GENERAL RULES

OF THE

DYNAM-IQUE SA UMBRELLA PROVIDENT FUND

It was hereby resolved at a meeting of the Board of Trustees held at

________________ on ___________________ that:

1. the Dynam-ique SA Umbrella Provident Fund (the “Fund”) be established with

effect from 1 August 2005

2. the attached General Rules are the General Rules of the Fund

3. the General Rules be read in conjunction with the Unique Rules issued in

respect of each Participating Employer

4. the Fund is exempt from the requirement for Actuarial Valuation in terms of

Sections 9A and 16 of the Act and has been certified as such by a Valuator.

It is certified by the Board of Trustees that the attached General Rules are effective

from 1 August 2005.

Signed:

…………………………………………. …………………………..

CHAIRMAN OF TRUSTEES DATE

…………………………………………. …………………………..

TRUSTEE DATE

……………………………………….... …………………………..

PRINCIPAL OFFICER DATE

……………………………………….... …………………………..

ADMINISTRATOR DATE

GENERAL RULES

OF THE

DYNAM-IQUE SA UMBRELLA PROVIDENT FUND

These General Rules should be read in conjunction with the UNIQUE RULES

applicable to each PARTICIPATING EMPLOYER.

TABLE OF CONTENTS

PAGE

SECTION 1: ESTABLISHMENT 1

SECTION 2: DEFINITIONS 2 - 5

SECTION 3: MANAGEMENT OF THE FUND 6 - 11

SECTION 4: MEMBERSHIP 12 - 12

SECTION 5: CONTRIBUTIONS 13 - 15

SECTION 6: BENEFITS ON EXIT 16 - 17

SECTION 7: MISCELLANEOUS PROVISIONS 18 - 23

SECTION 1 - ESTABLISHMENT

1

1.1 CONSTITUTION

The FUND is established with effect from the COMMENCEMENT DATE. The

FUND is an umbrella fund open to any EMPLOYER.

1.2 OBJECTIVE

The objectives of the FUND are to provide benefits for MEMBERS, former

MEMBERS and their BENEFICIARIES as described in the RULES.

1.3 LEGAL STATUS

Upon registration in terms of the ACT, the FUND shall become a separate legal

entity, distinct from its MEMBERS and shall be capable in law, in its own name,

of suing and of being sued.

1.4 REGISTERED OFFICE

The registered office of the FUND shall be situated at the Head Office of

Dynam-ique SA Consultants and Actuaries (Pty) Ltd, Third Floor North Wing,

Oakhurst, 11 St Andrews Road, Parktown, 2193.

SECTION 2 - DEFINITIONS

2

In these RULES, all terms and expressions signifying the singular shall include the

plural, all expressions implying the masculine gender shall include the feminine and the

following terms and expressions shall have the following meanings:

"ACT" shall mean the Pension Funds Act of 1956, as amended

from time to time, or any replacement thereof.

"ADJUDICATOR" shall mean the Pension Funds Adjudicator appointed in

terms of Section 30 (C) of the Act.

"ADMINISTRATOR" shall mean Dynam-ique SA Consultants and Actuaries

(Pty) Ltd.

"APPROVED FUND" shall mean a pension, provident or retirement annuity fund

approved in terms of the Income Tax Act, No. 58 of 1962,

as amended. Where such an APPROVED FUND is

recognized as a Preservation Fund as envisaged in

Circular RF 1/98 issued by the Commissioner, any transfer

to such Fund in terms of these RULES shall be subject to

the provisions of such Circular or any substitution thereof.

"AUDITOR" shall mean an auditor registered under the Public

Accountant and Auditors Act of 1951 as amended.

"BENEFICIARY" shall mean a MEMBER, a DEPENDANT or a designated

nominee who is entitled to a benefit in terms of these

RULES.

"BOARD OF TRUSTEES" shall mean the body of persons as established in terms of

these RULES to manage the business of the FUND.

"COMMENCEMENT

DATE"

shall mean 1 August 2005.

"COMMISSIONER" shall mean the Commissioner for Inland Revenue.

SECTION 2 - DEFINITIONS

(CONTINUED)

3

"DEFERRED MEMBER" shall mean a MEMBER who has reached NORMAL

RETIREMENT DATE and has elected with the consent of

his EMPLOYER to defer his retirement.

"DEPENDANT" in relation to a MEMBER shall mean the person or

persons defined as DEPENDANT in terms of the

provisions of the ACT.

"ELIGIBLE EMPLOYEE" shall mean an EMPLOYEE who satisfies the conditions of

eligibility as set out in the UNIQUE RULES applicable to his

EMPLOYER.

"EMPLOYEE" shall mean a person in the full-time permanent service of an

EMPLOYER including a full-time working Director/Member

of a Close Corporation. "Full-time" shall mean performing

normal duties for at least 60% of his EMPLOYER'S normal

working day.

"EMPLOYER" shall mean each employer which the BOARD OF

TRUSTEES agrees to admit as an EMPLOYER from time to

time. In relation to any particular EMPLOYEE the word

"EMPLOYER" shall mean that EMPLOYER by whom the

EMPLOYEE is employed.

"ENTRY DATE" shall mean the first day of the month coincident with or

immediately following an EMPLOYEE becoming an

ELIGIBLE EMPLOYEE, or such other date as agreed

between the EMPLOYER and the ADMINISTRATOR.

"FINANCIAL YEAR" shall mean the 12 months ending 28 February each year.

"FUND" shall mean the FUND governed by these Rules.

SECTION 2 - DEFINITIONS

(CONTINUED)

4

"FUND SALARY" shall mean a MEMBER'S basic salary or wages and such

other emoluments as the EMPLOYER shall decide, which

FUND SALARY shall be utilised, where appropriate, to

determine contributions and benefits as provided for in

these RULES.

Any change in FUND SALARY shall, for purposes of these

RULES, take effect on the first day of the month coincident

with or immediately following the change or such other date

as agreed in writing between the EMPLOYER and the

ADMINISTRATOR.

Where a reduction in a MEMBER'S FUND SALARY occurs,

the MEMBER may, with the consent of the EMPLOYER,

decide that no account shall be taken of such reduction. In

this event all contributions and benefits shall be determined

in accordance with the FUND SALARY immediately

preceding the reduction.

"INSURER" shall mean a registered insurer in its capacity as insurer of

certain benefits afforded in terms of these RULES.

"INSURED BENEFITS" shall mean any benefits afforded in terms of these RULES,

for which the FUND has fully secured insurance cover in

terms of policies of insurance with the INSURER.

"MEMBER" shall mean any person who is admitted to membership of

the FUND in accordance with the RULES and shall include

any such person as long as he is prospectively entitled to a

benefit from the FUND and which shall include a

DEFERRED MEMBER.

SECTION 2 - DEFINITIONS

(CONTINUED)

5

"NORMAL RETIREMENT

DATE"

shall mean the first day of the month coincident with or next

following the date on which a MEMBER attains the normal

retirement age as set out in the UNIQUE RULES applicable

to his EMPLOYER.

“PARTICIPATION DATE” shall mean the date on which an EMPLOYER first

participates in the FUND.

"REGISTRAR" shall mean the Registrar as defined in the ACT.

"RULES"

shall mean these RULES and any amendments thereto.

“SHARE OF FUND” shall mean in respect of a MEMBER at any time the

accumulated value of all money paid into the FUND on

behalf of the MEMBER net of any expenses together with

the net investment returns earned by the FUND on the

assets attributable to the MEMBER up to that point in time.

“UNIQUE RULES” shall mean the UNIQUE RULES attached to and forming

part of these RULES in terms of which the EMPLOYER

has elected to participate in this FUND.

SECTION 3 - MANAGEMENT OF THE FUND

6

3.1 COMPOSITION OF BOARD OF TRUSTEES

3.1.1 The FUND shall be managed by a BOARD OF TRUSTEES which shall

perform the executive functions of the FUND, as provided for in these

RULES.

3.1.2 The BOARD OF TRUSTEES shall consist of four persons.

3.1.3 The members of the BOARD OF TRUSTEES shall be appointed by the

ADMINISTRATOR however at least two of the members should be

independent of the ADMINISTRATOR.

3.1.4 Any member of the BOARD OF TRUSTEES shall cease to hold office if:

3.1.4.1 he becomes insane, incompetent or otherwise incapable of

acting; or

3.1.4.2 his estate is sequestrated or surrendered or assigned for the

benefit of his creditors; or

3.1.4.3 he is convicted in the Republic or elsewhere of theft, fraud,

forgery or uttering of a forged document or perjury; or

3.1.4.4 he is removed by a competent court from any office of trust on

account of misconduct; or

3.1.4.5 he is convicted of any offence and sentenced to imprisonment

without the option of a fine; or

3.1.4.6 he resigns from the BOARD OF TRUSTEES.

SECTION 3 - MANAGEMENT OF THE FUND

(CONTINUED)

7

3.2 POWERS AND DUTIES

3.2.1 The BOARD OF TRUSTEES shall have the power to effect contracts

with registered providers for the purposes of investing the FUND'S

moneys in order to meet the cost of providing benefits or for the purpose

of insuring benefits provided by the FUND, in terms of these RULES.

3.2.2 The BOARD OF TRUSTEES shall have the power to transfer the assets

and liabilities of the FUND or a portion thereof to another registered and

approved pension, provident or retirement annuity fund and to take

transfer of the assets and liabilities or portions thereof from another

registered and approved pension or provident fund as the REGISTRAR

and COMMISSIONER may allow.

3.2.3 The BOARD OF TRUSTEES shall have the power to furnish a

guarantee in respect of a loan for housing purposes provided by some

other person to a MEMBER as referred to in Section 19(5)(a) (or any

equivalent future provision) of the ACT. Such guarantee shall be

subject to the requirements of the ACT.

3.2.4 The BOARD OF TRUSTEES shall authorise at least two persons to sign

any agreement which is binding on the FUND; provided that any

documents to be deposited with the REGISTRAR shall be signed as

prescribed in the regulations to the ACT.

3.2.5 The BOARD OF TRUSTEES shall have the power, in the name of the

FUND, to enter into contracts on behalf of the FUND and to institute,

conduct, defend, compound or abandon any legal proceedings by or

against the FUND.

3.2.6 The BOARD OF TRUSTEES shall authorise the ADMINISTRATOR to

open a bank account in the name of the FUND. All monies received on

behalf of the FUND shall be deposited therein and all monies payable

by the FUND shall be paid therefrom.

SECTION 3 - MANAGEMENT OF THE FUND

(CONTINUED)

8

3.2.7 The BOARD OF TRUSTEES shall have the power to do all such other

acts or things as are, in its opinion, conducive to the attainment of the

objectives of the FUND.

3.3 OPERATIONAL PROCEDURES

3.3.1 The BOARD OF TRUSTEES shall meet to conduct the business of the

FUND at least once every six months.

3.3.2 Special meetings may be called at any time provided 2 or more

members submit a petition outlining the agenda for such a special

meeting to the BOARD OF TRUSTEES.

3.3.3 The chairperson shall give the BOARD OF TRUSTEES 21 calendar

days’ notice, or such shorter period as the BOARD OF TRUSTEES may

agree, in writing of a meeting set out in Clauses 3.3.1 or 3.3.2.

3.3.4 A chairperson shall be elected by the BOARD OF TRUSTEES on an

annual basis for a term of office of 1 year and the position shall alternate

annually between the members of the BOARD OF TRUSTEES provided

that if that person is absent, the remaining members may elect a

chairperson for the purposes of that meeting from among themselves.

3.3.5 The chairperson may be removed by the BOARD OF TRUSTEES at

any time.

3.3.6 All the members of the BOARD OF TRUSTEES shall form a quorum.

3.3.7 Each member of the BOARD OF TRUSTEES present at the meeting

shall have one vote.

3.3.8 The decision of the majority of the members shall be binding.

3.3.9 Proxy votes shall be allowed provided that the chairperson is notified at

least 5 working days before the meeting.

SECTION 3 - MANAGEMENT OF THE FUND

(CONTINUED)

9

3.3.10 The voting shall be done either by secret ballot or by a show of hands or

as otherwise decided by the chairperson.

3.3.11 A resolution in writing signed by all the members shall be of the same

force and effect as a resolution passed at a BOARD OF TRUSTEES

meeting.

3.3.12 Should the members fail to reach a majority decision at the meeting,

then the matter can be carried forward to the next meeting. Alternatively

the matter may be referred to mediation and then if necessary to

arbitration.

3.4 INDEMNIFICATION

In the interpretation of the RULES, or in the performance of any duties laid upon them

by the RULES, the BOARD OF TRUSTEES and any person to whom they have

delegated any of their functions, shall not be liable for any damages whatsoever and by

whomsoever suffered, except as a result of a breach of trust knowingly or intentionally

committed by them. The BOARD OF TRUSTEES shall ensure that the FUND and the

BOARD OF TRUSTEES are duly protected through appropriate fidelity insurance cover

against any loss resulting from the dishonesty or fraud of any of its officers.

3.5 APPOINTMENT OF PRINCIPAL OFFICER AND AUDITOR

3.5.1 The BOARD OF TRUSTEES shall appoint a Principal Officer and, if

deemed necessary, any other staff, subject to such terms and

conditions as it may determine. Any such appointment may

subsequently be changed by the BOARD OF TRUSTEES at its sole

discretion. The ADMINISTRATOR shall inform the REGISTRAR of the

name and address of the Principal Officer from time to time.

3.5.2 The BOARD OF TRUSTEES shall appoint an AUDITOR whom shall

audit the fund at the end of each FINANCIAL YEAR with such audit

being lodged with the REGISTRAR within six months after the end of

the FINANCIAL YEAR.

SECTION 3 - MANAGEMENT OF THE FUND

(CONTINUED)

10

3.6 AMENDMENTS TO THE RULES

The BOARD OF TRUSTEES, with the concurrence of the ADMINISTRATOR, may

amend the RULES subject to the approval of the REGISTRAR and the

COMMISSIONER.

3.7 EXPENSES

Except where otherwise provided, all the reasonable expenses in connection with or

incidental to the management or administration of the FUND and the investment of the

FUND’S assets, shall be levied by the ADMINISTRATOR against the participating

EMPLOYERS and/ or their MEMBERS in a manner deemed to be fair and equitable by

the ADMINISTRATOR and/or the BOARD OF TRUSTEES.

3.8 RIGHT TO OBTAIN INFORMATION

Every MEMBER shall be entitled, on reasonable demand, to inspect and make copies

of these RULES and such other documents as the ACT provides for. These copies

may be obtained from the registered office of the FUND

3.9 REMUNERATION OF TRUSTEES

The members of the BOARD OF TRUSTEES who are independent of the

ADMINISTRATOR may receive remuneration for their services. The amount of any

remuneration shall be agreed between then BOARD OF TRUSTEES and the

ADMINISTRATOR.

3.10 DISINVESTMENT OF SHARE OF FUND ON EXIT

On the later of a MEMBER’S exit date and the date that the ADMINISTRATOR

receives notification of the MEMBER’S exit, the ADMINISTRATOR will as soon as is

practically possible disinvest the MEMBER’S SHARE OF FUND out of the investment

portfolios in which it is invested and hold the money in the FUND’s bank account

pending payment to the MEMBER.

SECTION 3 - MANAGEMENT OF THE FUND

(CONTINUED)

11

3.11 KEEPING OF RECORDS

The BOARD OF TRUSTEES shall ensure that complete records and registers are kept

of all the necessary particulars of MEMBERS and any other persons entitled to benefits

and of all other matters essential to the efficient administration of the FUND.

3.12 SAFE CUSTODY OF DOCUMENTS

All documents belonging to or held by the FUND shall unless temporarily held in

custody by others for the purposes of the FUND, be stored in safe custody at the

registered office of the FUND or with any registered financial institution approved by

the REGISTRAR.

SECTION 4 - MEMBERSHIP

12

4.1 ELIGIBILITY AND PARTICIPATION

4.1.1 An ELIGIBLE EMPLOYEE at the PARTICIPATION DATE, where there

was no previous fund, may choose to join the FUND within 12 months of

that date. Any option in terms of this clause shall, once exercised, be

irreversible. If such ELIGIBLE EMPLOYEE fails to join the FUND within

12 months of the PARTICIPATION DATE such ELIGIBLE EMPLOYEE

shall not be entitled to become a MEMBER at a later date.

4.1.2 An EMPLOYEE, who at the PARTICIPATION DATE is not an ELIGIBLE

EMPLOYEE, may choose to join the FUND on the ENTRY DATE

coincident with or next following the date on which he becomes an

ELIGIBLE EMPLOYEE. If he fails to join the FUND on that date he shall

not be entitled to become a MEMBER at a later date.

4.1.3 Any person who is employed by an EMPLOYER after the

PARTICIPATION DATE must, as a condition of employment, join the

FUND, on the ENTRY DATE coincident with or next following the date

on which he first becomes an ELIGIBLE EMPLOYEE, and must remain

a MEMBER of the FUND whilst he remains an ELIGIBLE EMPLOYEE.

4.1.4 All MEMBERS shall be bound by these RULES and it shall be deemed

that MEMBERS have given permission to their EMPLOYER to deduct

from their remuneration any contributions that are payable by them.

4.1.5 An EMPLOYER shall ensure that all ELIGIBLE EMPLOYEES are

admitted as MEMBERS of the FUND. Relevant details of every

ELIGIBLE EMPLOYEE shall be provided in the manner prescribed by

the ADMINISTRATOR.

4.2 TERMINATION OF MEMBERSHIP

A MEMBER shall cease to be a MEMBER when they leave the service of an

EMPLOYER unless they remain entitled to a benefit in terms of these RULES.

SECTION 5 – CONTRIBUTIONS

13

5.1 MEMBER'S CONTRIBUTIONS

5.1.1 A MEMBER shall contribute at the rate as set out in the UNIQUE

RULES applicable to his EMPLOYER.

5.1.2 Subject to the agreement of the EMPLOYER and the

ADMINISTRATOR, a MEMBER shall be permitted to make additional

contributions within the limits allowed by the COMMISSIONER. These

contributions, net of any expenses, will be added to the MEMBER’S

SHARE OF FUND.

5.2 EMPLOYER'S CONTRIBUTIONS

5.2.1 The EMPLOYER shall contribute in respect of each MEMBER at the

rate as set out in the UNIQUE RULES applicable to such EMPLOYER.

5.2.2 In addition to the contributions referred to in 5.2.1 and subject to the

COMMISSIONER being advised, an EMPLOYER may from time to time

make additional contributions to the FUND in respect of a MEMBER or

category of MEMBER.

5.3 TEMPORARY ABSENCE

5.3.1 Contributions in respect of a MEMBER temporarily absent from work

may, subject to the consent of the EMPLOYER, be suspended during

his absence for a period not exceeding 12 consecutive months. Such

temporary absence and suspension of contributions shall be notified in

writing to the ADMINISTRATOR by the EMPLOYER prior to the

commencement of the period of absence. Where the period of absence

exceeds 12 months, the MEMBER shall be deemed to no longer be a

MEMBER on the expiry of the 12 month period unless the EMPLOYER

has requested an extension of the period and such extension has been

agreed to by the ADMINISTRATOR.

SECTION 5 – CONTRIBUTIONS

(CONTINUED)

14

5.3.2 Where the MEMBER is temporarily absent from work or temporarily

resident outside the Republic of South Africa, any INSURED BENEFITS

in respect of death and disability (if applicable), shall, subject to the

payment of any premiums and to any terms and conditions required by

the INSURER, be maintained unchanged for a period not exceeding 12

months unless written notification requesting a reduction is supplied to

the ADMINISTRATOR from the EMPLOYER before the commencement

of the period of absence.

5.3.3 Where the period of temporary absence or residence outside of the

Republic of South Africa exceeds 12 months, cover for the INSURED

BENEFITS will cease on the expiry of the 12 month period unless the

EMPLOYER has requested an extension of the period of 12 months and

the INSURER, at its sole discretion and on such terms and conditions

as it may impose, has agreed to such extension.

5.4 TRANSFERS AND AMALGAMATIONS

5.4.1 If any MEMBER is entitled to a benefit under any other APPROVED

FUND then (in accordance with the provisions of such APPROVED

FUND and at the written request of the MEMBER and subject to any

conditions imposed by the COMMISSIONER), the FUND may accept

any cash sum in respect of the MEMBER'S benefits there under subject

to a transfer in terms of Section 14(1) of the Act, where applicable, such

cash sum net of any expenses being paid into the MEMBER’S SHARE

OF FUND.

5.4.2 If a MEMBER ceases to be a MEMBER and becomes a member of any

other APPROVED FUND, then (in accordance with the provisions of

such APPROVED FUND and subject to any conditions imposed by the

COMMISSIONER), such amount as the MEMBER becomes entitled to

under Section 6 may, at the request of the MEMBER, be transferred to

such other APPROVED FUND in terms of Section 14(1) of the Act,

where applicable, for the benefit of the MEMBER.

SECTION 5 – CONTRIBUTIONS

(CONTINUED)

15

5.4.3 Subject to the provisions of these RULES, should the assets of any

other APPROVED FUND be amalgamated with the assets of this FUND

in respect of MEMBERS who were previously members of such other

APPROVED FUND, or the assets of this FUND be amalgamated with

the assets of any other APPROVED FUND in respect of members who

were MEMBERS of this FUND, then, subject to the approval of the

REGISTRAR in terms of Section 14 (1) of the ACT, the FUND may

receive or transfer the assets, as the case may be, in respect of such

MEMBERS affected by the amalgamation or reconstruction and apply

them in the manner described in the special report prepared by the

FUND when affecting such transfer.

5.5 PAYMENT OF CONTRIBUTIONS

5.5.1 The frequency of payment of contributions shall be monthly unless

otherwise specified in the UNIQUE RULES applicable to an

EMPLOYER.

5.5.2 Contributions shall be paid directly into the FUND’S bank account not

later than 7 days from due date or such other period as may be

determined by law from time to time.

SECTION 6 – BENEFITS ON EXIT

16

6.1 EXIT BENEFIT

6.1.1 Upon exit from the FUND, for whatever reason, the MEMBER shall be

paid the exit benefit described in the UNIQUE RULES applicable to his

EMPLOYER.

6.1.2 A MEMBER may, except in the case of retirement, elect that all or part

of his exit benefit be transferred to another APPROVED FUND.

6.1.3 A MEMBER cannot leave his exit benefit in the FUND as a paid-up

benefit.

6.2 DATE OF RETIREMENT

With the consent of his EMPLOYER, a MEMBER may retire from service at any time

during the ten year period preceding his NORMAL RETIREMENT DATE but not earlier

than age 55. A MEMBER who, as a result of ill-health, is unable to continue his work

may, with the consent of his EMPLOYER, retire from service at any time before his

NORMAL RETIREMENT DATE. A MEMBER who continues in the service of his

EMPLOYER after NORMAL RETIREMENT DATE, may, with the consent of his

EMPLOYER, choose to postpone his retirement up to a maximum of age 70.

6.3 ENHANCED BENEFIT

An EMPLOYER may increase a MEMBER'S exit benefit by means of a special

contribution, with the necessary consent of the COMMISSIONER if required.

6.4 PAYMENT OF RETIREMENT BENEFIT

6.4.1 A MEMBER’S retirement benefit shall be paid as one or more annuities,

provided that a portion of up to 100% may instead be taken as a lump

sum.

SECTION 6 – BENEFITS ON EXIT

(CONTINUED)

17

6.4.2 Once the annuity is purchased the FUND shall have no further

obligation of whatsoever nature towards the MEMBER or his

BENEFICIARIES, provided that such annuity complies with notice

G.N.18 issued by the COMMISSIONER or any replacement thereof.

6.5 PAYMENT OF DEATH BENEFIT

6.5.1 A MEMBER’S death benefit shall be paid as one or more annuities to

BENEFICIARIES, provided that all or portion of such benefit may

instead be taken as a cash lump sum, subject to the agreement of the

EMPLOYER.

6.5.2 The BOARD OF TRUSTEES will decide on the disposition of the death

benefit in terms of Section 37 (C) of the ACT

6.6 UNCLAIMED BENEFITS

If a MEMBER in terms of the RULES, other than on discontinuance of participation by

his EMPLOYER or termination of the FUND, does not claim moneys payable to him,

such moneys shall be dealt with either in terms of the ACT or in terms of any relevant

guidelines issued by the REGISTRAR or COMMISSIONER.

SECTION 7 – MISCELLANEOUS PROVISIONS

18

7.1 DEDUCTIONS ALLOWED FROM BENEFITS

7.1.1 If a MEMBER is indebted to his EMPLOYER or the FUND when a

benefit becomes payable, the EMPLOYER or the FUND, as the case

may be, shall have a first charge on such benefit to the extent of such

indebtedness if it is in respect of:

7.1.1.1 a loan granted by the EMPLOYER to enable the MEMBER to

obtain, alter, maintain or repair housing for the MEMBER and his

DEPENDANTS

7.1.1.2 a guarantee given by the EMPLOYER or the FUND to another

person who has granted the MEMBER a loan for the purpose set

out in 7.1.1.1 above, including legal costs in connection

therewith or

7.1.1.3 damage suffered by the EMPLOYER as a result of the

MEMBER'S theft, dishonesty, fraud or misconduct, provided the

liability to the EMPLOYER is either admitted by the MEMBER in

writing or the EMPLOYER has obtained a judgement against the

MEMBER.

7.1.2 Where the EMPLOYER or the FUND elects to recover the amount

owing, the deduction shall be made from the benefit payable to the

MEMBER or BENEFICIARY as the case may be. If the benefit payable

is insufficient to repay the debt then the whole of the benefit shall be

applied to reduce the debt.

7.2 TAXATION OF BENEFITS

Any tax due by a MEMBER to the COMMISSIONER or any other competent taxation

authority may be deducted from the benefit payable in respect of that MEMBER.

SECTION 7 – MISCELLANEOUS PROVISIONS

(CONTINUED)

19

7.3 MISSTATEMENT OF INFORMATION

7.3.1 Any contributions made in respect of an EMPLOYEE who is found not to

satisfy the conditions necessary to qualify as an ELIGIBLE EMPLOYEE,

shall be refunded by the ADMINISTRATOR, net of any expenses

incurred. Thereafter no further claims shall exist against the FUND in

respect of that EMPLOYEE unless he subsequently becomes a

MEMBER of the FUND.

7.3.2 On the discovery of any material misstatement or non-disclosure of

information, all benefits and contributions affected by such misstatement

or non-disclosure shall be appropriately adjusted as soon as is practical

after such discovery.

7.4 BINDING POWER OF RULES

The provisions of the RULES and any decision made thereunder by the BOARD OF

TRUSTEES shall be binding on the EMPLOYER, the MEMBERS, the FUND and its

officials and any person who institutes a claim against the FUND.

7.5 CHANGE OF OWNERSHIP

If any EMPLOYER is wound up for the purpose of reconstruction in a similar or

amended form, the reconstructed company or organisation shall have the right of

taking the place of the EMPLOYER, and, if it exercises such right, the FUND shall not

be affected except that "EMPLOYER" shall then mean the company or organisation as

reconstructed.

7.6 RIGHT TO NOMINATE BENEFICIARY

If a person otherwise entitled to benefits is a minor then the BOARD OF TRUSTEES

may instruct the ADMINISTRATOR to pay the benefits wholly or partly to the guardian

of the BENEFICIARY as they deem fit, including to trustees acting in terms of a trust

established for the benefit of the BENEFICIARY.

SECTION 7 – MISCELLANEOUS PROVISIONS

(CONTINUED)

20

7.7 CURRENCY

Contributions and benefits are payable in the currency of the Republic of South Africa.

7.8 INTERPRETATION OF THE RULES

The decision of the BOARD OF TRUSTEES as to the meaning of or interpretation of

these RULES or of any particular RULE or part thereof, shall be final and binding on

the MEMBERS, or former MEMBERS, their DEPENDANTS, heirs, legal

representatives or assigns, provided always, that the decision is not inconsistent with

the provisions of these RULES and provided further, that such a decision shall not be

construed as increasing the liability of the INSURER.

7.9 DISPUTES

Any question which may arise with regard to the administration of the FUND by any

person who is or was a MEMBER or his DEPENDANTS or legal representative shall

be decided by the BOARD OF TRUSTEES. The relevant party shall address the

question in writing, stating the basis on which the question is founded, to the BOARD

OF TRUSTEES for a decision. The BOARD OF TRUSTEES shall consider and decide

upon such question and respond to the party, in writing, within 30 days of receipt of the

question. A party affected by a decision of the BOARD OF TRUSTEES, who is

dissatisfied with the decision, or if no decision is made, or if the decision is not

communicated to the party after 30 days from the receipt of the question, may lodge a

complaint with the ADJUDICATOR. The ADJUDICATOR shall record, deal with and

dispose of such complaint in the manner described in Section 30 of the ACT. A

decision of the ADJUDICATOR shall be binding on all affected parties.

SECTION 7 – MISCELLANEOUS PROVISIONS

(CONTINUED)

21

7.10 DISCONTINUANCE OF A PARTICIPATING EMPLOYER

7.10.1 An EMPLOYER, may subject to giving three months notice, discontinue

paying contributions to the FUND at any time. Discontinuance shall in

no way prejudice benefits already being paid in accordance with the

RULES at the date of discontinuance or any claims already submitted

prior to the date of discontinuance. No EMPLOYEES of that

EMPLOYER shall become eligible to join the FUND on or after the date

of discontinuance and contributions and INSURED BENEFITS, if any,

shall cease at that date.

7.10.2 Discontinuance shall take place when the EMPLOYER discontinues

payment of contributions to the FUND, or is being liquidated or placed

under judicial management.

7.10.3 On discontinuance, the EMPLOYER, in conjunction with the BOARD OF

TRUSTEES, must transfer the assets and liabilities under the FUND to

another APPROVED FUND in which case MEMBERS then in his

employment shall become members of such other APPROVED FUND.

The ADMINISTRATOR shall transfer, subject to any relevant legislation

in force at the time, an amount equal to the value of each MEMBER'S

SHARE OF FUND at the date of discontinuance. Such transfer shall

constitute a complete discharge of the BOARD OF TRUSTEES'S

liability to the FUND in respect of MEMBERS for whom such transfer is

made.

7.10.4 If, on discontinuance, the provisions of clause 7.10.3 are not applied, an

independent person shall, subject to the approval of the REGISTRAR,

be appointed by the BOARD OF TRUSTEES to act as liquidator of that

EMPLOYER’S participation in the FUND. The liquidator shall ensure

that all EMPLOYEES of that EMPLOYER cease to be MEMBERS and

see to the payment of the SHARE OF FUND of all the MEMBERS

employed or previously employed by that EMPLOYER.

SECTION 7 – MISCELLANEOUS PROVISIONS

(CONTINUED)

22

7.10.5 Any moneys payable in terms of Clause 7.10.4 above, which remain

unclaimed after a period of 6 months from the date payments

commence, shall at the discretion of the liquidator be held in another

suitable fund for the benefit of the MEMBER.

7.11 TERMINATION OF THE FUND

7.11.1 If the FUND is to be terminated, an independent person shall, subject to

the approval of the REGISTRAR, be appointed by the BOARD OF

TRUSTEES to act as liquidator of the FUND.

7.11.2 The BOARD OF TRUSTEES, on giving 3 months' notice in writing to

each EMPLOYER participating in the FUND, reserves the right, with the

approval of the ADMINISTRATOR, to discontinue the FUND at any time

after the COMMENCEMENT DATE, in which case monies within the

FUND in respect of each EMPLOYER shall be dealt with in a manner as

described in the liquidator's scheme of arrangement for the termination

of the FUND as approved by the REGISTRAR.

7.11.3 If the FUND should be liquidated by a court of law, the liquidation of the

FUND shall be effected in accordance with Section 29 of the ACT (or

the equivalent provision in any substituted legislation).

7.11.4 If the FUND is to be amalgamated with the business of any other fund,

then, subject to compliance with the requirements of the ACT, the FUND

shall request the REGISTRAR to cancel the registration of the FUND as

provided for in the ACT.

7.11.5 Any moneys payable on termination of the FUND which remain

unclaimed shall be paid to the Guardian Fund.

SECTION 7 – MISCELLANEOUS PROVISIONS

(CONTINUED)

23

7.12 LIMITATION

The provision of any INSURED BENEFITS provided for in these RULES shall be

subject to the FUND being able to secure adequate insurance policies for such benefits

and shall furthermore be subject to the exclusions, restrictions and insurability

requirements as may be imposed by the INSURER.

7.13 INALIENABILITY

No benefit or right to a benefit provided for in the RULES, or right in respect of

contributions made by or on behalf of a MEMBER, shall be capable of being reduced,

transferred, ceded, pledged or hypothecated or be liable to attachment or subject to

any form of execution under a judgement or order of court, or be capable of being

taken into account, in the determination of a judgement debtor's financial position,

except to the extent permitted by law.