Al Ataa Sar t&c En

7/24/2019 Al Ataa Sar t&c En

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Samba Capital is a corporate body authorized under license Number. (07069-37), inaccordance with the Authorized Persons Regulations issued by the CMA.

Al Ataa Saudi Equity Fund

(Open Fund)

Prospectus

Salik Ahmed

CEO

Ashraf BinAli

Head of Compliance & AML


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Notices

This prospectus reflects the terms and conditions under which Samba Capital and InvestmentManagement Company (Fund Manger) provides investment management services to

subscribers. These terms and conditions and appendices thereof constitute the agreementbetween the fund manager and the subscriber.

This agreement shall be legally binding, and shall govern the basis on which the FundManager shall provide its services to subscribers. This agreement supersedes any otherprevious agreements entered into between the Fund Manager and subscriber.

The Fund Manager may take, or cancel, any action that it may deem appropriate to ensurecompliance with any regulations issued by CMA, and the Fund Manger shall not bear any

responsibility in connection thereof towards the subscriber or any third party.

The Fund is an open-end one aiming at long-term capital growth through investment in the

shariah compliant listed Saudi shares with the promise of cash distributions

If the subscriber is an individual, the conditions of the this agreement shall be binding on hisheirs, successors, executor, directors and personal representatives, trustees, assignees andthe subscriber's acceptance of the terms and conditions herein, shall not automatically lapseby his death or disability. Similarly, if the subscriber is a legal entity, this agreement shall notautomatically lapse by his death, disability, insolvency, bankruptcy or liquidation of any of itspartners or shareholders. Notwithstanding the above, the Fund Manager may, at its owndiscretion, suspend any related transactions in connection with these terms and conditions ,until it receives an order from the court or a power of attorney authorizing any of the heirs,executors, directors, personal representatives, trustees or assignees allowing to affect suchtransactions.

Potential investors have to read this document carefully before making any investmentdecision related to this Fund, and they should not take the Fund Manager's opinion as arecommendation to hold units in the fund. They should also understand that fund's risk level ishigh (see the paragraph related to the Fund risks in the Fund terms and conditions).

The Fund Manager shall exercise reasonable care during selection of the representative andaffiliates, banks, agents, dealers, custodians, funds or investments, but it will not take anyresponsibility for any loss, damage or obligations or expenses that the subscriber may sufferdue to failure of any of the above mentioned parties to perform their duties properly, at alltimes, unless such failure is attributable to deliberate default or gross negligence.

The Fund Managers responsibility shall be limited to exerting his best endeavors to make theabove mentioned parties to rectify any error they may commit. Under all circumstances, theFund Manager shall not take any responsibility for any direct, indirect or consequent loss ordamage, either attributable to any mistake, default or deliberate negligence, liquidation,

bankruptcy, insolvency, or any other financial failures that may be inflicted by the abovementioned persons, and the Fund Manager shall take the necessary actions for recovery ofany losses.

The Fund Manager and affiliates, may disclose the information in its possession or anyinformation about the subscriber as may required by law, or for the purpose of performance of

the services under this agreement.

The Funds terms and conditions were issued on 25/05/2011. And the latest version has been

updated on 12/06/2014


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Fund Prospectus

Al Ataa Saudi Equity Fund

Fund ManagerSamba Capital & Investment Management Company

CR 1010237159Kingdom Tower, Olaya

P.O. Box 220007, Riyadh 11311Kingdom of Saudi Arabiawww.Sambacapital.com

800 755 7000

CustodianSamba Capital & Investment Management Company

CR 1010237159Kingdom Tower, Olaya

P.O. Box 220007, Riyadh 11311Kingdom of Saudi Arabiawww.Sambacapital.com

800 755 7000

AuditorErnst and Young

Faisaleyah TowerFloor 6P.O. Box 2732, Riyadh 11461

Kingdom of Saudi Arabiawww.ey.com

+966 1 273 4740
http://www.sambacapital.com/http://www.sambacapital.com/http://www.sambacapital.com/http://www.sambacapital.com/http://www.ey.com/http://www.ey.com/http://www.ey.com/http://www.sambacapital.com/http://www.sambacapital.com/


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Fund Summary

Fund currency SAR

Risk Level HighBenchmark Index S&P index for Saudi equitiescompliant with Shariah provisions.

Purpose Long-term capital growth throughinvestment in the Shariah compliantlisted Saudi shares with the promiseof cash distributions

Minimum subscription amount SAR 5000

Minimum additional subscriptionamount

SAR 2500

Minimum redemption amount SAR 2500

Subscription and Redemption Twice a weekLast date for subscription andredemption

12:00 pm Sunday for Mondaysvaluation and 12:00 pm Tuesday forWednesdays valuation

Dealing / valuation days Every Monday and Wednesday

Payment of the value of redeemedunits to subscribers

Within four business days fromValuation day

Subscription fees None

Management fees 1.75 % annually

Redemption fees 1st Year1.5 % of the net asset value2nd Year - 1.00 % of the net asset value3rd Year - 0.50 % of the net asset value4th Year and above - no load

Other fees maximum of 0.5 % of the total fundassets, (See financial disclosuresummary)

Offering date 04/06/2011

Initial unit price SAR 10


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Table of Contents

Definitions 6

Terms and conditions 7Fund name 7

Fund Manager address 7

Fund starting date 7

Regulator 7

Terms and conditions issue date and latest update to the same 7

Subscription 7

Fund currency 7

Purpose 7

Main investment strategies 8Main Risks for investment in the Fund 8

Fees and charges 9

Dealing Fees 10

Fund Board of Directors 10

Fund Manager 11

Custodian 12

Auditor 12

Financial statements 12

Unit characteristics 13Other information 13

Islamic investment funds 14

Fund Manager's Investment in the Fund 15

Subscription and redemption procedures 15

Fund assets Valuation 17

Liquidation and appointment of a liquidator 17

Termination of the Fund 17

Reporting to the unit holders 17

Conflict of interests 18

Voting rights policies 18

Amendment of terms and conditions 18

Complaints 18

Applicable law 18

Compliance with the investment regulations 19

Financial disclosure summary 19

Appendix of Sharia'h directives 20


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Definitions

1- "Jurisdiction" or Authority means the Capital Market Authority which is

established under the Capital Market law promulgated by Royal DecreeNo. (M/30) dated 2/6/1424H. It is a government authority having legalpersonality and financial and administrative autonomy. It reportsdirectly to the President of the Council of Ministers. It regulates anddevelops the Capital Market, and issues rules, directives andinstructions for implementing the Capital Market law and regulations.

2- Affiliates mean the parent company and any of its subsidiaries oraffiliates of the Fund Manager.

3- Fund meansAl Ataa Saudi Equity Fund.4- Fund Manager or (Samba Capital) means Samba Capital and

Investment Management Company.

5- "Regulations/Implementing Regulations mean laws, regulations, rules,procedures, instructions, directives issued by CMA dealing withimplementation of the Capital Market law or other applicable laws in theKingdom, or any law applied by CMA.

6- Net Asset Value means total net assets value of the Fund afterdeduction of the total Funds obligations (including fees paid to theFund Manager) from the total Fund assets value.

7- Unit price will be calculated by dividing the total net assets of theFund on the total number of its units outstanding on the relevantvaluation date

8- Subscriber means each investor in the Fund. Investor may be a

natural person or a legal entity.9- Samba means Samba financial Group.10-Valuation day means the day in which the net value of the Fund

Assets is defined for the purpose of purchase, redemption or transfer ofthe units.


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Terms and Conditions

1. Funds name Al Ataa Saudi Equity Fund

2. Fund Manager'sAddress

CR 1010237159Kingdom Tower , OlayaP.O. Box 220007, Riyadh 11311Kingdom of Saudi Arabiawww.Sambacapital.com800 755 7000

3. Fund Starting Date The Fund shall commence accepting subscriptionsonThe Fund shall commence its actual activity on

4. Regulator The Fund and Fund Managers acts shall begoverned by the CMA Laws and regulations. It shouldbe noted that Samba Capital is a corporate bodylicensed under the Authorized Persons Regulationsissued by CMA, license No. (07069-37).

5. Fund terms andconditions issue dateand the last update

The Fund terms and conditions were issued on25/05/2011. And the latest version has been updatedon 12/06/2014

6. Subscription SAR 5000 as a minimum subscription and minimumbalance of the investorSAR 2500 as a minimum for the additionalsubscription.

7. Fund Currency SAR.If payment for the unites was by any other currencythan SAR, it shall be changed to SAR, based on thecurrent exchange rate applicable by Samba at thattime, and purchase shall be effective as from

collecting of the amount in SAR, based on the unitprice.

8. Fund Objectives Long-term capital growth through investment in theShariah compliant listed Saudi shares with thepromise of semi-annual cash distributions.The Benchmark index shall be S&P index for Saudiequities compliant with Shariah provisions.(Further information on the index could be obtainedat Samba Capital website)

9. Main InvestmentStrategies (1) The Fund shall mainly deal in Shariah compliant
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local equities.(2) The Fund shall invest not less than 90% of itsassets in the shares of Saudi listed companiescompliant with Shariah provisions, in the normalmarket conditions. The balance shall be retained in

the form of cash or short term Murabaha.(3) Investment shall be made in certain sharesthrough progressive analysis which depends on thelong-term value and the expected growth. TheManager shall assess companies and study theprofits, the assets value and cash flows of therelevant company and also the earning multiples andprofit margins and liquidation value of the company.(4) The Fund Manager shall visit the eligiblecompanies, as may be necessary for additionalinformation.

(5) The Fund Manager may maintain a substantialportion or all of the Fund assets in the form of cash orin the form of short or long-term Murabahainvestments in, if he believes that the marketconditions or the economic situation is not relativelyfit for investment.(6) The Fund Manager may seek Shariah compliantfinance for the Fund, provided that any borrowedamount shall not exceed 10% of the net Asset value,except borrowing from its manager or any of itsaffiliates to cover redemptions.

10. Main Risks ofinvestment in theFund

The Fund is suitable for an investor who seekscapital growth and willing to accept high risks inanticipation of return on his investments at the longrun.The Fund shall be subject to the market fluctuations.Thus, the price of the units may fall or rise, and uponredemption, the subscriber may not recover hisinvested amount, and there is risk that he may lose asubstantial portion of his investments in Fund.

The main risks of investment in the Fund include:

Risks associated with securities and stockmarket fluctuations

Investment in the capital markets is highly risky, itis susceptible to high fluctuations and affected bymany economic and industrial factors. Accordingly,the Fund investments may decline.

Economic risk at the local and regional level

The Capital markets are affected by fluctuation ofthe oil price and the international economy in


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general. Usually, capital markets decline at the timeof slump and recession, which leads to the declineof the Fund investment value.

Currency and Interest Rate Risks

Such risks manifest themselves in case of paymentfor the units in a currency which is different fromthe Fund currency. Differences in the exchangerate may, as the case may be, lead to increase ordecrease in the units price. Similarly, fluctuation ofthe interest rate may be adversely reflected on theinvestment as it causes decline in the share priceof companies owned by the Fund.

Liquidity RisksLiquidity implies quick and easy selling of the asset

and converting it into cash. Some shares maybecome less liquid than others, which means thatthey cannot be sold quickly or easily, and someshares may be illiquid due to legal restrictions ordue to the nature of investment or absence ofpurchasers who are interested in certain shares.

Sectors RisksSome sectors in the capital market may benegatively or positively affected, which may

consequently affect the Fund performance,depending on the funds exposure to such sectors.

Credit RisksIn case of investment in Murabaha transactions,there is possibility that the borrower or the counter-party, in the transaction, may not be able to pay orabide by the timeframe for payment or totally fails topay.

Shariah related risks:

The Fund invests only in Shariah compliant equities,hence, such risks arise when any of the companieswhere investments were placed became incompliantwith some Shariah provisions, and the Fund may loseif obliged to sell such equities at low price or in caseof losing a performance opportunity that may behigher for such equities or to equities that areoriginally incompliant with Shariah.

Subscribers investments in the Fund shall not be

deemed as guaranteed liabilities by the FundManager or any affiliate or subsidiary, but shall be


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subject to the above mentioned investment risks.The unit holder shall be responsible for any financialloss attributable to investment in the Fund. The FundManager shall not be liable for any claim(s)whatsoever, for any lost opportunity or an actual loss

that may be incurred by the subscriber, except incase of deliberate or gross negligence by the FundManager.Subscriber's investments in the Fund shall not bedeemed as a deposit and shall not be also construedas a deposit with any local bank.

11. Fees andExpenses

Subscriber agrees to pay the following to the FundManager:(a) Management fees of 1.75% annually, formanaging of the Fund (management fees),

Management fees to be calculated and be payablefor the period included in the valuation. At the end ofeach quarter the whole period fees to be calculatedand subtracted from the Fund account.(b) Redemption fees:1st Year1.50% of the unit net value2nd Year1.00% of the unit net value3rd Year0.50% of the unit net value4th Year and above - no load(c) Other expenses are maximum of 0.5% of the totalnet assets value including:1- Audit fees.2- Remuneration of the Funds independent Boardmembers.3- Administrative expenses (including custody fees,printing, regulatory supervision fees, expensesarising from publishing of the Fund information onTadawul website, services for acquiring thebenchmark data)

Other expenses shall be calculated on everyvaluation day, they include those expenses for theperiod covered by the valuation, expenses to bededucted from the Fund account when due.For further details, please see the FinancialDisclosure Summary.

12. Dealing charges The Fund shall bear all expenses and dealing fees inconnection with selling and buying of securities.

13. Liquidation and

appointment of aLiquidator

The CMA may appoint a substitute manager or a

liquidator or take any other measures as it may deemappropriate, subject to the Investment Funds


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Regulations.

14. Board ofDirectors

Irfan Said (Chairman)Head of Corporate Finance Division at Samba

Capital Master degree in economics (economicpolicies), George Town University, Washington,Ten years extensive experience with Samba CapitalGroup and a lot of experience with many Americancompanies.

Beji Tak-Tak ( Member)Head of Risk Management Group at Samba FinancialGroupTwo bachelor degrees in Politics & Economics and inBusiness Management from France.

More than 20 years experience with Citibank.

Ajay Makhajy (Member)Samba Financial Group Affiliates ManagerMaster of Administrative Sciences15 years experience with Citibank

Mohammed Al-Jazzar (Independent Member)Founder and general manager of Badr TradeInvestment Company, Master of Law from CaseWestern Reserve University, Cleveland, Ohio 21years experience in law filed.

Bandar Al-Negaithan (independent member)Founder of Bander Al-Negithan Law Firm, Master ofLaw from College of Law, Harvard University, Masterof Banking Business and Financial Law from theCollege of Law, Boston University, 12 yearsexperience in law filed..

The above mentioned persons are members in theboard of the following funds:

BanderNegaithan

MohammedAl-Jazzar

AjayMakhaji

BejiTakTak

IrfanSaid

Saba CapitalInvestmentFunds

X X X X X InternationalTrade FinanceFund (SunbullahUSD)

X X X X X InternationalTrade Finance


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Fund (SunbullahSAR)

X X X X Al MusahemSaudi EquityFund

X X X X Al Razeen SARLiquidity Fund

X X X X Al Razeen USDLiquidity Fund

X X X X X Al Raed SaudiEquity Fund

X X X X Izdihar ChinaEquity Fund

X X X X Al-Fareed SaudiEquity Fund

X X X X X Al-Raed GCCFund

X X X X Al MusahemGCC Fund

X X X Samba RealEstate Fund

X X X X X Al Ataa SaudiEquity Fund

X X X X Americas EquityFund

X X X X Europe Equity

FundX X X X Asian Equity

Fund

X X X X Global EquityFund

X X X X X Al N afeesGlobalCommoditiesEquity Fund

The Board of directors tenure shallcommence with the inception of the Fundfor three renewable years, and the functions and responsibilities of the boardmembers shall include but not limited to:

Approval of all substantial contracts, decisions and reports in which theFund is a party.

Oversee, and endorse, as may be deemed appropriate, of any conflict ofinterests that may be disclosed by the Fund Manager pursuant to theinvestment funds regulations.

Meet twice a year as a minimum, with the compliance officer (ComplianceCommittee) and the anti-money laundering and counter-terrorist officer, to

ensure compliance of the Fund Manager with all the applicable rules andregulations.


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Endorse any recommendation that may be raised by the liquidator, if suchliquidator is appointed.

To ensure completeness of the Fund terms and conditions and compliancethereof with the investment funds regulations.

To ensure that the Fund Manager acts for the benefit of unit holders in

accordance with the Fund terms and conditions and the investment fundsregulations.

The Fund Managers fiduciary responsibility to unit holders includes a dutyof loyalty and duty to exercise reasonable care.

15. Fund Manager Samba Capital and Investment ManagementCompanyCR 1010237159Kingdom Tower , Olaya

P.O. Box 220007, Riyadh 11311Kingdom of Saudi Arabiawww.Sambacapital.com800 755 7000

The CMA Board has issued license No. (07069-37) toSamba Capital and Investment Company to practicesecurities business in the Kingdom, in the followingareas:

Dealing

Managing

Custody Arranging

Advising

The Fund Manager shall endeavor to avoid anyconflict of interests between its interests and theinterests of any of its affiliates, the investment fund itmanages, and the interests of subscribers, orbetween the interests of various subscribers. In caseof any dispute, all subscribers should be fairly treated

by the Fund Manager through disclosure of suchdispute or refraining from acting for the benefit of anysubscriber at the expense of others. The FundManager shall not advance its own interest to thedetriment of subscribers' interests, without writtenapproval of the subscriber who is well acknowledgedwith the details.A subscriber hereby authorizes the Fund Manager todelegate or assign its powers, as the Fund Managermay deem fit and appropriate, to one or morefinancial institutions (at the risk of the subscribers), to

act as an advisor, trustee, agent or broker for theFund, which is hereinafter referred to as the
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authorized party, and to enter into a contract withthat authorized party for providing of investmentand/or custody services for any securities.Subscriber understands that the Fund Manger shallnot disclose any information about subscriber to the

above mentioned authorized party or to any thirdpartyunless such disclosure is required by law, or if suchdisclosure is necessary to enable the authorizedparty to perform its duties.

16. Custodian Samba Capital and Investment ManagementCompanyCR 1010237159Kingdom Tower , OlayaP.O. Box 220007, Riyadh 11311

Kingdom of Saudi Arabiawww.Sambacapital.com800 755 7000

17. Auditor The Fund Manager has appointed EY as an externalauditorErnst and YoungFaisaleyah TowerFloor 6P.O. Box 2732, Riyadh 11461Kingdom of Saudi Arabiawww.ey.com+966 1 273 4740

18. Audited FinancialStatements

The Fund Manager shall prepare audited financialstatements in accordance with SOCPA standards, bythe end of each Gregorian year, within a period notlater than (90) calendar days from closing of eachGregorian year. Copies of these statements shall besent to all subscribers, at their request, throughSamba Capital centers free of charge, and alsocopies shall be sent to the potential subscribers upon

their written request. The Fund Manager shall alsoprepare audited interim financial statements every sixmonths, within a period of (45) days from closing ofthe period, and sent the same to subscribers, upontheir request, through Samba Capital centers andalso copies shall be sent to the potential subscribersupon their written request.

19. UnitCharacteristics

The Fund is an open-ended investment fund. TheFund Manager, at its sole discretion and withoutprejudice to other conditions reflected in the terms

and conditions, may issue unlimited number of unitsin any fund provided that they shall be of the same
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category. Each unit represents a proportional sharein the fund and equals its peers in the fund. In case ofliquidation of the Fund, the units net value which isavailable for distribution to subscribers shall bedivided among the units.

20. Other Information Investment Effective Date: Investment by asubscriber shall be effective and in full force basedon the price announced at the valuation day followingreceipt of the funds. In case of payment by cheque,investment shall be effective only on the valuationday following receipt of net funds, provided that suchfunds should be received before 12 P.M., on eachSunday and Tuesday, otherwise the investmentbecomes effective only at the next valuation dayfollowing receipt of the funds.

Credit nature of the Funds: Subscriber understandsthe credit nature of the fund, and that any decisiontaken by the Fund Manager from time to time, inaccordance with these conditions, regarding theassets that are deposited with the Fund, shall be atthe risk and responsibility of the subscriber, providedthat such risk is not attributable to the grossnegligence or forgery by the Fund Manger.Segregation and Custody: The Fund manager shallmaintain records and accounts reflecting the assets,obligations and expenses incurred in the operationand administration of the fund. The fund assets shallbe maintained with one or more custodian at differentlocations with the financial institutions that the FundManager may select, at its own discretion.The Fund Manager may, at any time, maintain suchassets with any affiliate in accordance with theconditions that it may deem fit, provided that the feesor commission paid by the Fund Manger to suchparties shall not exceed those fees and commissionspaid to other parties providing similar services under

similar circumstances.Each subscriber holds an indivisible share in thefund's assets based on the net asset value of thesubscribers units.Information in Public Domain: All decisions relatingto the Fund taken by the Fund Manager shall bebased only on the information available to the allinvestors in the financial markets.Profits and Distribution: The Fund promises tosemi annually distribute in cash, 2.5% of the netasset value to the unit holders, at the end of valuation

day of April and October of each calendar year. Ifdividends generated from the shares of companies


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held by the Fund is higher than the abovepercentage, the surplus shall be reinvested in theFund, but if such dividends are less than the abovepercentage, the Fund shall sell a portion of its assetsto fulfill its promise of, distributing in cash, 2.5% of

net asset value.Cash distributions shall be scheduled for the first timeat least six months from commencement of the Fund.That is to say, if the Fund commences in January,distribution shall be made for the first time in the lastvaluation day of October.Power of Attorney: All subscribers of the Fundhereby appoint the Fund Manager to carry out allrequired regulatory procedures and management ofall the Fund affairs on their behalf, as stipulated bythe Fund terms and conditions.

Force Majeure: Unless as may be otherwiseprovided herein, the Fund Manager shall not bedeemed in default or be responsible towards thesubscriber or any third party, for any delay, or error orfailure to perform or delay in performance of any of itsfunctions and duties due to any force Majeureincluding Acts of God, boycott, labor strike,interruption of power or communication services, civilcommotion or any similar act which is beyond thereasonable control of the parties. The Fund Mangershall notify the subscriber in writing of any materialdelay which is attributable to such circumstances.Special Commission Arrangements: The FundManager may enter into special commissionarrangements which shall be limited to execution oftransactions on behalf of its customers, or forproviding of research services, subject to theinvestment funds regulations.

21.Islamic InvestmentFunds

The Fund Manager shall undertakes that all theinvestments and strategies shall comply with the

guidance and instructions issued by the IslamicShariah Board, Samba Financial Group, which canbe referenced in the Annexure attached

SAMBA SHARIAH BOARD MEMBERS1. Sheikh Abdullah Al-Manee'a (Chairman):

MBA, Higher Judicial Institute

Member of the senior Ulama Board since itsinception in the year 1391H.

Member of Supreme Judiciary of Saudi Arabia.

Former Judge at Supreme Court, Saudi

Arabia. Former President of Makkah Courts.


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Member of Islamic Fiqh Academy.

Member of Sharia'h boards of various Banksand Islamic Financial Institutions.

2. Sheikh Dr. Abdullah Al-Mutlaq:

PhD in comparative jurisprudence, HighJustice Institute

Professor of Comparative Jurisprudence at AlImam Mohammed bin Saud Islamic University,Saudi Arabia.

Member of Supreme Judiciary Committee ofSaudi Arabia.

Advisor to several Islamic Institutions andShariah Board Member of many Banks &Islamic Financial Institutions.

3. Sheikh Dr. Mohammed Ali Al Qari

PhD in Economics, California University

Professor of Islamic Economics and FormerDirector of Center for Research in IslamicEconomics-King Abdulaziz University, SaudiArabia.

Expert of the Fiqh Academy of theOrganization of Islamic Conference in Jeddah.

Shariah Board member of many Islamic Banksand Institutions.

4. Sheikh Dr. Abdul Sattar Abu Al-Ghuddah:

PhD in Islamic Law, Al-Azhar University,Egypt.

Secretary General of the Unified ShariahBoard, Dallah Al-Barakah Group.

Member of Islamic Fiqh Academy.

Member in The Accounting and AuditingOrganization

Professor of Fiqh.

Shariah Board Member of many Islamic Banksand Financial Institutions.

5. Sheikh Nizam Yaqubi:

Bachelor degree in economics, McGillUniversity, Canada.

Professor of interpretation, Hadith and Fiqh inthe State of Bahrain.

Member of the Shariah Supervisory Board ofthe Islamic Investment Banking Unit of Al-AhliUnited Bank (UK) PLC, London, Abu Dhabi

Islamic Bank and many banks and otherIslamic financial institutions.


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A member of the Islamic International CapitalMarket Authority, England.

Fund does not pay any fees to the members of theShariah Supervisory Committee.

22. Initial Offering The minimum investments which have to be collectedbefore commencement of the Fund should not beless than 50 million SAR, otherwise the Fund Mangerreserves the right to commence the Fund or returninvestments to shareholders without fee

23. Fund ManagersInvestment in theFund

Fund Manager may invest in the Fund for its ownaccount. Such investment must be disclosed in thefinancial statements, and shall receive the sametreatment of other unit holders.

Unit initial price : SAR 10

24. Subscription andRedemptionProcedures

Subscription:Subscribers who are interested in purchasing units inthe Fund may complete and handle to the FundManager the relevant form which is obtainable fromSamba Capital, with authorization to debit theiraccounts with Samba. Subscription in the Fund shallbe through purchase of units based on the valuationprice, as defined herein. The Fund Manager may, atits sole discretion, deny subscription of any person inthe Fund, if such subscription, among other things, isviolating any law or the regulations which areenforced by regulators from time to time.The Funds units shall be valued on twice a weekbasis based on the closing price of the capitalmarkets on Monday and Wednesday, noting that thedeadline for acceptance of subscription applicationsshall be before 12 P.M., on Sunday and Tuesday,and the prevailing price shall be applied on the

following valuation day.

Redemption:a) Redemption requests may be made on the formwhich is obtainable from Samba capital centers orthrough alternative channels (e.g. Samba Capitalphone, Samba Capital Online).

b) Redemption shall not be less than SAR 2500.The maximum period of time that may lapse betweenredemption by the unit holder and payment of

redemption proceeds, shall be four business daysfollowing the valuation day.


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c) The Fund Manager may postpone any redemptionrequests to the following valuation day in any of thefollowing two cases:

1. If the total requests for redemption on any

dealing day accounts for 10% or more of thetotal net assets value of the Fund.

2. If dealing in any of the main markets where theFund is trading is suspended in general, orwith respect of the Funds assets which theFund Manager reasonably believes that theyare material for the net assets value of theFund.

d) If any redemption leads to decreasing of thesubscribers investment to less than the minimum

initial subscription amount, all invested amount shallbe redeemed without prior notice to the investor.Proceeds of all redemptions shall be paid in thecurrency which is defined in the current account, bycrediting of the subscribers account with Samba.If subscription and/or transfer request, at anyvaluation day, may make subscribers investmentsexceed 10% of the Fund net assets value, the FundManager shall deny subscription pursuant to theinvestment funds regulations.

e) Subscriber may request transfer of his investmentsor any part thereof from a fund to another. In suchcase, the transfer request shall be treated as anindependent redemption request from the first fundand subscription in the second fund, noting that thesubscription request at the second Fund will besubject to the terms and conditions of that Fund.Based on the transfer request, in case that thesubscribers investment falls below the minimuminitial subscription amount, the Fund Manager may

treat such request as a request for transfer of allinvestments to the fund to which the subscriberrequested to transfer the investments.

f) Unless otherwise referred to, if units are jointly heldby two or more persons, any investment in the fundshall be deemed as a joint property of those persons,and they authorize the Fund Manager to act on theirbehalf based on written instructions from all or any ofthem. If subscriber is a legal entity, he should, beforeallowing him to invest in the Fund, furnish to the Fund

Manager a copy of his CR and articles of associationand partnership agreement or other articles of


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incorporation and company decisions, if any, to thesatisfaction of the Fund Manager.

25. Valuation of theFunds Assets

The Funds assets are valued as follows:

Calculation of the total assets by calculating of

the value of the shares of companies held bythe Fund based on the close price at therelevant valuation day, and addition of thecash assets and value of Murabaha (which isthe principal value of Murabaha transactionplus accumulated profits up to the relevantvaluation day).

Deduction of the obligations which include, theestablished fees and expenses, from the totalvalue of the Fund assets.

Unit price shall be determined by dividing thenet asset value on the total units outstandingon the valuation day.

The purchase price of the Fund units or redemptionprice shall be the net assets value, on the basis ofthe price of each individual unit, which is disclosed atevery Tuesday and Thursday. If banks in theKingdom are closed at any valuation day, thevaluation day in that case shall be the following dayon which Saudi banks are open. Unit valuation shall

be declared twice per week through Tadawulwebsite and through Samba Capital electronicservices, Samba Capital communication andinvestment centers.Delay of valuation of Funds Assets: The FundManager may delay valuation of the Funds assets fora period not later than two days from the deadline forsubmission of the purchase and redemptioninstructions, if the Fund Manager reasonablydetermines that it is not possible to evaluate asubstantial part of these assets in a reliable manner,

subject to prior approval of the Fund Board ofDirectors.

26. Termination If in the opinion of Fund Manger that the value of thefund assets under his management is not enough tojustify continuation of the Fund, or in case of anychanges to law or regulations or occurrence ofspecified events, which constitute a valid reason fortermination of the fund, it may terminate the fund by anotice to subscribers and subject to the CMAapproval. In such case, the fund assets shall be

liquidated and its remaining proceeds shall bedistributed to subscribers by a liquidator, whose acts


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shall be always governed by the laws andimplementing regulations and instructions of thecompetent authority.

27. Reporting to unit

holders

Newsletters and periodical statements: The Fund

Manger shall send to each subscriber, by the end ofeach quarter, a statement reflecting net assets valueof the Fund units, value of his investment in the Fund,unit price and total units held y him in the Fund andrecord of transactions.Mail Address: All statements, notices andcorrespondences relating to the Fund, shall be sentby the Fund Manger to subscribers at their addressshown in the subscription application form.Subscribers shall notify the Fund Manager, at alltimes, of their correct mail addresses and inform the

Fund manger immediately of any change to theiraddresses. In case that subscribers fail to notify theFund Manager of their correct address, or if they askthe Manager not to send the statements and noticesabout their investments in the Fund, they agree toprotect the Fund Manager and relieve it from anyresponsibility and waive their rights or claims againstthe Fund Manager, which may directly or indirectlyarise from failure to provide them with suchstatements and notices or any information about theirinvestments, or any rights that may arise from theirfailure to respond to such notices, or to verify theinformation or correct any alleged errors or mistakesin any of these statements or information.

28. Conflict ofInterests

Without prejudice to the Fund interests, subscriberunderstands and agrees that the Fund Manager orany of his directors, employees, may from time totime:1) Hold investment units in the Fund.2) Have a banking relationship with companies

whose securities are maintained or purchased or soldto the Fund or on its behalf.The Fund Manager shall avoid any type of conflictbetween the Fund interests and subscribersinterests, and shall not advance the interests of acertain group of investors to the detriment of otherinvestors in the same fund.Any conflict of interests should be disclosed in theFund Manager annual report and should becommunicated to the Fund Board.The Fund Board of Directors shall be notified of any

conflict of interests, and its approval of any conflict ofinterests that may arise during operation of the Fund,


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should be sought.

29. Voting RightsPolicies

The Fund Manger shall consult with the complianceofficer and approve overall policies regarding votingrights attributed to the Fund based on the securities

included in its portfolio of assets. The Fund mangershall decide, at its discretion, to exercise or not toexercise any voting rights after consultation with thecompliance officer

30. Amendment ofTerms & Conditions

The Fund Manager may at any time, at its owndiscretion, amend these terms and conditions as maybe dictated by the Fund interest, and shall seek theCMA prior approval of any material change to theseterms and conditions, and notify subscribers by mailof the proposed change and furnish to them a copy of

the updated terms and conditions, and suchamendments shall be effective after (60) days fromthe notice date.

31. Complaints Any complaints in connection with the Fund shall beimmediately communicated to the Fund Manager. Ifthe dispute is not solved in a friendly manner,subscriber may bring it before the Committee forResolution of Securities Dispute.

32. Applicable Law The Fund conditions and transactions shall begoverned by the Saudi applicable laws andregulations. Any dispute arising from connection withthese conditions shall be brought before theCommittee for Resolution of Securities Disputes atthe CMA. The subscriber admits and agrees thatpurchase or selling of the Fund assets andinvestments and properties shall be governed also bythe Kingdom laws and regulations.The Fund Manager may take any action that it maydeem necessary to ensure compliance with any

applicable laws that are issued by any competentauthority, and shall not take any responsibilitytowards the subscriber or any third party.

33. Compliance withInvestment FundRegulation

These terms and conditions and other documents ofthe Fund shall be governed by the investment fundsregulations issued by the CMA which require full,correct and express disclosure of all materialinformation about the Fund.


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Financial Disclosure Summary

The funds assets, fees and actual expenses in 2013

Fund Net Assets 296,575,636

Issued Units 20,383,110

Unit Price 14.55 SAR

Management Fees 3,684,032

Total remunerations ofindependent board members

997.00

CMA's annual fees 7,500.00

S&P's fees 3,047.00

Dividend purification 56,452.00

Tadawul fees 5,000.00

Dealing fees 158,037.54Auditing fees 25,000.00

Expenses Ratio 0.014%

Dealing Expenses Ratio 0.053%

All fees and expenses are calculated on every evaluation day and deducted

as quarterly payments

Fund performance compared with Benchmark Index

Date Unit PriceUnit price

change rate BenchmarkBenchmarkchange rate

Inception 10.00 10.00

Dec 11 10.63 6.27% 10.12 1.17%

Dec 12

11.94 12.35% 10.91 7.81%

Dec 13 14.52 34.55% 13.44 23.21%

Annualcumulative return

Change in unitprice

Change inbenchmark

Since 1 year 12.35% 7.81%

Since 3 years 60.64% 34.39%

Since 5 years NA NA


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The Benchmark index shall be S&P index for Shariah compliant Saudiequities.

Disclaimer:

Neither the past performance of the fund nor the past performance of theindex is an indication of how the fund will perform in the future

There is no guarantee for unitholders that the funds absolute performance orits performance relative to the index will repeat or match past performance.

Total remunerations of independent board members:

The total remunerations paid to the fund board (independent) members are997.00 SAR.

Declaration:

I/We, have read the prospectus and appendices related to the Fund and fully

understood contents thereof, and we agree on them, and we have obtained acopy of the same and affixed our signature on it.

Subscribers Full Name : ____________________

Signature : ____________________

Date : ____________________

6.27%

12.35%

34.55%

6.27%

2.63%

23.21%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

Dec-11 Dec-12 Dec-13

Unit Price Benchmark


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Annexure of the Shariah Directions and Instructions

The guidelines below were established by the Shariah Supervisory Board for thepurposes of determining the types of investment made:

1. Sector-Based Screens

Business activities related to the following are excluded:

1. Advertising and Media, with the following exceptions:

a. Advertising and Media, (newspapers are allowed, sub-industries are

analyzed individually).

2. Alcohol

3. Cloning

4. Financials, except:

a. Islamic Banks

b. Islamic Financial Institutions

c. Islamic Insurance Companies

5. Gambling

6. Pork

7. Pornography

8. Tobacco

9. Trading of gold and silver as cash on deferred basis

During the selection process, each companys latest financial statement is reviewedto ensure that the company is not involved in any non-Shariah compliant activities,regardless of whether the latest statement is a quarterly, semi-annual or annualstatement. If the latest statement is available in all three of these frequencies anannual statement will likely be used, as these are more likely to be audited. Thosethat are found to be non-compliant are screened out. The above industries are notconsidered Islamic and would not be appropriate for investment for observantMuslims.

2. Accounting-Based Screens

After excluding companies with non-compliant business activities, the rest of thecompanies are examined for compliance in financial ratios, as certain ratios mayviolate compliance measurements. Three areas of focus are leverage, cash, and theshare of revenues derived from non-compliant activities. All of these are subject toevaluation on an ongoing basis.


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1. Leverage Compliance: This compliance is measured as:

Debt / Market Value of Equity (36 month average) < 33 %;

2. Cash Compliance: There are various forms of compliance, with reference to cashholdings. These are:

Accounts Receivable / Market value of Equity (36 month average) < 49 %;

(Cash + Interest Bearing Securities) / Market value of Equity (36 month average)

Documents

Al Ataa Sar t&c En