Article 5: Conditions for Offering Units of the Financing Fund

Fifth: Conditions for Offering Units of the Financing Fund

a) The following conditions shall be satisfied when establishing and offering units of the Financing Fund:

1) The Fund shall be closed-ended; Where the fund is a private fund, it may be an open-ended fund, provided that the fund’s Terms and Conditions include a clear policy for dealing with subscription and redemption requests and liquidity management to meet such requests.

2) The procedures and policies for managing the Fund’s risks shall be specified, including the Fund’s risk level.

b) In addition to the conditions set out in paragraph (a) of this Clause, the following conditions shall be satisfied when establishing and offering units of the Direct Financing Fund:

1) The Fund shall take the form of a special purpose entity in accordance with the Capital Market Law and its Implementing Regulations.

2) The minimum total size of the Fund at the time of establishment shall not be less than fifty million riyals (SAR 50,000,000).

3) The fund manager shall submit to the Authority a detailed feasibility study that includes the targeted sectors and their details.

4) The terms and conditions of the Fund shall set out the mechanism for making investment decisions, as well as any relationships that may give rise to conflicts of interest in the course of the activities of the Fund. They shall also include a statement that the investments of the Fund consist of financing transactions, and that the investment risks associated with the Fund may extend to the loss of the value of its assets.