investment in the Fund, as well as with respect to the treatment of income or gain received from the Fund under the laws of his or its country of citizenship, residence or

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incorporation. The previous general discussion of the taxation of Limited Partners may not be applicable to foreign investors. The U.S. federal income tax treatment of a foreign investor in the Fund will depend on whether that investor is found, for U.S. federal income tax purposes, to be engaged in a trade or business in the United States as a result of its investment in the Fund. Generally, a Limited Partner would be deemed to be engaged in a trade or business in the United States, and would be required to file a U.S. federal tax return (and possibly one or more state or local returns) if the Fund is so engaged. Effectively Connected Income. As long as the Fund's principal activity is investing and/or trading in stocks, securities and commodities for its own account and it is not a dealer in these items, a “safe harbor” would apply that would exempt foreign persons owning Units from being treated as engaged in a United States trade or business as a result of the Fund's stocks, securities and commodities trading activity, even if that activity otherwise constitutes a U.S. trade or business, provided that the foreign persons are not themselves dealers in stocks, securities or commodities. Accordingly, such foreign persons owning Units in the Fund should be eligible for the safe harbor and would be exempt from U.S. federal net taxation on the Fund's activities that fall within the safe harbor (other than for gains on certain securities reflecting interests in United States real property). The Fund expects that it will not be engaged in a U.S. trade or business for U.S. federal income tax purposes. However, if the Fund were to be treated as so engaged in any year, then a Non-U.S. Limited Partner generally would be (i) subject to withholding by the Fund on the Non-U.S. Limited Partner’s distributive share of the Fund’s income effectively connected with the U.S. trade or business, (ii) required to file a U.S. federal income tax return for such year reporting its allocable share, if any, of income or loss effectively connected with the trade or business and (iii) required to pay U.S. federal income tax at regular U.S. federal income tax rates on any such income. Any amounts withheld by the Fund or transferee pursuant to the above rules would be creditable against the Non-U.S. Limited Partner’s U.S. federal income tax liability, and the Non-U.S. Limited Partner could claim a refund to the extent that the amount withheld exceeded the Non-U.S. Limited Partner’s U.S. federal income tax liability for the taxable year. Additionally, gain or loss from the sale or exchange of Units on or after November 27, 2017 will be considered to be effectively connected with a U.S. trade or business to the extent that the transferor would have had effectively connected gain or loss had the Fund sold all of its assets at fair market value as at the date of sale or exchange. For sales or exchanges that take place on or after January 1, 2018, any such gain may also be subject to withholding by the transferee at a rate of 10%. Moreover, a Non-U.S. Limited Partner that is a corporation for U.S. federal income tax purposes might be subject to a U.S. branch profits tax on its allocable share of the Fund’s effectively connected income. In addition, if the Fund were treated as engaged in a U.S. trade or business for U.S. federal income tax purposes, Non-U.S. Limited Partners would also be viewed as so engaged, and as maintaining an office or other fixed place of business in the United States. As a consequence, certain other income of a Non-U.S. Limited Partner could be treated as effectively connected income as a result of the Non-U.S. Limited Partner’s investment in the Fund. In general, assuming the Fund is not engaged in a U.S. trade or business (which the Fund expects to be the case), neither the Fund nor any Non-U.S. Limited Partners who are not themselves engaged in a U.S. trade or business, will be subject to any U.S. tax with respect to gains from the sale of equity securities held for investment (other than from the sale of equity securities of U.S. real property holding corporations, as discussed below under “Non-U.S. Limited Partners – U.S. Real Property Income”). However, a non-resident individual present in the United States for 183 or more days in the taxable year of the sale would be taxed by the United States on any such gain if either (i) such individual’s tax home for U.S. federal income tax purposes

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was in the United States or (ii) the gain was attributable to an office or other fixed place of business maintained in the United States by such individual. If a foreign individual owns Units at the time of his death, the foreign individual's Units in the Fund or its assets may be subject to U.S. estate taxation unless provided otherwise by applicable treaty. The identity of a Non-U.S. Limited Partner may be disclosed on the Partnership's U.S. federal tax return. U.S. Source Dividends and Interest. Since the Fund may invest in shares of U.S. corporations, it may receive U.S. source dividends. The Fund does not expect to receive material amounts of interest (if any) from U.S. sources. Assuming the Fund is not engaged in a U.S. trade or business (as discussed above), U.S. source dividends received by the Fund will generally be subject to withholding tax at a 30% rate, except to the extent that these dividends are allocable to a Non-U.S. Limited Partner that is entitled to a reduced rate of withholding under an applicable double tax treaty with the United States. U.S. source interest received by the Fund will also be subject to 30% withholding unless the interest qualifies as portfolio interest, or is eligible for benefits under a tax treaty. Portfolio interest generally includes (with certain exceptions) interest paid on registered obligations with respect to which the beneficial owner provides a statement that it is not a U.S. person. The portfolio interest exemption is not available with respect to interest paid to a 10% shareholder of the issuer of the indebtedness, and is subject to some other limitations. Non-U.S. Limited Partners who wish to claim tax treaty benefits with respect to dividends or interest received by the Fund will be required to timely provide the Fund with a properly completed IRS Form W-8. U.S. Real Property Income. If the Fund makes any investments in interests that are treated as interests in real property or in “United States real property holding corporations” for U.S. federal income tax purposes (together, “U.S. real property interests”), any gain realized by the Fund upon disposition of those interests will, to the extent any such gain is allocable to a Non-U.S. Limited Partner’s Units in the Fund, be subject to U.S. federal income tax. Additionally, any gain realized by the Non-U.S. Limited Partner from the sale of all or any portion of its Units in the Fund, would, to the extent such gain was attributable to U.S. real property interests owned by the Fund, also be subject to U.S. federal income tax. In either case, the Non-U.S. Limited Partner will be treated as engaged in a U.S. trade or business with respect to these gains, and therefore subject to U.S. filing and withholding requirements, and, if the Non-U.S. Limited Partner is a corporation for U.S. federal income tax purposes, possible branch profits tax, all as described under “Effectively Connected Income” above. In either case, the Non-U.S. Limited Partner will be treated as engaged in a U.S. trade or business with respect to these gains, and therefore subject to U.S. filing and withholding requirements, and, if the Non-U.S. Limited Partner is a corporation for U.S. federal income tax purposes, possible branch profits tax, all as described under “Effectively Connected Income” above. Sale or Disposition of Units. In general, Non-U.S. Limited Partners who are not themselves engaged in a U.S. trade or business will not be subject to U.S. federal income tax with respect to gains from the sale or other disposition (including redemptions) of Units, provided that those gains are not attributable to (i) assets used in a U.S. trade or business by the Fund (in which case, any gain realized by a Non-U.S. Limited Partner upon the sale or other disposition of its Units could be treated as effectively connected income from a U.S. trade or business, which income would be subject to U.S. federal income tax as described above under “Non-U.S. Limited Partners—Effectively Connected Income”), or (ii) U.S. real property interests (as discussed above, under “Non-U.S. Limited Partners—U.S. Real Property Income”). Additionally, a non-resident individual present in the United States for 183 or more days in the taxable year of the sale would be subject to U.S. federal income tax on any such gain if either (a) the individual’s tax home for U.S. federal income tax purposes were in the United States or (b) the gain were attributable to an office or other fixed place of business maintained by the individual in the United States.

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Tax Reporting Regimes The following is a general description of the tax reporting regimes potentially applicable to the Fund. Each of these regimes is extremely complex, and Limited Partners and beneficial holders are urged to consult their own tax advisors to obtain a more detailed explanation of the applicable rules, and to learn how they might affect the Fund and Limited Partners or beneficial holders in their particular circumstances. U.S. Foreign Account Tax Compliance Provisions (FATCA). Sections 1471 through 1474 of the Code (“FATCA”) impose a reporting regime and potentially a 30% withholding tax with respect to certain U.S. source payments (including dividends and interest) to any non-U.S. financial institution (a “foreign financial institution”, or “FFI” (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the IRS to provide the IRS with certain information in respect of its account holders and investors, or is not otherwise exempt from or in deemed compliance with FATCA under the Code or an applicable intergovernmentmental agreement between the United States and the FFI’s home jurisdiction. As a result, the Fund may be required to withhold on some U.S. source payments to any Non-U.S. Limited Partner that is not a Participating FFI or otherwise exempt from or in deemed compliance with FATCA. Non-U.S. Limited Partners will be required to timely provide the Fund with a properly completed IRS Form W-8 to allow the Fund to determine the FATCA status of each Non-U.S. Limited Partner. The OECD Common Reporting Standard. The OECD has proposed rules for the Automatic Exchange of Information in Tax Matters, which provides due diligence and reporting rules for financial institutions in participating jurisdictions. Together, these rules comprise the “Common Reporting Standard”, or “CRS”. The CRS, which is based in large part on the U.S. FATCA rules, provides a uniform set of guidelines that addresses (i) the types of information to be exchanged by participating jurisdictions, (ii) the time and manner of exchange and (iii) the confidentiality of data and safeguards that must be respected. It is expected that financial institutions in a participating jurisdiction will need to file annual information reports with their local tax authorities, which authorities will then exchange with the tax authorities in other participating jurisdictions. The Fund qualifies as a financial institution for this purpose. The CRS became effective on January 1, 2016, and the first information reports were exchanged in 2017. Currently the U.S. does not participate in the CRS. In consequence, the Fund will be required to disclose its “Controlling Persons” if it invests in a company that is tax-resident in a participating jurisdiction. Conversely, if the U.S. ever does become a participating jurisdiction, then the Fund may be required to disclose to the IRS account information about any Limited Partners (and in some cases, beneficial holders) that are tax-resident in one or more participating jurisdictions (which information the IRS may then share with the tax authorities in those other participating jurisdictions). Consent to Reporting. As a condition to opening an account with the Fund, all Limited Partners will be required to consent to the disclosure and reporting of certain account information under FATCA and CRS. As a result, Limited Partners (and, in some cases, beneficial holders) will be required to provide any information that the Fund determines is necessary to allow the Fund to comply with its obligations under these regimes.

Tax Shelter Reporting An investment in the Fund is not intended to generate tax losses or credits and the Fund will not be registered as a “tax shelter” under the applicable provisions of the Code. Under certain Treasury regulations, however, the activities of the Fund may include one or more “reportable transactions” (as defined in Treasury

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Regulation Section 1.6011-4(b)), requiring the Fund, and in certain circumstances, Partners to file information returns, as described below. In addition, the General Partner and other “material advisors” to the Fund may each be required to maintain for a specified period of time a list containing certain information regarding the reportable transaction and the Fund’s investors, which information may be inspected, upon request, by the IRS. If the Fund engages in a reportable transaction, the Treasury regulations require the Fund to complete and file Form 8886 with its tax return for each taxable year in which the Fund participates in such reportable transaction. Each Partner treated as participating in a reportable transaction of the Fund is also required to file Form 8886 with its tax return. The Fund intends to notify those Partners that it believes (based on information available to the Fund) are required to report a transaction of the Fund, and intends to provide such Partners with any available information needed to complete and submit Form 8886 with respect to the Fund’s transactions. Failure to disclose (i) a listed transaction will result in a $100,000 penalty in the case of a natural person and a $200,000 penalty for all others, and (ii) all other reportable transactions will result in a $10,000 penalty for natural persons and a $50,000 penalty for all others. Under the above rules, a Limited Partner’s recognition of a loss upon its disposition of Units could also constitute a “reportable transaction” for such Limited Partner. Prospective investors should consult with their advisors concerning the application of these reporting obligations to their specific situations.

State and Local Taxes Prospective investors should consider, in addition to the U.S. federal income tax consequences described, potential state and local tax consequences of investing in the Fund, which consequences are not addressed herein. The foregoing statements are not intended as tax advice or as a substitute for careful tax planning, particularly since certain of the income tax consequences of an investment in the Fund may not be the same for all taxpayers. In addition, the foregoing does not discuss state and local tax, estate tax, gift tax or other estate planning aspects of the investment. There can be no assurance that the Fund’s or a Limited Partner’s tax returns will not be audited by the IRS, or that no adjustments to the returns will be made as a result of such an audit. Accordingly, prospective investors in Units of the Fund are urged to consult their tax advisors with specific reference to their own tax situations under federal law and the provisions of applicable state laws before subscribing for Units.

Bermuda Taxation There are no Bermuda income, corporation or profits taxes, capital gains taxes, capital transfer taxes, withholding taxes, estate or stamp duty or inheritance taxes payable by the Fund or its Partners in respect of their Units. The Bermuda Government has undertaken that in the event that any income, profit, capital gains, estate or inheritance taxes are levied in Bermuda in the future, the Fund and its operations will be exempt from such taxes until March 31, 2035.

CERTAIN ERISA CONSIDERATIONS If 25% or more of any class of Units are owned, directly or indirectly, by ERISA Plans, the assets of the Fund will be deemed to be plan assets subject to ERISA, in which case the General Partner and the Portfolio Manager will be considered fiduciaries subject to ERISA, transactions involving the assets of the Fund may

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be subject to the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and Section 4975 of the Code, and under certain circumstances the fiduciary of an ERISA Plan responsible for the plan’s investment in the Units could be liable for any ERISA violations by the General Partner and Portfolio Manager. The Fund intends to limit investment by ERISA Plans so that less than 25% of any class of Units are beneficially owned by ERISA Plans. In addition, Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Plan, unless a statutory or administrative exemption applies to the transaction. There can be no assurance that any exemption will be available with respect to any particular transaction involving the Units, or that, if an exemption is available, it will cover all aspects of any particular transaction. Any ERISA Plan fiduciary that proposes to cause an ERISA Plan to purchase Units should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code to such an investment, and to confirm that such investment will not constitute or result in a prohibited transaction or any other violation of an applicable requirement under ERISA or the Code. By its purchase and holding of any Units, any ERISA plan will be deemed to have represented and agreed that its purchase and holding of the Units will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. If, at any time, the General Partner reasonably believes that there is a material risk that existing participation in the Fund by ERISA Plans is or would become significant, the General Partner reserves the right to redeem (in whole or in part) the Units held by any such ERISA Plans to the extent necessary to reduce the participation by ERISA Plans to a level where that risk is no longer believed to be material.

SECURITIES LAW MATTERS

Limitations on Transferability Each purchaser of a Unit in the Fund must bear the economic risk of its investment for an indefinite period of time (subject to the limited right to redeem capital from the Fund) because the Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) and, therefore, cannot be sold unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. It is not contemplated that any such registration will ever be effected, or that certain exemptions provided by rules promulgated under that Act (such as Rule 144) will ever be available. The Partnership Agreement provides that a Limited Partner may not assign its Units (except by operation of law) without the prior consent of the General Partner, which consent may be withheld for any reason. The foregoing restrictions on transferability must be regarded as substantial and will be clearly reflected in the Fund’s records.

Eligible Investors The General Partner’s intention is to accept subscriptions for Units solely from individual and institutional investors that qualify as “accredited investors” as defined in Rule 501 of Regulation D promulgated under the 1933 Act and “qualified purchasers” as defined in Section 2(a)(51) of the 1940 Act may invest in the Fund and whose participation in the Fund would not require the Fund to register or qualify the Units for offer or sale under state securities laws. Each prospective investor must complete the Account Opening Form included in the subscription materials and meet certain criteria which the Fund has established. The Account Opening Form provides for certain

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representations and undertakings to be given by prospective investors, including an agreement to indemnify and hold harmless the Fund, the General Partner, the Portfolio Manager and their members, directors, officers, employees, agents and other representatives against any loss, liability, cost or expense (including attorneys’ fees, taxes and penalties) that may result, directly or indirectly, from any misrepresentation or breach of any warranty, condition, covenant or agreement set forth therein or in any other document delivered by the subscriber to the Fund. An investment in the Fund is suitable only for sophisticated investors for whom an investment in the Fund does not constitute a complete investment program and who fully understand and have the financial resources necessary to assume the risks involved. Each subscriber will also be required to acknowledge in its Account Opening Form that the Fund, the General Partner, the Portfolio Manager and/or the Administrator may disclose to each other and their affiliates, to any other service provider to the Fund or to any regulatory body copies of the subscriber’s subscription application and any information concerning the subscriber provided by the subscriber to the Fund, the General Partner, the Portfolio Manager and/or the Administrator and any such disclosure will not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law or otherwise.

Regulatory Matters The Fund is not registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund relies on the exception from the definition of “investment company” provided in Section 3(c)(7) of the 1940 Act. Neither of the General Partner nor the Portfolio Manager is currently registered with the Securities and Exchange Commission (the “SEC”) or any other state regulatory agency as an investment adviser under the Investment Advisers Act of 1940, as amended, or any state laws or regulations.

Anti-Money Laundering In order to comply with applicable regulations aimed at the prevention of money laundering and terrorist financing, the Fund or its designees may require information and materials such as verification of identity from all prospective investors and current Partners from time to time, a permanent address and information relating both to the source of the monies to be invested and to others having direct or indirect beneficial ownership of the Units. The Fund or its designees also reserve the right to request such identification evidence as is necessary in respect of a transferee of a Unit. In the event of delay or failure to produce any information required for verification purposes, the Fund may refuse to accept a subscription, approve a transfer or process a redemption request and (in the case of a subscription for Units) any funds received will be returned without interest to the account from which the monies were originally debited. The Fund also reserves the right to refuse to make any redemption payment or other distribution to a Partner if the Fund or its designees suspect or are advised that the payment of any redemption moneys or other distribution to such Partner might result in a breach or violation of any applicable anti-money laundering, anti-terrorist financing or other laws or regulations by any person in any relevant jurisdiction, or such refusal is considered necessary or appropriate to ensure the compliance by the Fund with any such laws or regulations in any relevant jurisdiction.

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Trade Allocations and Brokerage Commissions Orbis is responsible for the execution of the Fund’s investment transactions and the allocation of the brokerage commissions. The Fund has no obligation to deal with any broker or group of brokers in the execution of transactions in portfolio securities. Such transactions may be subject to a commission or dealer mark-up which may not be the lowest commission or spread available. Orbis will determine the broker-dealers (collectively “Brokers”) to be used for the Fund’s securities, foreign exchange and futures transactions. Orbis will have complete discretion in deciding which Brokers the Fund will use and in negotiating their commission rates. Orbis will not adhere to any rigid formulas in selecting Brokers, but will weigh a combination of factors. In selecting Brokers and negotiating commission rates, Orbis may take into account the Broker’s facilities, reliability, financial responsibility, costs of products or services and responsiveness to Orbis. Further, Orbis may consider the value of the products and services described below, either provided by the Broker or paid for by the Broker (either by cash payments or by commissions) and provided by others (collectively, “Products and Services”). A Broker will not be excluded from receiving brokerage business because it does not provide Products and Services. In selecting Brokers to execute transactions, Orbis will not be obligated to seek the lowest available “execution only” commission cost. Thus, the Fund might be deemed to pay for Products and Services provided by the Broker that would be included in the commission rate. Accordingly, if Orbis determines in good faith that the amount of commissions charged by a Broker is reasonable in relation to the value of the brokerage services and other Products or Services provided by such Broker, the Fund may pay commissions to that Broker that are greater than the amount another Broker may charge. The use of commissions to pay for Products and Services will be limited to items within the safe harbor of Section 28(e) of the U.S. Securities Exchange Act of 1934. Orbis has adopted a policy of refusing any “soft dollar” credits from Brokers for the payment of third party non-brokerage and research services. The Products and Services the Portfolio Manager may consider in selecting a Broker are as follows: Brokerage: Brokerage may include, among other things, clearing, order routing and settlement services. Research, research products and research services: Research may include, among other things, proprietary research from Brokers, which may be written, oral or on-line. Research products may include, among other things, computer databases, to access research or which provide research directly. Research services may include, among other things: research concerning market, economic and financial data; statistical information; data on pricing and availability of securities; specialized financial publications; electronic market quotations; performance measurement services and commodities; analyses concerning specific securities, companies or sectors; and market, economic and financial studies and forecasts. Orbis has no fixed internal brokerage allocation procedures designating specific percentages of brokerage commissions to particular firms. In exchange for the direction of commission dollars to certain Brokers, credits may be generated that may be used by Orbis to obtain the Products and Services provided or paid for by such Brokers. To the extent that such credits are generated or such Products and Services are obtained, the Fund and/or Orbis will be receiving a benefit by reason of the direction of commissions. The Products and Services to be received from the Brokers also may be used by Orbis in servicing other fund accounts, as well as for the Fund. In addition, some Products and Services may not necessarily be used by the Fund even though its commission dollars provided for the Products and Services. The Fund, therefore, may not, in a particular instance, be the direct or indirect beneficiary of the Products or Services provided.

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Nonetheless, Orbis believes that under such circumstances the Products or Services would provide the Fund with benefits by, at least, supplementing the research otherwise available to the Fund. When executing a transaction in a security on behalf of the Fund, it can be aggregated and the aggregated transaction fulfilled with multiple trades. Trades aggregated with orders for other Orbis funds and/or with orders used to seed funds result in the need to allocate those trades. The ease with which Orbis can allocate trades to a fund can be limited by the sizes and prices of those trades relative to the sizes of the instructed transactions for the Orbis funds. A process of allocation can result in the Fund not receiving the whole benefit of the best priced trade. Orbis manages this conflict by following an Order Allocation Policy, which is designed to ensure the fair treatment of all Orbis funds over time. Securities held by the Fund also may be held by other investment vehicles or investment advisory clients for which Orbis acts as adviser. Securities may be held by, or be an appropriate investment for, the Fund as well as other clients of Orbis. Because of different objectives or other factors, a particular security may be bought for one or more such clients when one or more clients are selling the same security. If purchases or sales of securities for the Fund or other clients for which Orbis acts as investment manager or adviser arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. There may be circumstances when purchases or sales of Fund securities for one or more clients have an adverse effect on other clients. Orbis reduces this risk by limiting the volume of the same security which may be traded in opposite directions on the same dealing day. When handling multiple orders for the same security on the same dealing day, Orbis may “cross” trades by matching opposing flows to seek to obtain best execution. When crossing orders, it is possible that the execution may not result in best execution for the Fund, for example, where a trade did not constitute a fair and reasonable price. Orbis reduces this risk by implementing a Crossing Policy. The Fund and other Orbis funds may be restricted in its or their investment activities due to ownership threshold limits and reporting obligations in certain jurisdictions applying in aggregate to the funds managed by Orbis. Such restrictions may adversely impact clients through missed investment opportunities. Although it is not specifically designed to address those ownership limits and obligations, the Order Allocation Policy mitigates the associated conflict by seeking to allocate limited investment opportunities among Funds fairly and equitably over time.

OTHER MATTERS Auditors The Fund has retained Ernst & Young LLP, Ernst & Young Tower, 222 Bay Street, PO Box 251, Toronto, Ontario, Canada M5K 1J7 as its auditors.

Fiscal Year The fiscal year of the Fund ends on December 31 of each year.

Limited Partner Reports The Fund issues audited financial statements annually to Partners, drawn up to December 31 of each year. The Fund also issues unaudited reports to Limited Partners monthly. To the extent applicable in any year, the General Partner will provide each Partner with a Schedule K-1 for tax purposes. If the General Partner is unable

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to deliver such Schedule K-1 by April 15, the General Partner will provide the relevant Limited Partners with estimates of the taxable income or loss allocated to their investment in the Fund. Unless otherwise restricted by law, all reports, financial statements and other information may be delivered to Limited Partners electronically. The Partnership Agreement designates the General Partner as the “Tax Matters Partner” of the Fund. As such, the General Partner would receive the IRS’s initial notice with respect to any Fund administrative adjustment initiated by the IRS. Although each Limited Partner is entitled to participate in the administrative proceedings at the Fund level, the General Partner will determine whether the Fund, as such, will challenge any adjustment proposed by the IRS.

Requests for Additional Information The General Partner will make available to any proposed Limited Partner such additional information as it may possess, or as it can acquire without unreasonable effort or expense, to verify or supplement the information set forth herein.

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CERTAIN DEFINITIONS USED IN THIS DOCUMENT The following are definitions of certain terms used elsewhere in this Private Placement Memorandum: “Benchmark” means the MSCI All Country World Index ex USA, including income “Business Day” means any day which is not a Saturday or Sunday or a day on which banks are closed for business in both of New York and Bermuda. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Dealing Day” means any Business Day on which existing and/or prospective investors submit valid dealing instructions, as well as the first Thursday of each calendar month (or if Thursday is not a Business Day, then the immediately preceding Business Day) and/or such other days in addition thereto or substitution therefor as determined by the General Partner without notice from time to time. “Fee Reserve Partner” means Orbis Fee Reserve (U.S.) Limited, which for purposes of clarity is also a Limited Partner. “Fund” means Orbis Institutional International Equity L.P. “General Partner” means Orbis Institutional International Equity GP Limited, the general partner of the Fund. “Limited Partners” means the limited partners of the Fund. “Partners” means the Limited Partners and the General Partner of the Fund. “Portfolio Manager” means Orbis Investment Management Limited, which provides the Fund with portfolio management services. “Unit” and “Units” means units of the Fund. “Valuation Day” means each Dealing Day, the last Business Day of every month and/or such other day in addition thereto or in substitution therefor as may be determined by the General Partner from time to time without notice.

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SUBSCRIPTIONS AND REDEMPTIONS Dealing in the Fund will occur on any Business Day prior to which existing and/or prospective investors submit valid dealing instructions, as well as the first Thursday of each calendar month (or if Thursday is not a Business Day, then the immediately preceding Business Day) and/or such other days in addition thereto or substitution therefor as determined by the General Partner without notice from time to time (a “Dealing Day”).

Subscriptions Subscription documents must be received by the Fund by 4:00 pm EST one Business Day prior to the requested Dealing Day and an acceptable form of payment must be received by the Fund by 12:00 pm EST on the requested Dealing Day. Persons interested in becoming a Limited Partner in the Fund will be furnished and will be required to complete and return to the General Partner, an Account Opening Form and certain other documents.

Redemptions Subject to certain conditions and limitations described herein, each Partner has the right to redeem any portion of its capital account and each Limited Partner has the right to withdraw as a Limited Partner, on each Dealing Day. Redemption documents must be received by the Fund by 4:00 pm EST one Business Day prior to the requested Dealing Day. As an alternative to redeeming shares, a Partner may transfer ownership to an acceptable investor by submitting a Transfer form. Transferees who are new investors will be required to complete and return to the General Partner, an Account Opening Form and certain other documents. The General Partner reserves the right in its sole discretion to amend or waive any subscription or redemption-related requirements. Transaction documents and other information relating to the Fund can be obtained by contacting Orbis in its U.S. office as follows:

Orbis Investments (U.S.), LLC 600 Montgomery Street Suite 3800 San Francisco, CA 94111 Telephone: (415) 489-3600 Facsimile: (415) 489-3601 E-mail: clientservice@orbis.com