MSM OnBoarding

Institutional Client

Statutory Disclosure Form

This form contains the disclosures required in terms of the Financial Advisory and Intermediary Services Act No. 37 of 2002

Business Details of FSP
Name of FSP:	MSM Property Fund
Trading As:	MSM Property Fund
Registration number:	2012/126574/07
Physical Address:	WeWork 155 West Street, Sandton GP 2031
Postal Address:	WeWork 155 West Street, Sandton GP 2031
Telephone:	+27 64 097 6456
Facsimile:	n/a
Email:	musi.skosana@msmproperty.co.za
Website:	www.msmpropertyfund.com

It is hereby confirmed that Musi Skosana ID number [8102015561083] is employed by MSM Property Fund on a full-time basis as an authorized representative and that MSM Property Fund accepts responsibility for those activities of the representative performed within the scope of his or her employment.

The above-named representative has 15 years of experience in the field and is in the possession of MSC (Sci) and PDM.

It is further confirmed that the license categories listed below are the categories that Musi Skosana is authorized under FAIS and the cross indicates which license category the representative named above is authorized for:

Category Description	Advice	Intermediary
CATEGORY I
Long-Term Insurance: Category A
Short-Term Insurance: Personal Lines
Long-Term Insurance: Category B1
Long-Term Insurance: Category B2
Securities and Instruments: Shares	X	X
Retail Pension Benefits
Short-Term Insurance: Commercial Lines
Pension Funds Benefits (ecluding retail)
Participatory interests in Collective Investment Schemes
Health Service Benefits

This document additionally confirms that the above-mentioned representative has access to and has been accredited to market products falling into the above categories from the following product providers:

No.	Product Provider	No.	Product Provider
1	MSM Property Fund	2	Peregrine Equities
3	27Four	4
5		6

Please take note of the addition disclosures below:

Neither the representative, nor the FSP, owns more than 10% of issued shares directly or indirectly of any Life Assurer or Product Provider, or is an associated company of any life assurer or product provider.

Neither the representative, nor the FSP has received more than 30% of my total commission and remuneration from any one assurer within the past 12 months.

The representative earns income from commission that the product provider pays on the products purchased by clients OR by charging a fee of 1.5p.a. on the portfolio for services rendered to clients on the following.

Neither the Representative, nor the FSP receives any non-cash incentives from any product supplier, nor are there any personal interests that may give rise to a conflict of interest. For further information, please refer to our Conflicts of Interest Policy, which is a public document available for inspection at our offices.

Complaints: If you feel that your rights have been prejudiced or you have been aggrieved in any way, you have the right to lodge a complaint. A copy of the complaints process is available upon request at the offices of MSM Property Fund. You may additionally contact the complaints officer, Hailey Jansen on +27 84 2007 527 or via email on Hailey.Jansen@msmproperty.co.za. If you are unsatisfied with the internal process, you may escalate the process to the relevant Ombud (FAIS or Short Term) or if still unsatisfied to the Registrar at the Financial Services Board.

Compliance: Moonstone Compliance (Pty) Ltd is the FSP’s compliance practice on record and is represented by: Marius Wiese. Moonstone Compliance can be contacted at: 25 Quantum Street, Technopark, Stellenbosch, 7600. Fax: (021) 883 8005; Tel: (021) 883 8000; www.moonstoneinfo.co.za

Particulars of relevant Ombuds:

Postal Address	P.O. Box 74571, Lynnwood Ridge, 0040
Physical Address	Eastwood Office Park, Boabab House, Ground Floor, Lynnwood Ridge, 0081
Email	info@faisombud.co.za
Website	www.faisombud.co.za
Phone	086 0662 837
Fax	012 3483447

The business holds professional indemnity cover arranged with Carmague as prescribed by FAIS

All information obtained or acquired from you shall remain confidential unless you provide written consent, or unless MSM Property Fund is required by law to disclose such information.

As an authorised Financial Services Provider I/we may not request or induce in any manner a client to waive any right or benefit conferred on the client by or in terms of any provision of the General Code of Conduct, or recognise, accept or act on any such waiver by the client

See the quotation or annexure for information on product suppliers; name, physical and postal address, telephone number, name and contact details of their compliance department.

Advisor Name & Date	Advisor Signature
Musi Skosana

I acknowledge that I was furnished with a copy of this document. I further hereby acknowledge that I have read and understand the content of this document.
Client Name & Date	Client Signature

(A copy of this document must be furnished to the client either as a hardcopy, via fax or email)

APPLICATION FORM – FOREIGN PORTFOLIO INVESTMENTS

INVESTOR DETAILS
Name of Client (Client)
Entity type
Rigestration_number
Account Number
Investment Type	Own Forign Allowance Peresec Prime Brokers Asset Swap Third Party Prudential Allowance Non-Residen
Asset Swap Fees (Peresec Prime Brokers’ institutional investment allowance)	Asset Swap Fees are levied on the market value of Foreign Investments: bp per annum (minimum of USD25 per quarter) Asset Swap Fees are quoted exclusive of VAT; Asset Swap Fees are calculated on the daily value of the Foreign Investment and levied in arrears at the end of each calendar quarter; Other fees (e.g. trading in offshore markets, custodian fees) are specified in the product application.

1. This is a mandate (“Mandate”) whereby the Client appoints Peresec Prime Brokers Proprietary Limited (“Peresec Prime Brokers”) as his duly authorised agent to purchase and sell foreign currencies and to enter into any transaction in listed or unlisted financial instruments traded primarily outside the Republic of South Africa (“Foreign Investments”), including the exchange of the investment amount for Foreign Investments in accordance with the terms set out in this Mandate. It is specifically recorded that this is a non-discretionary mandate and that Peresec Prime Brokers may only act in accordance with instructions from the Client.

2. The Client hereby acknowledges that in terms of the exchange control regulations concerning foreign investment by private individuals (natural persons) resident in South Africa, the Client is entitled to invest a maximum amount limited by the South African Reserve Bank ("SARB") outside the Rand common monetary area.

3. The Client agrees that in executing this Mandate, Peresec Prime Brokers may act through a third party of its choice. Execution orders may be passed to overseas branches or associate companies of Peresec Prime Brokers and other intermediate brokers (selected at Peresec Prime Brokers’ discretion) for execution. Orders are subject to the terms and conditions of any intermediate broker and to the applicable exchange rules and regulations.

4. The Client acknowledges that each foreign market exchange has its own order execution and best execution policies that the Client must adhere and comply with.

5. Where the Client has elected the Investment Type above to be “Own Foreign Allowance” his Foreign Investments will be effected as follows:

5.1. When utilising his individual foreign investment allowance, the Client hereby warrants that any funds placed with Peresec Prime Brokers for investment in terms of this Mandate do not exceed his personal limit as allowed by the SARB. The Client acknowledges that Peresec Prime Brokers may only transfer the funds of private individuals (natural persons) on presentation of a valid Tax Clearance Certificate (in respect of Foreign Investments) issued by the South African Revenue Services or when provided with valid documentation on his foreign allowance from the authorized user;

5.2. When utilising his single discretionary allowance as allowed by the SARB, the Client hereby warrants that any funds placed with Peresec Prime Brokers for investment in terms of this Mandate do not exceed his personal limit as allowed by the SARB and the Client understands that his single discretionary allowance includes funds as stipulated by the SARB.

6.Where the Client has elected the Investment Type above to be “Peresec Prime Brokers Asset Swap” and that his Foreign Investments will be effected through the institutional investment allowance of Peresec Prime Brokers, Peresec Prime Brokers may from time to time be required to liquidate some of the Client’s Foreign Investments and repatriate the proceeds to South Africa in order to comply with Exchange Control Regulations regarding foreign portfolio investments thresholds set by SARB or if applicable, the Regulation 28 prudential requirements as laid down by the Pension Fund Act. In this respect, the Client authorises Peresec Prime Brokers to do all things necessary to comply with the SARB exchange control regulations or the Pension Fund Act prudential requirements, as may be amended from time to time. The Client hereby indemnifies and holds Peresec Prime Brokers free from liability in respect of any loss, damage or cost caused by or arising from such actions.

7.1 Under no circumstances may the Client have direct access to the offshore assets and the offshore assets cannot be registered in the name of the Client. The only recourse that the Client has to offshore assets is a domestic payment in ZAR currency;

7.2 The Client is permitted to hedge currency risk and investment risk in the foreign market.

8. Peresec Prime Brokers shall furnish the Client with a periodic report showing details of any change in the Foreign Investments held on behalf of the Client, including any cash held on his behalf at the date of the report. Such details shall include the period for which the Foreign Investments are held, by whom they are held and where, and the amount of interest paid in respect of the cash held on behalf of the Client. The report will be sent electronically to the Client. The Client may also request to receive a physical copy delivered to its postal address or faxed to the preferred facsimile number.

9.To facilitate such transactions as this Mandate provides for, the Client hereby authorises Peresec Prime Brokers to have an interest as principal in any transaction for the purchase and sale of Foreign Investments on behalf of the Client

10. The Client undertakes that before any funds are remitted outside the Rand common monetary area, that he will have completed the necessary forms and declarations for SARB and the South African Revenue Service purposes. The Client warrants that these forms will have been correctly completed and indemnifies Peresec Prime Brokers should any claim be made against Peresec Prime Brokers in the event that such forms have not been correctly completed. Page 3 The Client understands that trading in Foreign Investments on the Client’s behalf will not be permitted without the required foreign currency being on deposit with the elected custodian, the completion and submission of this Mandate and the duly authorised exchange control forms.

11. The Client acknowledges that any Foreign Investment made by Peresec Prime Brokers on the Client’s behalf will be placed with a custodian appointed by Peresec Prime Brokers. All Foreign Investments other than cash will be registered in the name of Peresec Prime Brokers’ nominee on the Client’s behalf and for the Client’s benefit, subject to applicable legislation. Peresec Prime Brokers shall ensure that the custodian with whom the Client’s listed Foreign Investments will be deposited for safe custody purposes shall be a member of a recognised securities authority and shall be subject to the relevant laws and regulations.

Such custodian shall, subject to any agreement to the contrary between the Client and Peresec Prime Brokers:

11.1. Bear responsibility for receiving any proxies, notices, reports or other communications relating to such Foreign Investment and for communicating promptly such receipt to Peresec Prime Brokers. Neither the custodian nor its nominees or agents shall vote upon or in respect of any Foreign Investments nor shall they execute any form of proxy to vote thereon or give any consent or take any action except on receipt of instructions from Peresec Prime Brokers;

11.2. Collect on the Client’s behalf all interest and dividends and all other income and payments in respect of foreign securities held on the Client’s account and credit the same to the Client’s account with the custodian or the account of Peresec Prime Brokers with the custodian as the Client’s authorised agent, which account shall be separate from the assets of Peresec Prime Brokers or those of the custodian;

11.3. Present for payment all Foreign Investments which are called, redeemed or otherwise become payable and all coupons and other income items which call for payment upon presentation and shall credit any such receipt to the above mentioned account;

11.4. Exchange Foreign Investments where such exchange is purely required for administrative reasons;

11.5. Inform Peresec Prime Brokers timeously of all corporate actions relating to the Client’s holdings and shall take instructions from Peresec Prime Brokers;

11.6. Whenever notification of rights entitlement or a fractional interest resulting from a rights issue, dividend in specie or share split is received for Foreign Investments held on the Client’s account and such rights entitlement or fractional interest bears an expiry date, if instructions are not received timeously, sell such rights entitlement or fractional interest and credit the above mentioned account with the net proceeds of such sale.

12. Upon receipt of foreign dividends and interest, certain foreign tax offices (“Tax Authorities”) may withhold tax at source. In some instances, the Client has the right to reclaim such withholding tax (or a portion thereof) from the Tax Authority. Peresec Prime Brokers will (on your behalf) process eligible claims to the relevant Tax Authorities (“Recovery”). Certain costs including (but not limited to) bank and handling charges, disbursements, currency charges and third-party services and/or fiscal representative fees will be deducted from successful Recoveries (“Net Recovery”). Upon receipt of a Recovery, 60% of the Net Recovery shall be paid to you. 40% of the Net Recovery is due to Peresec Prime Brokers and third-party recovery agents. Peresec Prime Brokers cannot warrant or guarantee that a claim will result in partial or full Recovery and you have no claim against Peresec Prime Brokers for damages due to any act or omission by Peresec Prime Brokers (or its agents).

13. Peresec Prime Brokers and the Client shall be entitled to terminate this Mandate by notice in writing to the other party of not less than 30 (thirty) calendar days.

14. Peresec Prime Brokers has and maintain, at its own expense, insurance, Professional Indemnity and Fidelity cover (as prescribed by the Registrar of Financial Services Providers in terms of FAIS) in respect of any liability which may Page 4 be incurred by Peresec Prime Brokers. Peresec Prime Brokers shall on request from the Client furnish the Client with written confirmation of the amount of such insurance cover.

15. The Client hereby authorises Peresec Prime Brokers to Process your Personal Information in accordance with applicable data protection laws and Peresec Prime Brokers agrees to establish security measures to protect the Client’s Personal Information from unlawful access or processing.

16. The Client acknowledges that Foreign Investments is exposed to multiple risks including, but not limited to, capital, market, credit, structure, currency, interest rate, liquidity, tax, regulatory risk or risk of fraud at the Peresec Prime Brokers (“Foreign Investment Risk”). The Client hereby indemnifies and holds Peresec Prime Brokers free from liability in respect of any loss, damage or cost caused by or arising from Foreign Investment Risk

17. RISK DISCLOSURE

Foreign Investments contains unique risks that may affect the value of the Client’s investments. By signing this risk disclosure the Client acknowledges that he is aware of the risks associated with investing in Foreign Investments. The risks identified herein are not intended to be exhaustive and, where appropriate, the Client should consult his own legal, tax and financial experts to identify and understand all the risks inherent in Foreign Investments:

17.1. The value of the investment and the income derived therefrom may fluctuate and the Client may not recover the initial investment;

17.2. Investments are exposed to different tax regimes that may change without warning and it may influence investment returns;

17.3. Exchange control measures may change in the country of investment and it may influence accessibility to the invested capital;

17.4. Currency risk is the potential risk of loss from fluctuating foreign exchange rates when the Client has exposure to Foreign Investments. Exchange rate movements can be volatile and are difficult to predict. Should the Rand exchange rate strengthen against the exchange rate of the foreign currency in which the Client’s money is invested, it may create a loss of capital or reduced returns when the money is repatriated back to South Africa, even though the value of the Foreign Investments may have increased when valued in the foreign currency;

17.5. Leverage magnifies gains and losses experienced by the Client and could cause the value of investments to be subject to wider fluctuations than would be the case if no leverage were used. As a result, a relatively small market movement can result in substantial losses which may exceed the original investment. The interest expense and other costs incurred in connection with the use of leverage or borrowing may not be recovered by an appreciation in the investments purchased or carried.

17.6. The stock market is capable of large movements due to economic, political and other factors;

17.7. Fixed interest investments are affected by actual or expected changes in levels in interest rates;

17.8. Getting access to investment performance information may be more difficult than South African based investments;

17.9. The Client may be exposed to operational risk. Operational risk is the risk of a loss arising from inadequate or failed processes, people and systems or external events. It also represents the potential loss arising from inadequacies in, or failures of system and controls for, monitoring and quantifying the risks and contractual obligations associated with financial instruments transactions and the recording and valuing thereof;

17.10. The Client may be exposed to event risk. The value of investments are linked to general economic conditions including, but not limited to, changing supply and demand relationships, government trade and fiscal policies, national and international political and economic events, natural disasters, war and terrorist attacks and Page 5 changes in exchange rates and interest rates, that may affect the level and volatility of prices;

17.11. Assessing the relative risk of any of the above factors is highly subjective and, in line with market conditions, can change over time in response to specific events or revised social or economic forecasts. It is accordingly not possible to lay down precise guidelines for the measurement of risk or the potential impact, whether positive or negative, upon an investment portfolio. Investments in foreign countries may involve other risks, such as currency fluctuations, different accounting standards to those recognised in South Africa, and often, limited information;

17.12. The Client acknowledges that client assets may be held on their behalf via an omnibus account.

Signature :

MASTER FACILITY AND SECURITY AGREEMENT

between

PERESEC PRIME BROKERS PROPRIETARY LIMITED

Registration Number: 1999/010976/07

(“Peresec Prime Brokers”)

and

(Name)

(ID / Registration number)

(“Client”)

MASTER FACILITY AND SECURITY AGREEMENT

SCHEDULE 1: FACILITY TERMS SCHEDULE

IF NCA APPLIES TO THIS AGREEMENT:

SCHEDULE 2: PRE-AGREEMENT QUOTATION
SCHEDULE 3: NCA DISCLOSURE STATEMENT
SCHEDULE 4: RISK DISCLOSURE STATEMENT
SCHEDULE 5: AFFORDABILITY ASSESSMENT

Defination

1.1 Terms capitalised but not defined herein shall have the meanings specified in the Mandate.

1.2 “Advance” means each advance of capital under this Agreement.

1.3 “Agreement” means this Master Facility and Security Agreement and all Schedules hereto.

1.4 “Amount Owing” means, at any time, the aggregate of all Advances not yet repaid, plus all accrued but unpaid interest and all unpaid fees payable under this Agreement.

1.5 “Business Day” means a day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.

1.6 “Client Account” has the meaning specified in the Facility Terms Schedule.

1.7 “Eligible Securities” means the securities Peresec Prime Brokers is prepared to accept as collateral security and take into account in determining the Client’s Loan to Value Ratio, as notified to the Client by Peresec Prime Brokers from time to time

1.8 “Event of Default” means the occurrence of an event specified in clause 11.1 below

1.9 “Facility” means the loan granted to the Client in terms of this Agreement.

1.10 “Facility Maximum” has the meaning specified in the Facility Terms Schedule.

1.11 “Facility Terms Schedule” means Schedule 1 to this Agreement.

1.12 “Interest Rate” has the meaning specified in the Facility Terms Schedule, as amended in terms of clause 4 below.

1.13 “Investment Manager” if applicable, has the meaning specified in the Facility Terms Schedule.

1.14 “LTV” means, on any day, the loan to value ratio of the Client, which equals the Amount Owing by the Client under this Agreement, expressed as a percentage of the value of the Eligible Securities.

1.15 “Mandate” means the written mandate, concluded between Peresec Prime Brokers, the Client and/or the Investment Manager (if applicable), to which this Agreement is an annexure.

1.16 “Maximum LTV” means the maximum LTV that Peresec Prime Brokers is prepared to allow the Client, which equals the maximum Amount Owing that Peresec Prime Brokers would allow the Client, expressed as a percentage of the value of the Eligible Securities.

1.17 “NCA” means the National Credit Act, No. 34 of 2005, as amended, including the regulations published in terms of section 171 thereof

1.18 “Offered Securities” means all securities (regardless of whether such securities are Eligible Securities) standing to the credit of the Client Account and all securities outright transferred in security to Peresec Prime Brokers in terms of clause 8.3.

1.19 “Personal Information” means personal information as defined in POPIA as:

Information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to –

a) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, wellbeing, disability, religion, conscience, belief, culture, language and birth of the person;

b) information relating to the education or the medical, financial, criminal, or the employment history Initial of the person;

c) information relating to the education or the medical, financial, criminal, or the employment history Initial of the person;

c) any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person;

d) the biometric information of the person;

e) the personal opinions, views or preferences of the person;

f) correspondence sent by the person, that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;

g) the views or opinions of another individual about the person; and

h) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person.”

1.20 “POPIA” means The Protection of Personal Information Act (Act no.3 of 2014);

1.21 “Process or Processing” means processing as defined in POPIA as follows –

“any operation or activity or any set of operations, whether or not by automatic means, concerning personal information, including—

a) the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use;

b) dissemination by means of transmission, distribution or making available in any other form; or

c) merging, linking, as well as restriction, degradation, erasure or destruction of information.”

1.20 “Share Valuation Table” means a table, available upon request from Peresec Prime Brokers from time to time, identifying Eligible Securities and indicating the valuation percentages of such Eligible Securities taken into account in determining the LTV and Maximum LTV.

1.21 “Process or Processing” means processing as defined in POPIA as follows –

“any operation or activity or any set of operations, whether or not by automatic means, concerning personal information, including—

a) the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use;

c) merging, linking, as well as restriction, degradation, erasure or destruction of information.”

1.21 “ZAR” or “Rand” or “R” means South African Rands

NCA

If the NCA applies to this Agreement, then:

2.1 it is recorded that the pre-agreement quotation (a copy of which is attached hereto as Schedule 2) was provided prior to the date on which this Agreement was concluded;

2.2 the disclosures required in terms of regulation 31(2) of the NCA are contained in Schedule 3 hereto, and in signing this Agreement, the Client acknowledges that the Client has read the contents of Schedule 3 hereto, and has been afforded the opportunity to obtain independent legal advice in regard to the content thereof; and

2.3 as required by section 108(3)(a) of the NCA, Peresec Prime Brokers shall provide the Client with monthly statements of accounts by way of electronic distribution to the Client to the email address provided in the Mandate

2.4 Peresec Prime Brokers will not include the Client in any telemarking campaigns, marketing or customer lists or mass distribution emails or electronic messages conducted by or on behalf of Peresec Prime Brokers.

Facility

3.1 Peresec Prime Brokers may make Advances from time to time, and such Advances may take the form of:

3.1.1 credits to the Client Account that Peresec Prime Brokers makes available for withdrawals;

3.1.2 debits from the Client Account by Peresec Prime Brokers for purposes of settling the Client’s purchases of securities and any other cashflows and/or losses derived from securities;

3.1.3 debits from the Client Account by Peresec Prime Brokers in respect of accrued but unpaid interest and/or fees;

3.2 Peresec Prime Brokers will only make Advances if:

3.2.1 all representations and warranties given by the Client and/or the Investment Manager in the Mandate and this Agreement are true and correct as of the date of the Advance request;

3.2.2 all documentation required by Peresec Prime Brokers pursuant to this Agreement and the Mandate has been provided by the Client and/or the Investment Manager; and

3.2.3 no Event of Default has occurred and is continuing as of the date of the Advance request, nor would any Event of Default occur as a result of the granting of the Advance request.

3.3 Whether Peresec Prime Brokers grants an Advance request shall be in the sole discretion of Peresec Prime Brokers. Peresec Prime Brokers’ failure to grant an Advance request shall not constitute a breach of the Mandate or this Agreement.

3.4 If the NCA does not apply to this Agreement, the maximum amount of the Facility will be determined by Peresec Prime Brokers in its sole discretion based on the Maximum LTV.

3.5 If the NCA applies to this Agreement, the Amount Owing by the Client under this Agreement may not, at any time, exceed the Facility Maximum.

3.5.1 For the avoidance of doubt, notwithstanding the Facility Maximum, Peresec Prime Brokers’ decision to grant any Advance will be based on the Maximum LTV and the Eligible Securities.

3.5.2 Peresec Prime Brokers shall be entitled, at any time, to reduce the Facility Maximum on 5 (five) calendar days’ written notice to the Client. The Client shall be entitled, at any time, to request Peresec Prime Brokers to reduce the Facility Maximum. Following such a request by the Client, Peresec Prime Brokers shall confirm to the Client in writing the new Facility Maximum, which Facility Maximum:

3.5.3 shall not exceed the reduced Facility Maximum requested by the Client; and

3.5.4 shall become effective from the date specified by Peresec Prime Brokers in writing, provided that such date shall not be more than 30 (thirty) calendar days after the request from the Client.

3.6 Any increase in the Facility Maximum will be considered an amendment to this Agreement, and a new credit risk assessment will be performed in respect of the Client and the proposed increased Facility Maximum.

4 Interest

4.1 In respect of each Advance, interest shall accrue at the Interest Rate and be calculated daily in respect of the outstanding principal of such Advance and be compounded monthly in arrears on the last Business Day of the financial month as specified from time to time by the JSE.

4.2 If the NCA applies to this Agreement, and if the Interest Rate in respect of an Advance changes due to a change in an underlying reference rate, Peresec Prime Brokers will give written notice to the Client of such change, no later than 30 (thirty) Business Days after the change takes effect, o

4.2.1 the adjusted underlying reference rate

4.2.2 the new effective rate of interest payable by the Client; and

4.2.3 the effective date of the new Interest Rate.

4.3 Any amount not paid on its due date for payment under this Agreement will, with effect from the calendar day after which payment was due, bear interest at a rate equal to the Interest Rate, provided that the imposition of interest under this clause 4.3 shall be without prejudice to any other rights of Peresec Prime Brokers in respect of such non-payment.

5 Repayment

5.1 All amounts owing under this Agreement, including but not limited to amounts in respect of capital, interest and fees, must be repaid in accordance with the Facility Terms Schedule.

All repayments and payments under this Agreement must be made to Peresec Prime Brokers, free of deduction or set-off of any nature, in cash, into the account notified to the Client and/or the Investment Manager from time to time.

6 Fees

6.1 The Client and/or the Investment Manager on the Client’s behalf shall be responsible for the payment of all fees set out in the Facility Terms Schedule.

6.2 If the NCA applies to this Agreement, should Peresec Prime Brokers introduce fees (in addition to those provided for in the Facility Terms Schedule and/or Schedule 4 hereto) or amend its existing fees, it will do so in compliance with the NCA and will provide the Client with 30 (thirty) calendar days’ notice of such introduction or amendment.

7 Term

This Agreement shall terminate:

7.1 at the option of the Client and/or the Investment Manager, on notice to Peresec Prime Brokers and provided that all amounts outstanding under this Agreement are repaid and/or paid;

7.2 at the option of Peresec Prime Brokers, on 30 (thirty) calendar days’ notice to the Client and/or the Investment Manager or, if the NCA applies to this Agreement, on 10 (ten) Business Days’ notice to the Client and/or the Investment Manager;

7.3 if the NCA does not apply to this Agreement, automatically if no Advances are made for a period of three calendar months and there is no Amount Owing under this Agreement; or

7.4 if the NCA applies to this Agreement, at the option of the Client or the Investment Manager on the Client’s behalf by:

7.4.1 surrendering the Offered Securities to Peresec Prime Brokers for realisation such that Peresec Prime Brokers can apply the proceeds received toward the settlement of the Amount Owing; and

7.4.2 paying any remaining unpaid Amount Owing to Peresec Prime Brokers

8 Security

8.1 The Client and/or the Investment Manager on the Client’s behalf hereby, with effect from the date on which this Agreement becomes effective, pledges and cedes in securitatem debiti to Peresec Prime Brokers as continuing covering security for all of the Client’s obligations howsoever arising to Peresec Prime Brokers, all of its right, title and interest in and to all the Offered Securities, including any balance standing to the credit of the Client Account and all claims of the Client against Peresec Prime Brokers or otherwise in respect of the Client Account.

8.2 Peresec Prime Brokers hereby accepts the pledges and cessions in its favour described in clause 8.1 above

8.3 Peresec Prime Brokers may, in its sole discretion and at any time, withdraw Offered Securities from the Client Account and in so doing, accept transfer of such Offered Securities as an outright transfer in security of such Offered Securities.

8.4 Until such time as Peresec Prime Brokers becomes entitled to exercise its rights in accordance with this clause 8 notwithstanding clause 8.1 above, the Client and/or the Investment Manager shall be entitled to withdraw cash and securities from the Client Account with the consent of Peresec Prime Brokers, acting in its sole discretion.

8.5 The obligations of the Client and the rights, powers and remedies of Peresec Prime Brokers under this clause 8 will not be discharged, impaired or affected by:

8.5.1 any fluctuation in or temporary extinction of the indebtedness secured by this Agreement and the Offered Securities and/or Client Account;

8.5.2 any of the Client’s obligations to Peresec Prime Brokers in respect of the Facility, the Mandate or otherwise being or becoming illegal, invalid, unenforceable or ineffective in any respect;

8.5.3 Peresec Prime Brokers granting any time or other indulgence to the Client and/or the Investment Manager in respect of the Facility, the Mandate or otherwise;

8.5.5 Peresec Prime Brokers’ failure to realise or under-realisation of the value of the Offered Securities and/or Client Account;

8.5.6 any release, discharge, exchange or substitution of assets taken by Peresec Prime Brokers as security for the obligations of the Client in respect of the Facility, the Mandate or otherwise;

8.5.7 any amendment to, variation, novation or revocation of the Investment Manager’s powers to act on behalf of the Client, if applicable;

8.5.8 the Client and/or the Investment Manager being legally prevented from making any payment, to Peresec Prime Brokers, as contemplated in respect of the Facility, the Mandate or otherwise;

8.5.9 the Client and/or the Investment Manager becoming financially distressed or being placed in business rescue proceedings;

8.5.10 any other act, event or omission that, but for this clause 8.5, might operate to discharge, impair or otherwise affect any of the obligations of the Client in respect of the Facility, the Mandate or otherwise or any of the rights, powers or remedies conferred upon Peresec Prime Brokers by law or otherwise.

8.6 The pledge and cession in securitatem debiti in clause 8.1 above shall remain in full force and effect until Peresec Prime Brokers notifies the Client and/or the Investment Manager in writing that all of the obligations of the Client have been satisfied in full.

8.7 The following shall apply in respect of Offered Securities transferred outright in security to Peresec Prime Brokers.

8.7.1 Peresec Prime Brokers agrees that all Offered Securities outright transferred in security to it shall be returned to the Client Account within 24 (twenty four) months (or such other period as may be prescribed in the definition of “collateral arrangement” in section 1 of the Securities Transfer Tax Act, 2007) of withdrawal of such Offered Securities from the Client Account.

8.7.2 For the avoidance of doubt, Peresec Prime Brokers will take full legal and beneficial ownership of such outright transferred Offered Securities, subject only to Peresec Prime Brokers’ obligation to return equivalent securities to the Client or the Investment Manager on the Client’s behalf in accordance with clause 8.7.1 above or on termination of this Agreement. The outright transfer in security of the Offered Securities shall not be in the nature of a pledge.

8.7.3.1 payment of an amount or delivery of such property equivalent to the interest dividends or other distributions; or

8.7.3.2 the adjustment of other amounts payable between the parties,

such that the Client receives compensation equivalent to the interest, dividends or other distributions that would have been received by the Client or the Investment Manager on the Client’s behalf had the Offered Securities not been outright transferred in security to Peresec Prime Brokers.

8.8 Should an Event of Default in respect of the Client and/or the Investment Manager occur, Peresec Prime Brokers shall have the right to:

8.8.1 take transfer of the Pledged Securities and/or rights in the Client Account at fair market value (as at the date of transfer) and set off that fair market value against the amount owing by the Client;

8.8.2 to retain Offered Securities that have been outright transferred in security at fair market value (as at the date that Peresec Prime Brokers determines that it is retaining such Offered Security) and set off that fair market value against the amount owing by the Client;

8.8.3 exercise, to the extent applicable, any voting or other rights pertaining to the Offered Securities and/or Client Account, and to appoint a nominee to exercise such voting and other rights;

8.8.4 apply all monies received by virtue of the Offered Securities and/or Client Account toward the reduction or settlement, as the case may be, of all amounts owing by the Client, and any monies received may be applied by Peresec Prime Brokers in such manner as it may determine, in all cases provided that if the amount received by Peresec Prime Brokers by virtue of the Offered Securities and/or Client Account exceeds the amount owing by the Client, whether then due or not (together with, to the extent permitted by the NCA if the NCA applies to this Agreement, all costs, expenses, commissions, charges and other amounts which Peresec Prime Brokers may incur in exercising its rights in terms hereof), Peresec Prime Brokers shall credit such excess to the Client’ Account.. If the amount received by Peresec Prime Brokers by virtue of the Offered Securities and/or Client Account is insufficient to discharge the amount owing by the Client, whether then due or not (together with, to the extent permitted by the NCA if the NCA applies to this Agreement, all costs, expenses, commissions, charges and other amounts which Peresec Prime Brokers may incur in exercising its rights in terms hereof), Peresec Prime Brokers may approach a court to enforce such remaining obligations of the Client.

8.9 The Client and/or the Investment Manager shall do everything that may be required by Peresec Prime Brokers to give effect to this clause 8, failing which Peresec Prime Brokers may attend thereto and recover on demand from the Client any expenses incurred in so doing.

8.10 Powers of Peresec Prime Brokers

8.10.1 The Client hereby irrevocably authorises and instructs Peresec Prime Brokers and all relevant parties who deal with or exercise control over the Offered Securities and/or Client Account to give effect to the pledge and cession in securitatem debiti contained in this clause 8.

8.10.2 The Client hereby irrevocably authorises and instructs Peresec Prime Brokers to withdraw Offered Securities as provided in clause 8.3 above.

8.10.3 In the event that Peresec Prime Brokers exercises its rights in respect of this clause 8, the Client hereby irrevocably appoints Peresec Prime Brokers in rem suam with power of substitution to be the Client’s lawful attorney and agent, and in its name to:

8.10.3.1 deal with the Client Account and/or Offered Securities as contemplated herein;

8.10.3.2 sign any document for the aforesaid purpose; and

8.10.3.3 generally, for such purposes, to do everything necessary in connection herewith.

9 Margin

9.1 On any day, Peresec Prime Brokers will determine the Maximum LTV and the LTV in its sole discretion, based on the liquidity (as reflected in the Share Valuation Table) and market value of Eligible Securities. Updated versions of the Share Valuation Table and Peresec Prime Brokers calculations of the Maximum LTV and the LTV are available on any Business Day to the Client on request.

9.2 In the event that on any day or at any time the LTV exceeds the Maximum LTV, Peresec Prime Brokers will notify the Client and/or the Investment Manager that the LTV must be reduced to a level that is less than the Maximum LTV within 2 (two) Business Days of receiving such notice. To reduce the LTV the Client and/or the Investment Manager may:

9.2.1 repay a portion of the Amount Owing; and/or

9.2.2 instruct Peresec Prime Brokers to sell, on the Client’s behalf, such number of Offered Securities in the Client Account as may be required and instruct Peresec Prime Brokers to apply the proceeds of such sale to repay a portion of the Amount Owing; and/or

transfer, if applicable, into the Client Account and pledge and cede in securitatem debiti, on the same terms as set out in clause 8 above, additional Eligible Securities to Peresec Prime Brokers.

If the LTV is not reduced within the 2 (two) Business Days specified above, or if at any time (including during the 2 (two)-Business Day period referred to in clause 9.1 above) and for any reason, the LTV

exceeds the Maximum LTV by 10% (ten per cent) or more, the Client hereby appoint and instructs Peresec Prime Brokers to act as its agent to realise such number of Offered Securities as may be required, the proceeds of which shall be applied to the Amount Owing to reduce the LTV to a level less than the Maximum LTV.

For the avoidance of doubt, the parties agree that the aforegoing constitutes an instruction given by the Client to Peresec Prime Brokers, and not a remedy for breach of this Agreement or the enforcement of Peresec Prime Brokers’ rights arising from the occurrence of an Event of Default.

Peresec Prime Brokers may, in its sole discretion, include in its calculation of the LTV any other assets (i.e. assets that are not held in the Client Account) transferred to Peresec Prime Brokers by or on behalf of the Client.

10 Corporate action

Except in respect of Offered Securities that have been outright transferred in security to Peresec Prime Brokers, and unless otherwise agreed between the parties, until such time as Peresec Prime Brokers becomes entitled to exercise its rights in respect of the Client Account and/or any Offered Securities in accordance with clause 8 above and clause 11 below, all voting, dividend and income rights in respect of securities standing to the credit of the Client Account and/or Offered Securities shall continue to vest in the Client.

11 Events of default

11.1 It shall be considered an Event of Default in respect of the Client if:

11.1.1 the Client fails to pay any amount due to Peresec Prime Brokers in terms of or arising from this Agreement when it becomes due;

11.1.3 an event or circumstance occurs which, with the passage of time or the giving of notice, or both be an event which, in the reasonable opinion of Peresec Prime Brokers affects or may affect the Client’s ability to meet the Client’s obligations in terms of this Agreement;

11.1.4 the Client is provisionally or finally sequestrated or liquidated;

11.1.5 the Client is put into business rescue proceedings;

11.1.6 the Client enters into or attempts to enter into a general compromise with any of the Client’s creditors;

11.1.7 a judgement is handed down against the Client, which is not satisfied within 14 (fourteen) calendar days or against which an appeal or application for rescission is not noted or made within that period (provided that such appeal or application is properly prosecuted);

11.1.8 any of the Client’s property is attached pursuant to a writ of execution;

11.1.9 the Client, or if the Client is a partnership, a partner of the Client, commits an act of insolvency (or, if the Client or the partner is not a natural person, commits an act which, if it were a natural person, would have constituted an act of insolvency) in terms of the Insolvency Act 24 of 1936 (as amended from time to time);

11.1.10 the Client, if a natural person, dies;

11.1.11 the Client, if a partnership, is dissolved by reason of the death or sequestration of any of the partners or for any other reason whatsoever;

11.1.12 any change occurs without the prior consent of Peresec Prime Brokers in the effective control or management of the Client and, in the event of the Client being a trust, in respect of the trustees;

11.1.13 if applicable, the Investment Manager’s authority to act on behalf of the Client in respect of this Agreement and/or the Mandate is revoked;

11.1.14 if the NCA applies, the Amount Owing exceeds the Facility Maximum; or

11.1.15 the Client fails to disclose all material information regarding this Agreement and/or the Facility, or misrepresents any information, or it transpires that the financial statements and/or other financial information furnished by or on behalf of the Client to Peresec Prime Brokers is or was incorrect.

11.2 Subject to clause 11.4 below, on the occurrence of an Event of Default, all amounts owing in terms of this Agreement will forthwith become due and payable without further notice and Peresec Prime Brokers shall be entitled, without prejudice to any other rights which it may have in terms of this Agreement or in law or otherwise, to exercise its rights in respect of the Offered Securities and/or Client Account.

11.3 Should Peresec Prime Brokers exercise its rights in terms of clause 8 and clause 11.1 above, Peresec Prime Brokers retains its rights to recover, and the Client shall, on receipt of a written demand, pay to Peresec Prime Brokers, any amount by which the whole or any part of the obligations of the Client exceeds the proceeds of the Offered Securities and/or Client Account subject to clause 11.4 below.

11.4 If the NCA applies to this Agreement, should the Client fail to pay any amount due to Peresec Prime Brokers upon written demand as contemplated in clause 11.3 above, Peresec Prime Brokers shall not be entitled to commence legal proceedings to enforce payment of such amount unless:

11.4.1 Peresec Prime Brokers has given notice to the Client of such default and proposed that the Client refer this Agreement to a debt counsellor (in the case of an individual), alternative dispute resolution agent, consumer court or ombud with jurisdiction (if any) with the intent that Peresec Prime Brokers and the Client resolve any dispute under this Agreement or agree to bring the payments under this Agreement up to date;

11.4.2 10 (ten) Business Days have elapsed since such notice and the Client has either not responded to the notice and has responded by rejecting such proposals;

11.4.3 the Client has been in default for at least 20 (twenty) Business Days; and

11.4.4 the Client has not surrendered the Offered Securities to Peresec Prime Brokers as contemplated in section 130(1)(c) of the NCA.

11.5 If the NCA applies to this Agreement and should the Client allege at any time or in any proceedings that this Agreement was recklessly concluded or that the Client is over-indebted, all amounts owing in terms of this Agreement will be forthwith due and payable.

12 Instructions and communications

12.1 For purposes of this Agreement, Client’s authorised dealers shall be the same as those set out in the Mandate, and may at any time provide Peresec Prime Brokers with instructions in relation to this Agreement. Peresec Prime Brokers shall only act on Client instructions given by such authorised dealers.

12.2 In the event of any change in the Client’s authorised dealers, the Client and, if applicable, the Investment Manager undertake to notify Peresec Prime Brokers of such change. Until notified of such a change, Peresec Prime Brokers shall be entitled to rely on the latest information it has received in respect of such authorised dealers from the Client and/or the Investment Manager on the Client’s behalf.

12.3 Peresec Prime Brokers shall, in the absence of manifest error, be entitled to assume that instructions purportedly received from an authorised dealer of Client are valid and duly authorised by Client, without any obligation on the part of Peresec Prime Brokers to further investigate the validity or origin of such instructions.

13 Representations and warranties

The Client represents and warrants to Peresec Prime Brokers that:

13.1 Peresec Prime Brokers is and will at all relevant times be the legal and beneficial owner of all rights in all the Offered Securities furnished under this Agreement;

13.2 the Client is acting as principal and not as an agent on behalf of a third party (unless otherwise notified to Peresec Prime Brokers);

13.3 this Agreement is legal, valid, binding and enforceable in all respects and in accordance with the terms thereof;

13.4 the Offered Securities are not and shall not be subject to any right of retention, pre-emption or other limitation or encumbrance for the duration of this Agreement;

13.5 where the Client is a natural person, the Client is older than 18 years of age, and where the Client is married in community of property, the due and proper consent of the Client’s spouse has been obtained;

13.6 where the Client is a legal person, it has the power to sign this Agreement and has taken all necessary corporate action to authorise the execution and performance of this Agreement;

13.7 the Client has disclosed all material information concerning the Client’s income, expenditure, assets, liabilities and financial position generally to Peresec Prime Brokers;

13.8 the Client generally understand and appreciate the risks, costs and obligations under this Agreement and, where the Client is a natural person, confirms that these have been explained to the Client;

13.9 the Client has fully and truthfully answered any requests for information from Peresec Prime Brokers in order for Peresec Prime Brokers to assess and approve the Facility granted to the Client in terms of this Agreement;

13.10 the conclusion of this Agreement and the advance of all Advances thereunder do not or will not have the effect that the Client is over-indebted; and

13.11 this Agreement is in a language of the Client’s choice and the Client understands the contents of this Agreement.

14 Appropriation

14.1 All payments received in terms of this Agreement shall be applied firstly to due but unpaid fees and costs, then to due but unpaid interest and then to the principal indebtedness.

14.2 If the NCA applies to this Agreement, all payments received in terms of this Agreement shall be applied firstly to due but unpaid interest, then to due but unpaid fees and costs and then to the principal indebtedness.

15 Certificate

A certificate signed by a director or any manager of Peresec Prime Brokers (whose appointment or authority need not be proved), shall be prima facie proof of the amount of the obligation of the Client to Peresec Prime Brokers in terms of this Agreement, for all purposes, including for the purpose of legal proceedings and proceedings therein and for the purpose of obtaining provisional sentence, summary judgment or judgement against the Client.

16 Renunciation of benefits

16.1 The Client renounces the benefits of the exceptions of the division of debt, multiple creditors, excussion and review of accounts.

16.2 If the NCA does not apply to this Agreement, the Client additionally renounces the benefits of no cause of action, no value or benefit received, errors in calculation and the prohibition on in duplum interest.

17 No waiver

No relaxation, indulgence or extension of time granted by any party (the grantor) to the other shall be construed as a waiver of the grantor’s rights in terms of this Agreement, or a novation of any of the terms of this Agreement, or estop the grantor from enforcing strict and punctual compliance with the terms of this Agreement.

18 Value Added Tax (“VAT”)

18.1 Peresec Prime Brokers is a taxable company duly registered for the purposes of VAT with VAT registration number 4600184503 and address at 9th Floor Bidvest Bank Building, 1 Park Lane Wierda Valley, Sandton.

18.3 This Mandate complies with the Commissioner of the South African Revenue Services direction under section 20(7) of the Value-Added Tax Act no, 89 of 1991, in respect of stockbroking operations. In particular Peresec Prime Brokers is not required to issue tax invoices in terms of section 20(7) in respect of the supplies made to their non-resident clients.

19 Assignment and Variation

This Mandate is personal to the parties and the rights and obligations of the parties may not be ceded or delegated (as the case may be) or otherwise transferred, without the prior written consent of the other party. No variation of the Mandate shall be effective unless it is in writing and signed by or on behalf of each of the parties.

20 Recording of calls

In order to assist in monitoring compliance with all applicable regulations and to avoid misunderstandings, telephone conversations between the Client or any person authorised by the Client and employees of Peresec Prime Brokers may be recorded with or without use of an automatic tone warning device by either party. The recordings shall be and will remain the sole property of Peresec Prime Brokers and will be accepted by the Client as prima facie evidence of the orders, instructions or conversations so recorded. Either Party may deliver copies or transcripts of such recordings to any court or regulatory authorities.

21 Domicilium

21.1 For all purposes of this Mandate and any matter arising out of it, the parties hereby choose the following addresses as their respective domicilia citandi et executandi (“domicilium”):

21.1.1 Peresec Prime Brokers: Katherine Towers, 1 Park Lane, Wierda Valley, Sandton 2196

Fax:

Attention:

21.1.2 Client: as set out in the Mandate

21.2 Either party may by notice in writing to the other change its domicilium as set out above to any other address which is not a post office box or poste restante.

21.3 Any notice which may be required to be given to either party shall be sent to such party’s domicilium and shall be sent by prepaid registered post, in which event it shall be deemed (unless the contrary is proved) to have been delivered and received on the 5th business day after posting.

21.4 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by either party shall be an adequate written notice or communication to it, notwithstanding that it was not sent or delivered to its chosen domicilium.

22 Entire agreement

This Agreement, together with the Mandate, constitutes the entire agreement between Peresec Prime Brokers and Client and, save as specifically provided herein no variation, modification or waiver of any provision hereof will be of any force or effect unless the same is recorded in writing and signed by all parties hereto.

23 Severability

Each provision of this Agreement is severable from all others, and if in terms of any judgment or order, any provision, phrase, sentence paragraph or clause is found to be defective or unenforceable for any reason, the remaining provisions, phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full force. In particular, and without limiting the generality of the foregoing, the parties acknowledge their intention to continue to be bound by this Agreement notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each of which shall continue to be of full force, and replaced by such an alternative provision if any, as may be agreed between the parties.

24 Independent advice

The Client acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all the provisions of this Agreement and that the Client has either taken such independent legal and other advice or dispensed with the necessity of doing so.

25 Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties hereto hereby consent to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, being the local seat of the Gauteng Division of the High Court of South Africa in regard to all matters arising from this Agreement.

26 Authority

The parties hereto have caused this Agreement to be executed by their respective representatives, who warrant and represent that they are duly authorised and competent to bind Peresec Prime Brokers and Client respectively, in terms of the rights and obligations arising out of this Agreement.

27 Regulatory Change

If it should become necessary or desirable by reason of the enactment of any new South African law or regulation at any time after the signing of this Agreement, to amend the provisions of this Agreement so as to preserve the substance of the provisions contained in this Agreement but to amend the form so as to achieve the objectives embodied in this Agreement in the best manner having regard to the new legislation, then the Parties shall be obliged to meet and negotiate in good faith such amendment of the Agreement, provided however that should the Parties be unable to agree the amendment of the Agreement within 30 (thirty) calendar days of either Party calling upon the other to do so in writing (“the negotiation period”), then the Agreement shall terminate on the expiry of the negotiation period and neither Party shall have any claim against the other in respect thereof.

27 Regulatory Change

28 Counterparts

The parties may sign this Agreement in one or more counterparts, all of which counterparts shall be considered one and the same Agreement, and all of which counterparts shall become effective when each party to this Agreement has signed its counterpart.

29 Personal Information use

29.1 The Client hereby authorises Peresec Prime Brokers to Process your Personal Information in accordance with applicable data protection laws

29.2 Peresec Prime Brokers agrees to establish security measures to protect the Client’s Personal Information from unlawful access or processing.

sign at on

For and on behalf of: Client

Signature :

FACILITY TERMS SCHEDULE

Facility terms

This Schedule forms part of the Agreement. For purposes of the Agreement:

1.1 “Client Account” means the broker dealer account (BDA) account held with Peresec Prime Brokers styled as name with number .

1.2 “Facility Maximum” if the NCA applies to this Agreement means , or, if the NCA does not apply to this Agreement, shall not apply to this Agreement.

1.3 “Interest Rate” means The Standard Bank of South Africa Limited’s prime bank rate plus% or The Standard Bank of South Africa Limited’s prime bank rate minus %, stated as nominal annual and compounded on a monthly basis. If Advances are made to the Client in an offshore currency (either in USD, GBP or EUR), “Interest Rate” means the 3-month LIBOR rate plus %, stated as nominal annual and compounded on a monthly basis.

1.4 “Investment Manager” if applicable, means , an authorised financial services provider to whom the Client has granted a power of attorney to inter alia deal with Peresec Prime Brokers on the Client’s behalf.

Repayment terms

2.1 The Client shall be entitled to repay or pay any amount outstanding under this Agreement at any time. Advances under this Agreement are not subject to a fixed repayment period. The Client is, subject to the terms of the Agreement, not required to make any repayments of Advances prior to the termination of this Agreement or the demand therefor by Peresec Prime Brokers. .

2.2 Notwithstanding clause 2.1 above, all amounts payable by the Client to Peresec Prime Brokers must be paid by the Client on 30 (thirty) calendar days’ written notice from Peresec Prime Brokers to the Client

3 Fees payable to Peresec Prime Brokers

In addition to the fees set out in the Mandate, the following fees will be payable in the amounts and at the times indicated below: Initiation Fee (exclusive of VAT): Monthly Service Fee (exclusive of VAT

Client’s authorised dealers

If different than the authorised dealers set out in the Mandate, the Client’s authorised dealers for purposes of this Agreement shall be:

QUOTATION FOR INTERMEDIATE AND LARGE CREDIT AGREEMENTS

IN TERMS OF SECTION 92(2) OF THE NATIONAL CREDIT ACT, 34 OF 2005

This Schedule 2 forms part of the Agreement

NCR number: NCRCP 6833

NCR Form
NCR number:
Credit provider:
Consumer:
Physical address:
Contact number:		Contact number:
Date:

NCR Form
PART A: Credit facility
Facility Maximum:
Initiation fee:
Monthly administration fee:
Annual interest rate:
PART B: Security provided
(Description of security required and of conditions under which possession would occur)
Offered Securities housed in stock-broking account at Peresec Prime Brokers
PART C: Repayment arrangements
(Insert information regarding the frequency of payments, including method of payment, date of first payment and date of last payment)
No fixed repayment terms

ADDITIONAL DISCLOSURE IN TERMS OF REGULATION 31 PUBLISHED IN TERMS OF THE NATIONAL CREDIT ACT, 34 OF 2005

DEFINITIONS

Terms defined in the Agreement to which this document is attached as Schedule 3 shall bear the same meaning when used in this document. This Schedule 3 forms part of the Agreement.

CONTACT DETAILS OF THE NATIONAL CREDIT REGULATOR AND TRIBUNAL

Terms defined in the Agreement to which this document is attached as Schedule 3 shall bear the same meaning when used in this document. This Schedule 3 forms part of the Agreement.

NCR Contact Information
Contact Information
Physical Address:
Telephone Number:
Toll Share Number:
Email Address:

3. CLIENT’S RIGHTS IN TERMS OF THE NCA

In addition to the rights set out in the Agreement:

3.1. Complaints

3.1.1. the Client may resolve a complaint arising from the conclusion of the Agreement by way of alternative dispute resolution as set out in section 134 of the NCA;

3.1.2. the Client may file a complaint with the National Credit Regulator as set out in section 136 of the NCA;

3.1.3. the Client may make an application to the Tribunal in terms of section 137 of the NCA;

3.2. Application to Debt Counsellor

3.2.1. the Client may apply to a debt counsellor in terms of section 86 of the NCA for a review of indebtedness. Such application shall be made to a debt counsellor using Form 16. The Client may not make application for debt review if Peresec Prime Brokers has commenced proceedings in terms of section 129 of the NCA, whereby Peresec Prime Brokers has drawn the Client’s attention to the default, and proposed that the Client refer the Agreement to the counsellor, alternatively a dispute resolution agent, consumer court or ombudsman with jurisdiction, with the intention of resolving any dispute under the Agreement and/or has taken further steps and has approached the court for an order to enforce the Agreement after complying with its statutory obligations;

3.2.2. the Client may be required to pay to the debt counsellor an application fee;

3.2.3. the debt counsellor shall provide the Client with proof of the receipt of the application and notify every registered credit bureau as well as any credit providers (including Peresec Prime Brokers) that the Client may list in the application;

3.2.4. the Client must comply with reasonable requests by the debt counsellor to facilitate the evaluation of the Client’s state of indebtedness and participate in good faith in the review and any negotiations designed to result in a responsible debt rearrangement. The debt counsellor shall determine whether the Client appears to be over-indebted and if the Client seeks a declaration of reckless credit, whether the Agreement appears to be reckless;

3.2.5. the debt counsellor shall make an assessment and shall take one or more of the following steps:

3.2.5.1. if the Client is not over-indebted, the debt counsellor must reject the application;

3.2.5.2. if the Client is not over-indebted, but experiencing or likely to experience difficulty in satisfying all of the Client’s obligations under credit agreements in a timely manner, the debt counsellor may recommend that the Client and each credit provider to whom the Client may owe any amount voluntarily consider and agree on a plan of debt rearrangement;

3.2.5.3. if the Client is over-indebted, the counsellor may issue a proposal recommending that the Magistrate's Court make one or both of the following orders:

3.2.5.3.1. that one or more of the Client’s credit agreements be declared reckless credit, if the debt counsellor has concluded that those agreements appear to be reckless; and/or

3.2.5.3.2. that one or more of the Client’s obligations be rearranged by:

3.2.5.3.2.1. extending the period of the agreement and reducing the

3.2.5.3.2.2. amount of each amount accordingly postponing, during a specified period, the date upon which payments are due under the agreement;

3.2.5.3.2.3. extending the period of the agreement and postponing a specific period the dates upon which payments are due under the agreement;

3.2.5.3.2.4. recalculating the Client’s obligations because of a contravention of Part A or B of Chapter 5 or Part A of Chapter 6;

3.2.6. if the Client’s application is rejected by the debt counsellor, the Client may apply directly to the Magistrate’s Court, using Form 18, for an order on the terms set out in paragraph 3.2.5.3 above;

3.2.7. if the Client is in default under the Agreement, Peresec Prime Brokers may give notice in respect of the Agreement to terminate the review in the prescribed manner to:

3.2.7.1. the Client;

3.2.7.2. the debt counsellor; and

3.2.7.3. the National Credit Regulator,

at any time at least 60 (sixty) days after the date on which the Client applied for the debt review. If Peresec Prime Brokers proceeds to enforce the loan under Part C of Chapter 6 of the NCA, the Magistrate's Court hearing the matter may order that the debt review resume on any conditions the court considers to be just in the circumstances.

4. RIGHT OF PERESEC PRIME BROKERS TO TERMINATE THE AGREEMENT

Peresec Prime Brokers has the right, in terms of section 123, read with sections 129, 130 and 133 of the NCA, to terminate the Agreement. The steps which Peresec Prime Brokers must take include, amongst others, drawing a default under the Agreement to the Client’s attention, and proposing that the Client refer the credit agreement to a debt counsellor, alternative dispute resolution agent, consumer court or ombud with jurisdiction, and thereafter Peresec Prime Brokers may approach the court for an order to enforce the Agreement, once the Client has been in default of the credit agreement for at least 20 (twenty) Business Days, and notice in terms of section 129 has been served on the Client for a period of 10 (ten) Business Days or longer.

5. OTHER FEES AND CHARGES

5.2. In the event of default, default administration charges will be imposed and be recovered to the maximum extent permitted by the NCA.

5.3. If applicable, collection costs will be imposed in respect of enforcement of the Client’s monetary obligations under the credit agreement to the maximum extent permitted by the NCA.

6. CREDIT BUREAU REPORTING PRACTICES AND CONTACT DETAILS

6.2. Peresec Prime Brokers shall be entitled, but not obliged, on default of any of the Client’s obligations in terms of the Agreement, to provide any and all information which is required or permissible in terms of the NCA, to TransUnion ITC. Peresec Prime Brokers will advise the Client, prior to making any report to TransUnion ITC, of the content of such report and the Client shall be entitled to receive a copy of such information upon request. The Client further has the right to challenge the accuracy of the information which will be provided to TransUnion ITC, in terms of section 72 of the NCA.

6.3. By the Client’s signature to the Agreement, the Client confirms that Peresec Prime Brokers may transmit to the aforementioned credit bureau, data about the Client’s application, opening and termination of the Agreement.

6.4. The contact details of TransUnion ITC are:

Physical Address: Wanderers’ Office Park
52 Corlett Drive
Illovo, Johannesburg, 2000
Postal Address: PO Box 4522
Johannesburg
2000
Telephone Number: 011 214 6000

6.5. The Client is advised that the aforementioned credit bureau provides a credit profile and possible credit score and the credit-worthiness of persons on their records.

6.6. The Client has the right to:

6.6.5. contact TransUnion ITC;

6.6.6. have the credit record pertaining to the Client disclosed; and

6.6.7. challenge and correct inaccurate information.

RISK DISCLOSURE

It is the Client’s sole responsibility before entering into any transaction or relying on any service provided by the Client’s investment manager and /or Peresec Prime Brokers, to carefully consider whether the transaction or service is appropriate for the Client in light of the Client’s experiences, objectives, financial and operational resources and other relevant circumstances. The Client should ensure that it fully understands the nature of the transaction and the contractual relationship the Client is entering into and the nature and extent of the Client’s exposure to risk of loss, which may exceed the amount of any initial payment by or to the Client. The Client is advised to consult the Client’s own advisors regarding any legal, regulatory, credit, tax or accounting aspects that may be applicable to any transaction. Unless otherwise agreed in writing, Peresec Prime Brokers acts solely in the capacity of an arm’s length counterparty and not as an advisor or fiduciary. Peresec Prime Brokers shall not be liable in any manner should the Client be declared a dealer in securities by the revenue authorities.

In the event that the Client has charged in favour of Peresec Prime Brokers, all right, title and interest in and to the Offered Securities as security for its obligations, the Client is advised and should fully understands that:

If the actual LTV, for whatsoever reason, exceeds the Maximum LTV, then Peresec Prime Brokers will call upon the Client to make good the shortfall, either by selling securities, paying down the Amount Owing or depositing Eligible Securities into the Client Account.
The following events can lead to a margin call:
- if the market value of Eligible Securities falls;
- if the Client purchases additional securities;
- if debit interest and other charges are incurred; or
- if any securities previously included in the Eligible Securities list become disqualified for such inclusion in the sole discretion of Peresec Prime Brokers.
If the Client fails to respond to the margin call within 2 (two) Business Days after margin call was made, or if at any time (including during the 2 (two) Business Day period referred to above) and for any reason, the LTV exceeds the Maximum LTV by 10% (ten per cent) or more, Peresec Prime Brokers is entitled to act as the Client’s agent to realise such number of the Offered Securities as may be required and at discretion of Peresec Prime Brokers, the proceeds of which shall be applied to the Amount Owing to reduce the LTV to a level less than the Maximum LTV.

AFFORDABILITY ASSESSMENT

1. Verification of Net Asset Value

R500,000 to R1 million
R1 million to R5 million
Higher than R5 million

2. Verification of Annual Free Cash Available

3. Affordability Assessment

Peresec Prime Brokers will assess the income earning capacity and the market liquidity of the share portfolio given as collateral to determine whether the Client has the financial means to service the debit interest and to pay the capital balance outstanding. Peresec Prime Brokers may take further practical steps to validate the gross income of the Client and the Client undertakes to disclose to and provide the required documentation to Peresec Prime Brokers.

INVESTOR ELECTION

between

PERESEC PRIME BROKERS PROPRIETARY LIMITED

(Registration no: 1999/010976/07)

(hereinafter referred to as “Peresec Prime Brokers”)

and

(hereinafter referred to as the “Client” or “Investor” )

and

Registered Name of Investment Manager:

FSP Number of Investment Manager:

Registration Number of Investment Manager:

(hereinafter referred to as the “Investment Manager”)

1. CLIENT INFORMATION

DETAILS OF CLIENT
Account Number (not applicable if new)
Full Name
Surname
Entity Type (e.g. Individual, Company)
Nationality
Residency
Identification Number (if Non-Resident, Passport Number) *Proof required
Occupation or Business Activities
Income Tax Number (if applicable) *Proof required
Physical Address and Postal Code *Proof required
Postal Address and Postal Code (if applicable)
Telephone Number(s)

Version: February 2022

Mobile Number(s)
Email Address(es)

INVESTOR BANK ACCOUNT DETAILS *Proof required. Peresec Prime Brokers may not process 3rd party payments
Account Name (Proof required)*
Bank Name (Proof required)*
Branch Name
Branch Number
Account Number
Account Type

2. PRODUCT INFORMATION

PORTFOLIO MANAGER INFORMATION
Portfolio Manager
Advisor Code
Branch Code
Partner Code
Management Code

PRODUCTS (please select the applicable products)
	Equity
	CFD
	Safex
	YieldX
	PSP (Life Wrapper)
	Carry Account
	Scrip Lending / Bear Sale / Short Sale
	Offshore via Foreign Allowance
	Offshore via Asset Swap
	Bonds

EXECUTION RATES
JSE Listed Equity
JSE Listed CFD
Offshore Equity
Offshore CFD
Safex and YieldX

LOCAL CFD FUNDING RATES
Funding on Long	Reference Rate* plus
Funding on Short	Reference Rate* plus
Funding on Margin	Reference Rate* plus

*Reference Rate = SAOBOR + 50bps

Version: February 2022

3. REPORTING INFORMATION

Reporting Information (Please enter the email address(es) to which the below reports should be sent. You can either provide one email address to which all reports must be sent, or you can specify the email address per report.)
	Send all reports to this email address
Alternatively, send each report to the email address(es) stated below:
	Trade Confirmations and BDA
	Portfolio and Tax Statements
	Corporate Actions

4. REQUIRED DOCUMENTS

DO YOU HAVE THE BELOW REQUIRED DOCUMENTS?
	Copy of signed Mandate between Client and FSP
	Client Initiation and Investor Election Form – Signed by Authorised Person at FSP (CIIEF)
	Supporting FICA and KYC documentation
	Power of Attorney – Signed by Client (if applicable)
	Dividend Withholding Tax (DWT) Exemption (Companies only)
	W8-BEN or W8-BEN-E Form (all Offshore accounts)
	Foreign Investment Mandate (all Offshore accounts)
	Safex and IRC Mandate – if applicable

5. CLIENT DUE DILIGENCE

INTENDED NATURE OF THE RELATIONSHIP WITH PERESEC PRIME BROKERS (please tick the relevant choice)
	Once-off transaction
	Business relationship

SOURCE OF FUNDS / INCOME / WEALTH (please tick the relevant choice) NOTE. For us to comply with the provisions of FICA, we could require additional documentation to establish the source of funds and source of wealth. We will advise you accordingly if this is the case.
	Salary / Employment	Sale of Property
	Savings	Inheritance
	Existing Portfolio	Pension
	Profits	Bonus
	Dividends	Other
If you selected Other, please provide additional information below:

INTENDED PURPOSE OF RELATIONSHIP WITH PERESEC PRIME BROKERS (please tick the relevant choice(s)).
PRODUCT		JURISDICTION
	Long Term Investments and Custody		South Africa
	Active Trading		International (Foreign Allowance)
	Geared Exposure		International (Asset Swap)
	Short Exposure

Version: February 2022

PROMINENT AND PUBLIC PERSON DECLARATION.
Do you occupy a prominent public official position or perform a public function at a senior level (i.e. Domestic Prominent Influential Persons or Foreign Prominent Public Officials)?
	Yes	No
Are you a known close associate of a Domestic Prominent Influential Person or a Foreign Prominent Public Official?
	Yes	No

6. INVESTOR ELECTION

6.1. ISDA Documentation and/or CFD Annexure (if applicable):

By ticking “Yes” in the box below and signing and dating the space below, the Investor (or the Investor’s duly authorised agent acting for and on behalf of the Investor) hereby confirms and agrees that:

6.1.1. the Investor is authorised and intends to trade in derivative instruments by inter alia entering into ISDA and/or CFD trades, equity swaps and/or over-the-counter instruments; and
6.1.2. in order to enter into the relevant ISDA and/or CFD transaction, equity swaps and/or over-the-counter instruments, the Investor authorises Peresec Prime Brokers and/or the Investment Manager to sign and execute, on behalf of the Investor, the relevant ISDA, CFD, equity swaps and/or over-the-counter documentation which includes, but is not necessarily limited to: the relevant master agreement, schedule, confirmation (in respect of each transaction), CFD annexure and all other necessary documents thereto:

PLEASE SELECT THE RELEVANT PRODUCT(S)
CFDs, Equity Swaps		Yes		No
Equity Index Basket Linked Notes (over-the-counter)		Yes		No

6.2. STP Authorisation (if applicable):

This paragraph is only applicable if the Investor is given direct market access to execute trades electronically in the order book of an authorised user of a licensed exchange. I/We the undersigned, hereby indemnify and hold Peresec Prime Brokers harmless against any fraudulent, wilful or negligent acts or omissions that may be undertaken by the Authorised STP User (as defined in Annexure “A” of the Trading and Custodial Services Agreement) for any Loss of assets or capital.

3.3 This paragraph 3.3 and the execution clause immediately below shall serve as the execution clause of the Trading and Custodial Services Agreement between Peresec Prime Brokers, the Investor and the Investment Manager. By signing this paragraph 3.3:

3.3.1. Peresec Prime Brokers hereby executes the Trading and Custodial Services Agreement and thereby bind themselves to the terms and conditions thereof; and
3.3.2. the Investment Manager warrants that it is acting in two capacities, firstly as principal to this Agreement and secondly as the duly authorised agent signing this Agreement for and on behalf of the Investor, and hereby understands and agrees, by virtue of its signature of this paragraph 3.3, to be binding both the Investment Manager and the Investor, to the terms of each of the following agreements/documents:

3.3.2.1 this Trading and Custodial Services Agreement (and annexure thereto, in the form attached hereto), signed between Peresec Prime Brokers and the Investment Manager in terms of Schedule “1”;
3.3.2.2.the respective account opening agreements, as specified in Part B of Annexure “B”, necessary to provide the Services in terms of this Trading and Custodial Services Agreement;
3.3.2.3.the following agreements (and annexure thereto) required in order to trade in cash and derivative instruments in accordance with the terms of this Trading and Custodial Services Agreement:

3.3.2.4.JSE Controlled Client Dealing Mandate;
3.3.2.5.Equity Swap Annexure;
3.3.2.6. Equity Index Basket Linked Master Confirmation;

Version: February 2022

By affixing your signature below, whether it be an electronic or a wet signature, you confirm that:

Peresec Prime Brokers can collect, process, and store the personal information you have provided for all purposes as intended in the business relationship. For a comprehensive list of all the personal information that Peresec Prime Brokers may collect, process, and store, please visit the Privacy policy available at www.peresec.com.
Peresec Prime Brokers may also verify the personal information you have provided, which may comprise sharing the personal information with verified third-party data providers and publicly available sources, including but not limited to credit reporting agencies and government agencies. Peresec Prime Brokers protects personal information obtained from third parties in accordance with the Privacy Policy, as well as any requirements arising from the source of the third-party data.
You are aware of your personal information protection rights. For more information on these rights, please visit the Privacy Policy or contact your Relationship Manager.

Without your personal information Peresec Prime Brokers will not be able to provide you with the products and/or services that you require. If you do not agree with the terms laid out above, do not affix your signature below

Signed at on this the day of 20 .

FOR: PERESEC PRIME BROKERS PROPRIETARY LIMITED

Signature :

(who warrants his/her authority hereto)

Name of Signatory

Capacity of Signatory

Signed at on this the day of 20 .

FOR: INVESTMENT MANAGER

Signature :

(who warrants his/her authority hereto)

Name of Signatory

Capacity of Signatory

Signed at on this the day of 20

FOR: INVESTMENT MANAGER (in its capacity as the duly authorized agent and signatory of the Investor)

Signature :

(who warrants his/her authority hereto)

Name of Signatory

Capacity of Signatory

Version: February 2022

OTC DERIVATIVES APPROPRIATENESS ASSESSMENT
Client financial situation, objectives, knowledge and experience

In terms of Financial Markets Act (“FMA”) Conduct Standard 2 of 2018, Peresec Prime Brokers Proprietary Limited (“Peresec”) is required to assess the appropriateness Over-the-Counter (“OTC”) Derivatives for you. Please complete the below table in order for Peresec to make such an assessment. Please note that, if you do not provide the information requested or if you provide insufficient information, Peresec will be unable to assess the appropriateness of transactions in OTC Derivatives for you. Peresec may continue to enter into OTC Derivative transactions with you.

Financial means

Asset value	Y / N
I have sufficient assets to maintain my current living standard despite potential losses on OTC Derivative trades.
Liquid assets
I have sufficient liquid assets (e.g. cash) to meet margin calls and/or losses on short notice.
Financial objectives
I have sufficient liquid assets (e.g. cash) to meet margin calls and/or losses on short notice.
Loss tolerance
I can determine the maximum loss on an OTC Derivative transaction and have the financial means to tolerate such loss.

Proficiency

Experience	Y / N
I have sufficient experience in trading in financial markets and OTC Derivatives.
I am advised by an OTC Derivatives advisor.
Risk understanding
I am knowledgeable about all risks related to OTC Derivative trades.

Please provide us with supporting documentation where applicable

You are obliged to inform Peresec immediately in writing if any of this information changes. In the absence of such notification Peresec will accept that this information is still valid.

Investment Manager Signature

Date

Name

Version: February 2022

ANNEXURE “B1”

FORM OF SPECIAL POWER OF ATTORNEY

Preamble

Whereas, the Investor, client name

Whereas, pursuant to the Investment Mandate and in order for MSM Property Fund (Pty) Ltd to fulfil its trading and settlement obligations under the Investment Mandate, MSM Property Fund (Pty) Ltd has subsequently entered into a trading and custodial services agreement (the “Trading and Custodial Services Agreement”) dated

Now therefore I, the undersigned,

Investor Name Identity / Registration Number

I hereby nominate, constitute and appoint MSM Property Fund (Pty) Ltd, Registration Number 2012/126574/07 with power of substitution as my lawful attorney and agent.

to settle and sign on my behalf and in my stead an agreement with MSM Property Fund (Pty) Ltd, Peresec Prime Brokers and I to manage my rights and responsibilities and to set out certain indemnities, waivers and representations required by Peresec Prime Brokers;
further to settle and sign all other documentation, open all such accounts and take all such steps (including trading in any particular financial product) which may be necessary for or ancillary to the completion implementation and performance of the Trading and Custodial Services Agreement; and
generally, for effecting the purposes aforesaid, to do or cause to be done whatsoever shall be requisite as fully and effectually for all intents and purposes as I might or could do if personally present and acting herein.

I hereby ratify, allow and confirm and promise and agree to ratify, allow and confirm all and whatsoever my said attorney and agent shall lawfully do, or cause to be done, under this special power of attorney.

I indemnify and hold harmless my attorney and agent from any loss that results from an error made in good faith save for willful misconduct or the willful failure to act in good faith.

I indemnify any third party from any claims which may arise against the third party because of reliance on this power of attorney.

SIGNED at this day of 20,

in the presence of the undersigned witnesses.

AS WITNESSES:

INSERT INVESTOR NAME

Signature :

FICA AND KYC REQUIREMENTS FOR FINANCIAL SERVICES PROVIDERS AND ACCOUNTABLE INSTITUTIONS

The Financial Intelligence Centre Act (”FICA”) requires financial institutions, such as Peresec Prime Brokers, to establish and verify clients’ identities to combat money laundering and the financing of terrorism. The documentation as set out below is required by us in order to comply with these obligations. Please note the requirements may differ depending on the type of entity and the risk of the client as per Peresec Prime Brokers’ risk rating process.

INDIVIDUAL – SOUTH AFRICAN CITIZEN OR RESIDENT (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Identification Document (clear copy)	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Address Details	Address details only	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax numbe
Declaration of Occupation or Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

INDIVIDUAL – NON-RESIDENT INDIVIDUALS OR FOREIGN NATIONALS (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Identification Document (clear copy)	Identity Document or Passport *	Identity Document or Passport *	Identity Document or Passport *
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax number
Declaration of Occupation or Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence

INDIVIDUAL – NON-RESIDENT INDIVIDUALS OR FOREIGN NATIONALS (NATURAL PERSON)
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

SOUTH AFRICAN COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Registration Document	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39	CIPC Disclosure Certificate for South African companies as proof of trade name, registered address and company directors, or the following CM1/COR15.1A/15.1B and CM9/COR14.1. CM22/COR21.1, CM29/COR39
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	SARS document evidencing tax number	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)
Identification Document (clear copy)	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

CLOSE CORPORATION
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Registration Document	CIPC Registration Document (not older than 3 years)	CIPC Registration Document (not older than 3 years)	CIPC Registration Document (not older than 3 years)
Address Details	Proof of Address **	Proof of Address **	Proof of Address **

CLOSE CORPORATION
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation (Signed)
Identification Document (clear copy) for each Member	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

NON-RESIDENT COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Certificate of Incorporation	Certificate of Incorporation	Certificate of Incorporation	Certificate of Incorporation
Address Details	Proof of Address **	Proof of Address **	Proof of Address **
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Shareholding / Beneficial Ownership Confirmation ("UBO")	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)
Identification Document (clear copy)	Identity Card or Passport *	Identity Card or Passport *	Identity Card or Passport *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence

NON-RESIDENT COMPANY
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

PARTNERSHIP
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Partnership Agreement	Partnership Agreement	Partnership Agreement	Partnership Agreement
Address Details	Details Only	Details Only	Proof of Address ** for Trustees and Beneficiaries
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
List of Partners	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)	Auditor's Letter, Share Certificate, Company Secretary Confirmation, Register of Members (Signed)
Identification Document (clear copy)	Identity Card or Passport *	Identity Card or Passport *	Identity Card or Passport *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Letter of Authority	Letter of Authority	Letter of Authority	Letter of Authority
Trust Deed	Trust Deed	Trust Deed	Trust Deed
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number

TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Founder / Trustees / Beneficiaries	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

NON-RESIDENT TRUSTS
KYC REQUIRED	STANDARD RISK CLIENT	MEDIUM RISK CLIENT	HIGH RISK CLIENT
Letter of Authority	Letter of Authority	Letter of Authority	Letter of Authority
Partnership Agreement	Partnership Agreement	Partnership Agreement	Partnership Agreement
Trust Deed	Trust Deed	Trust Deed	Trust Deed
Bank Details	Bank Statement not older than 3 months	Bank Statement not older than 3 months	Bank Statement not older than 3 months
Tax Details	Tax details (i.e. number) only	Tax details (i.e. number) only	SARS document evidencing tax number
Founder / Trustees / Beneficiaries	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *	Valid SA Barcoded ID book, Identity Card (front and back), driver’s license, temporary ID, Passport, Birth certificate or other acceptable documentation *
Declaration of Business Activities	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election, as well as document evidencing proof of business activities
Declaration of Source of Funds	Information completed on Client Information Schedule and Investor Election	Information completed on Client Information Schedule and Investor Election	Written Declaration and/or Documentary Evidence
Additional Requirements	None	None	FSP Board Approval – Steps taken by FSP subject to this approval Ongoing monitoring

NATURAL PERSON VERIFICATION DOCUMENTATION:
- We will accept electronic versions but reserve the right to call for certified copies.
- Note: If your South African green bar-coded identification document or South African Smart Card ID issued by the Department of Home Affairs is not available, please provide us with a copy of either a South African passport, South African driver’s licence or South African temporary identification document, together with a letter explaining why the South African green bar-coded identification document or South African Smart Card ID issued by the Department of Home Affairs is not available.
- The copy of the South African green bar-coded identification document, or South African Smart Card ID issued by the Department of Home Affairs, or South African Passport, or South African driver’s license, must be valid and reflect the person’s full names or initials, surname, identity number and date of birth.
- All South African identification documents must contain a verifiable photo of the person.

SOUTH AFRICAN CITIZEN OR RESIDENT:
- Green bar-coded identity document;
- Both sides of the Smart identity card;
- Valid passport;
- Valid driver’s licence;
- Valid temporary identity document.

MINOR:
- Copy of birth certificate or valid ID document or adoption certificate (if applicable);
- Letter confirming legal guardianship (if applicable);
- ID document of the guardian or parent.

NON-RESIDENT INDIVIDUAL OR FOREIGN NATIONAL:
- Valid passport;
- Valid asylum seeker or refugee permit;
- Valid work permit.

ESTATE LATE:
- Client information form;
- Last Will;
- Death certificate in respect of the deceased;
- Letters of Executorship;
- Copy of South African green bar-coded identification document or South African Smart Card ID issued by the Department of Home Affairs of the Executor(s);
- Proof of the Executor’s address.

ACCEPTABLE PHYSICAL ADDRESS DOCUMENTATION TO PROVIDE AS PROOF OF ADDRESS:
- A utility bill (not older than 3 months);
- A bank statement reflecting the name and residential address or mortgage statement;
- A valid lease / rental agreement;
- A valid tv licence (South African residents only);
- A municipal rates and taxes invoice (not older than 3 months);
- A telephone or cell/ mobile phone account (not older than 3 months).

Confirmation of Residential Address by Co-habitant

I, , ID Number , confirm that I own the property located at .

I further confirm that resides at the above-mentioned property.

Please find attached a copy of my identity document as well as a copy of my residential address verification document which reflects my name and residential address.

Signed at on this day of .

Signature: Owner of residential property

Owner to attach copy of ID document and utility bill not older than three months.

Conservative	I am willing to accept the lowest return potential, lowest return variability and the lowest fluctuation in account value in exchange for lower risk.
Moderately conservative	I am willing to accept a relatively low return potential, relatively low return variability and relatively low fluctuation in account value in exchange for a below average amount of risk.
Moderate	I am willing to accept an average amount of risk in exchange for average return potential, average return variability and average fluctuation in account value.
Moderately aggressive	I am willing to accept an above average amount of risk in exchange for a relatively high return potential, relatively high return variability and relatively high fluctuation in account value .
Aggressive	I am willing to accept the highest amount of risk in exchange for the highest return potential, the highest return variability and the highest fluctuation in account value.

Corporation	Partnership	Simple trust
Tax-exempt organization	Complex trust	Foreign Government - Controlled Entity
Central Bank of Issue	Private foundation	Estate
Foreign Government - Integral Part	Grantor trust	Disregarded entity
International organization

Nonparticipating FFI (including an FFI related to a Reporting IGA FFI other than a deemed-compliant FFI, participating FFI, or exempt beneficial owner).	Nonreporting IGA FFI. Complete Part XII.
Participating FFI.	Foreign government, government of a U.S. possession, or foreign central bank of issue. Complete Part XIII.
Participating FFI.	International organization. Complete Part XIV.
Reporting Model 1 FFI.	Exempt retirement plans. Complete Part XV
Reporting Model 2 FFI.	Entity wholly owned by exempt beneficial owners. Complete Part XVI.
Reporting Model 2 FFI.	Entity wholly owned by exempt beneficial owners. Complete Part XVI.
Registered deemed-compliant FFI (other than a reporting Model 1 FFI, sponsored FFI, or nonreporting IGA FFI covered in Part XII). See instructions.	Territory financial institution. Complete Part XVII.
Sponsored FFI. Complete Part IV	Sponsored FFI. Complete Part IV Excepted nonfinancial start-up company. Complete Part XIX. Excepted nonfinancial start-up company. Complete Part XIX.
Sponsored FFI. Complete Part IV.	Excepted nonfinancial entity in liquidation or bankruptcy.Complete Part XX.
Certified deemed-compliant nonregistering local bank. Complete Part V.	Excepted nonfinancial entity in liquidation or bankruptcy.Complete Part XX
Certified deemed-compliant FFI with only low-value accounts. Complete Part VI.	Nonprofit organization. Complete Part XXII. Publicly traded NFFE or NFFE affiliate of a publicly traded
Certified deemed-compliant sponsored, closely held investment vehicle. Complete Part VII.	Excepted territory NFFE. Complete Part XXIV..
Certified deemed-compliant limited life debt investment entity. Complete Part VIII.	Active NFFE. Complete Part XXV.
Certain investment entities that do not maintain financial accounts. Complete Part IX.	Excepted inter-affiliate FFI. Complete Part XXVII
Owner-documented FFI. Complete Part X	Sponsored direct reporting NFFE. Complete Part XXVIII.
Restricted distributor. Complete Part XI.	Account that is not a financial account

Branch treated as nonparticipating FFI.	Reporting Model 1 FFI.	U.S. Branch.
Participating FFI.	Reporting Model 2 FFI

Government	Company that meets the ownership and base erosion test
Tax-exempt pension trust or pension fund	Company that meets the derivative benefits test
Other tax-exempt organization	Company with an item of income that meets active trade or business test
Publicly traded corporation	Favorable discretionary determination by the U.S. competent authority received
Subsidiary of a publicly traded corporation	No LOB article in treaty
	Other (specify Article and paragraph):
The beneficial owner is claiming treaty benefits for U.S. source dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation and meets qualified resident status (see instructions)
Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph of the treaty identified on line 14a above to claim a % rate of withholding on (specify type of income): Explain the additional conditions in the Article the beneficial owner meets to be eligible for the rate of withholding:

Real Estate Instruments listed on the Johannesburg Securities Exchange
Real Estate Instruments listed on the Johannesburg Securities Exchange
Agriculture related Equities (listed on the Johannesburg Securities Exchange)

Institutional Client

Statutory Disclosure Form

APPLICATION FORM – FOREIGN PORTFOLIO INVESTMENTS

MASTER FACILITY AND SECURITY AGREEMENT

PERESEC PRIME BROKERS PROPRIETARY LIMITED

Registration Number: 1999/010976/07

(“Peresec Prime Brokers”)

(Name)

(ID / Registration number)

(“Client”)

Contents

MASTER FACILITY AND SECURITY AGREEMENT

IF NCA APPLIES TO THIS AGREEMENT:

Defination

NCA

Facility

4 Interest

5 Repayment

6 Fees

7 Term

8 Security

9 Margin

10 Corporate action

11 Events of default

12 Instructions and communications

13 Representations and warranties

14 Appropriation

15 Certificate

16 Renunciation of benefits

17 No waiver

18 Value Added Tax (“VAT”)

19 Assignment and Variation

20 Recording of calls

21 Domicilium

22 Entire agreement

23 Severability

24 Independent advice

25 Law

26 Authority

27 Regulatory Change

27 Regulatory Change

28 Counterparts

29 Personal Information use

FACILITY TERMS SCHEDULE

Facility terms

Repayment terms

QUOTATION FOR INTERMEDIATE AND LARGE CREDIT AGREEMENTS

IN TERMS OF SECTION 92(2) OF THE NATIONAL CREDIT ACT, 34 OF 2005

DEFINITIONS

CONTACT DETAILS OF THE NATIONAL CREDIT REGULATOR AND TRIBUNAL

INVESTOR ELECTION

Declaration & Undertaking Form Exemption from Dividends Tax

Financial Assessment

FICA AND KYC REQUIREMENTS FOR FINANCIAL SERVICES PROVIDERS AND ACCOUNTABLE INSTITUTIONS

Confirmation of Residential Address by Co-habitant

APPLICATION FORM – FOREIGN PORTFOLIO INVESTMENTS

W-8BEN-E

Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)

Identification of Beneficial Owner

Identification of Beneficial Owner (continued)

Disregarded Entity or Branch Receiving Payment. . (Complete only if a disregarded entity with a GIIN or a branch of an FFI in a country other than the FFI’s country of residence. See instructions.)

Part III Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only.)

Sponsored FFI

Certified Deemed-Compliant Nonregistering Local Bank

Certified Deemed-Compliant FFI with Only Low-Value Accounts

Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle

Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle

Certified Deemed-Compliant Limited Life Debt Investment Entity

Owner-Documented FFI

Restricted Distributor

Nonreporting IGA FFI

Foreign Government, Government of a U.S. Possession, or Foreign Central Bank of Issue

International Organization

Exempt Retirement Plans

Territory Financial Institution

Excepted Nonfinancial Group Entity

Excepted Nonfinancial Start-Up Company

Excepted Nonfinancial Entity in Liquidation or Bankruptcy

501(c) Organization

501(c) Organization

Declaration & Undertaking Form
Exemption from Dividends Tax