WHERE AS: 

The Company is licensed by the CMA to offer Dealing in securities, Investment Management   and Operating Funds, Advisory, Arranging, and Custody services; and the Client desirous of appointing the Company to provide discretionary management services to the Client’s investment account held with the Company and the Company has agreed to provide such services on the terms hereinafter appearing: 

This Agreement and terms of business set out the terms and conditions upon which the Company will conduct the Services (as herein defined in Article3) for the Client. These terms of business and any attached appendices, together with the attached Client’s Mandate Letter (collectively the “Agreement”), are the only terms on which the Company will conduct the Services for the Client. 

1. Equity securities of all types, whether listed on the Exchange or otherwise, including, without limitation, stocks of any kind, convertible and preferred securities, tracking stocks, depository receipts, interests in any group of equity securities or index thereof, any interest relating in any manner to the value of or units in an equity security.
2. Sukuk of all types, whether listed on an exchange or otherwise, including, without limitation, Sukuk, Ijara, Musharaka, Kerad, Sukuk alsalam, Estesnaa, Murabaha, and convertible Sukuk to stocks, any interest in any group of such Sukuk or index thereof or units of any of the foregoing.
3. Commodities of all types whether listed on an exchange or otherwise or any interest therein, including, without limitation, metals, minerals, oil, gas, chemicals, agricultural products or timber.
4. Contractual interests of any kind whatsoever or any participation right or other interest therein, including, leases, fractional undivided interests in oil and gas, units, collective investment schemes, local investment funds, foreign investment funds, interests in any real, personnel, tangible or intangible asset or other investment, and other similar investments.
5. Islamic insurance products of any kind whatsoever, including, without limitation, products and any financial product offered by insurance companies or any interest therein.
6. Shares/units in funds, portfolios, listed or non-listed, open and closed ended funds/portfolios (the Units/Shares).

 

“Capital Market Institutions Regulations” means the regulations of the same name made by the Authority pursuant to the Capital Market Law under Resolution Number 1-83-2005 on 21/05/1426H (as amended or re-enacted from time to time). 

“Authority” means the Capital Market Authority, including where the context permits any committee, sub-committee, employee or agent to whom any function of the Authority may be delegated. 

“Buy” means purchasing, investing, contracting for, subscribing for, or taking out as the context dictates 

“Capital Market Law” means the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424H (as amended or re-enacted from time to time) 

“Client Account” means the segregated Client account(s) to be maintained with any local bank 

“Client Money” has the meaning given the Capital Market Institutions Regulations  

“Fee Schedule” is set out in the Client’s Mandate Letter to this Agreement. 

“Instructions” has the meaning given in Clause 14 of this Agreement. 

“Investment Objectives” are set out in the Client’s Mandate Letter to this Agreement. 

“Investment Restrictions” are set out in the Client’s Mandate Letter to this Agreement. 

“Kingdom” means the Kingdom of Saudi Arabia. 

“Portfolio Account” means the account(s) opened in the Company’s books to be maintained for the purpose of management and administration of the Client’s Assets. 

“Securities” has the same meaning given in the Glossary of Defined Terms used in the Regulations and Rules of the Authority pursuant to resolution number 4-11-2004 (as amended or re-enacted from time to time). 

“Sell” means disposing for valuable consideration, surrendering, assigning, converting rights, and granting rights or interests. 

 

1. Regulations: 

2.1 The Company is authorized and regulated by the Authority to conduct securities business in the Kingdom. The Company’s principal place of business in the Kingdom is: 

SEDCO Capital, 

2nd floor, South tower, Red Sea Mall, 

King Abdulaziz (Malik) Road, 

Morgan District, Jeddah 21493 KSA 

info@sedcocapital.com 

Tel.: +966 (2) 6906555 

Fax: +966 (2) 6906599 

 

This Agreement (which includes the Client’s Mandate Letter, any Schedules, and any instruments in writing varying the terms and conditions herein) constitutes a legally binding document which will govern the basis on which the Company will provide the Services specified in Clause 3 below to the Client. This Agreement supersedes any prior agreement between the Company and the Client. 

 

 

 

1. This Agreement will take effect once the Company receives from the Client an executed copy of this Agreement. 

 

2.4 This Agreement will be subject to: 

1. The rules and customs of any relevant local exchange or market and or clearing house, including, without limitation, any settlement, legal, and regulatory requirement inside the Kingdom or overseas, that may be in force from time to time.
2. The Capital Market Law, and the regulations and rules made thereunder, including the Capital Market Institutions Regulations.
3. All other applicable rules and regulations that may be in force from time to time. (collectively the “Regulations”)

 

2.5 If there is any conflict between this Agreement and any of the 

Regulations, the latter shall prevail to the extent of the inconsistency. 

2.6 The Company may take, or omit to take, any action it considers necessary to ensure compliance with any such Regulations and it will not be liable in respect of any such action taken in good faith. Whatever the Company does or fails to do in order to comply with the Regulations will be binding on the Client. Any action it takes or fail to take for the purpose of complying with the Regulations will not render the Company or any of its directors, officers, employees or agents liable. 

 

1. The Services: 

The Company shall open and administer the Portfolio Account of the Client and shall offer, at the Client’s request, the following services (the “Services”) pursuant to the terms of this Agreement: 

1. Advisory Services: to provide advice to the Client on the merits of dealing in a particular Asset
2. Discretionary Management Services: to manage, at the company’s full discretion, the Assets allocated to the Portfolio Account in accordance with the Investment Objectives and subject to the Investment Restrictions
3. Non-Discretionary Management Services: to manage the Assets allocated to the Portfolio Account in accordance with the Client Instructions.
4. Custody Services: to provide safe custody of the Assets.

 

1. You, the Client, have chosen pursuant to this Agreement, the following: 

Services:
Advisory Services	☐
Discretionary Management Services	☐
Non-Discretionary Management Service	☐
Custody Services	☐

 

1. Advisory Services: 

4.1 The Company shall review and make recommendations in respect of the composition of the Advisory Account, within the investment objectives, investment policy, investment restrictions and such limitations as may be agreed between the Client and the relevant manager or broker set forth in the Client’s Advisory Mandate Letter. These recommendations shall include whether to buy, sell, retain, exchange or otherwise deal in investments and other assets, subscribe to issues and offers for sale and accept placing, underwritings and sub-underwritings of any Investments. 

4.2 The Company shall: 

1. Maintain and evaluate the performance of the Client’s Advisory Account. 

1. Report regularly to the Client on the performance of the Client’s Advisory Account. 

1. Report to the Client when it considers the assets of the Client’s Advisory Account should be sold or holdings reduced and make recommendations as to the investments to be acquired. 

 

4.3 If requested by the Client, the Company shall make recommendations to the Client as to the exercise of any voting rights attaching to any asset of the Client’s Advisory Account. 

4.4 No warranty, assurance or undertaking is given by the Company that the investment objectives set forth in the Client’s Advisory Account shall be successfully achieved, whether in whole or in part. 

4.5 The Client acknowledges that except as set out in the investment policy and investment restrictions set forth in the Client’s Advisory Account Mandate Letter, there are no restrictions on the types of investments in which the Client wishes to invest or the markets on which it wishes transactions to be executed. 

4.6 The Client shall provide to the Company, or shall arrange 

that the Company be provided with access to all information and records in relation to the Advisory Account including such periodic reports concerning the status of the investments as the Company may reasonably request from time to time and shall promptly notify the Company of all corporate actions and other events affecting the Advisory Account of which the Client has received notice. The Clientwill notify the Company promptly if there is any material change in any of the information provided by it for the purposes of this Agreement. 

 

1. Discretionary Management Services: 

5.1 The Client hereby authorizes the Company to manage the Client’s Assets. The Company will have full discretion to manage the Assets in accordance with the Investment Objectives and subject to the Investment Restrictions. In particular, the Company will to the extent permitted by laws of the Kingdom of Saudi Arabia: 

1. Buy and Sell Securities, or any other asset which the Company is permitted by the law of the Kingdom to Buy and Sell for the Portfolio Account through third parties’ brokers. 

1. Make deposits of cash of any currency with banks, with any risk(s) and / or charges associated with any such deposit to be assumed by the Client. 

5.2 The Client acknowledges and agrees that some of the Assets bought for the Portfolio Account by the Company contain certain risks including those relating to investment minima and maxima, liquidity and difficulties in valuing some of the Assets. The Client confirms that he is fully aware that some of the investments mentioned above present higher risks than those transactions which are commonly carried out by an investment manager on behalf of a client. 

 

5.3 The Investment Objectives and Restrictions stated in the Client’s Mandate Letter will not be breached as a result of any events or circumstances outside the reasonable control of the Company including, but not limited to, changes in the price or value of the Assets brought about solely through movements in the market. 

 

5.4 The Company may combine the Client''s orders with its own orders or with the orders of other clients but only where such aggregation will not operate to its Clients'' disadvantage. Aggregation may operate to the Client''s advantage where this leads to lower transaction costs or the obtaining of a better price. Aggregation may delay execution or settlement. All clients’ orders that are aggregated will receive the average price of execution for all orders that are executed. The Client agrees to the aggregation of its orders on this basis. The Company maintains a written policy setting out its method of aggregating trades to client and principal orders. The Company shall ensure among its books, registers, data and documents, a clear segregation among the accounts of all its Clients and among such accounts and any accounts of the Company or other clients. 

 

1. Non-Discretionary Management Services: 

6.1 The Client hereby authorizes the Company to manage its Assets only upon receiving Instructions from the Client. In particular, the Company will, to the extent permitted by laws of the Kingdom of Saudi Arabia, Buy and Sell Units/Shares upon receiving Instructions from the Client. Subject to the terms of this Agreement, the Company will Buy, Sell or otherwise deal with Units/Shares only in accordance with such Instructions. The Company may execute the transactions directly or through brokers or other agents as it may deem appropriate. 

6.2 The Company is not obliged to accept or act on Instructions which have been validly given by the Client. Where it declines to accept or act on an Instruction, the Company shall promptly inform the Client. The Company shall not be required to provide any explanation of its decision to the Client. Execution by the Company of any Instruction does not imply the Company’s approval or endorsement of Instructions. 

6.3 All orders require particulars to be filled by the Client to identify precisely the Units/Shares to be bought and/or sold, the number of Units/Shares and price range at which such purchase and/or sale is to be consummated. In addition, the Client shall complete such applications and other forms as the Company may require. 

6.4 The Company may from time to time inform the Client of investment opportunities and may distribute investment research material to the Client. Any such information or materials provided to the Client will not constitute the provision of advice to the Client. The Client should not rely on any such information or materials provided to the Client and the Client should seek its own advice and guidance on any investment opportunities or recommendations made to the Client. The Client is entirely free to follow or disregard, either in whole or in part, any information, advice, evaluation or recommendation provided by the Company, either directly or in the form of publications. 

6.5 The Client fully understands and agrees that all transactions to be carried out at the Client’s Instructions are to be carried out on a cash basis only. The Client shall maintain in the Client Account, throughout the term of this Agreement, a minimum balance as may be required by the Company from time to time. 

6.6 Should the Client place an order that leaves the Client Account with a short position, without prior arrangements to allow for such trades, the Company reserves the right, without consulting the Client, to cover such short position at prevailing market prices and the Client shall be fully responsible for the consequences arising from such transaction. 

 

6.7 The Company shall use its best efforts to execute the Client’s Instructions as soon as practicable in the circumstances but shall not bear any liability for any loss or expense incurred by the Client resulting from delay in effecting any transaction, including any change in market conditions before a particular transaction could be effected, unless such delay is attributable to the gross negligence or willful misconduct on the part of the Company. 

6.8 All transactions undertaken on behalf of the Client are subject to the constitution, rules, regulations, bylaws, interpretations, customs and usages of the portfolios and investment funds in which the Client invests and the Client understands that Instructions may be executed only on such 

days and at such times when the Company, the relevant portfolios and investment funds are open for business.  

 

6.9 The Client authorizes the Company to pay automatically, from the Client Account, for all transactions incurred by or for the account of the Client, including amounts owed by the Client for the purchase of Units/ Shares, fees of agents and customary transactional fees. Unless the Company expressly agrees otherwise, the Company shall not execute any Instruction unless there is a sufficient cash balance in the Portfolio on the day the transaction is to be effected. 

 

6.10 The Company may combine the Client''s orders with its own orders or with the orders of other clients but only where such aggregation will not operate to its Clients'' disadvantage. Aggregation may operate to the Client''s advantage where this leads to lower transaction costs or the obtaining of a better price. Aggregation may delay execution or settlement. All clients’ orders that are aggregated will receive the average 

price of execution for all orders that are executed. The Client agrees to the aggregation of its orders on this basis. The Company maintains a written policy setting out its method of aggregating trades to client and principal orders. The Company shall ensure among its books, registers, data and documents, a clear segregation among the accounts of all its Clients and among such accounts and any accounts of the Company or other clients. 

 

6.11 If the Company is unable to fully execute an Instruction and only partially executes the Instruction, the Client shall nevertheless be bound with respect to the part actually executed, unless the relevant Instruction expressly provides to the contrary. Where the Client''s order is aggregated and the aggregated order is only partially filled, the Client will be allocated an entitlement on a pro rata basis. 

6.12 The Company may refuse to execute an Instruction if it concludes (in its sole discretion) that the transaction is, or may be considered to be, not in compliance with the Regulations. 

6.13 All Instructions will be given by the Client and executed by the Company with the understanding that an actual purchase or sale is intended and that it is the Client''s intention and obligation in every case to deliver documents of title to cover any and all sales and in the case of purchases to receive and pay for documents of title, and that the Client will do so upon the Company''s demand. 

1. Custody Services: 

7.1 The Client hereby appoints the Company and the Company hereby agrees to act as custodian of the Assets and to perform all or any of the following services on behalf of the Client (the “Custody Services”) in accordance with all applicable laws, but reserves the right to refuse to do so if, in its opinion, there are reasonable grounds for such refusal (and in which case the Company will notify the Client accordingly): 

1. To hold or to arrange for such Assets or any other items belonging to or under the control of the Client to be held in safe custody. For the avoidance of doubt, Client’s Assets that are eligible for the Depositary Centre in the Kingdom will not be held in the Portfolio Account. 

1. To hold cash, belonging to or under the control of the Client in accordance with this Agreement. 

1. To hold bearer instruments in that form and, where possible, to register instruments in the name of the Company or any other person appointed by it. 

1. To hold securities which are not fully paid, subject to such conditions as the Company may specify. 

1. To deposit any type of security or other investment upon receipt of Instructions by the Client in connection with the purchase or subscription of such Assets in accordance with the Client’s prior instructions and market practice and following receipt of the funds required for such purpose. 

1. To transfer, exchange or deliver the Assets upon receipt of Instructions by the Client in connection with the sale or disposal of such Assets and to deal with the proceeds, in each case in accordance with the Client’s prior Instructions and market practice. 

1. Make payments, or effect payments, out of the Client Account and in so far as cash is available for the purpose and upon receipt of Instructions given by the Client in connection with the acquisition of Assets for the Portfolio Account and only against delivery of such Asset to the Company and for payment of such bills, statements, taxes, fees, expenses or other obligations of the Client as may be approved generally or from time to time. 

1. To enter into any agreement or instrument on behalf of the Client in connection with any security or other investment which is or is to be included in the Assets, in each case in accordance with the Client’s Instructions and market practice. 

1. Where securities are registered in the name of the Company or any other person appointed by it (but not otherwise), to notify the Client of any information received by the Company which requires action to be taken by the Client in relation to such securities and to request, collect, receive and make payments or distributions attributable to such securities. 

1. To collect and receive Assets’ dividends and all income received and other payments in connection with the Assets held hereunder. 

 

1. To provide such other services as the Company and the Client may from time to time agree in writing. 

 

7.2 In providing the Custody Services, the Company shall: 

1. Ensure the legal segregation of the Assets held in its custody and maintain all Assets in the Portfolio Account, and ensure that the title of the Portfolio Account indicates that the Assets belong to the Client. 

1. Keep at its premises such books, records and statement as may be necessary to give a complete record of the Assets held and transactions carried out by it on behalf of the Client and permit the Client to inspect such books, records and statements at any time during normal business hours of the Company on giving reasonable notice. 

1. Ensure that the records referred to above are maintained so as to ensure that it is readily apparent that the Assets are held solely on behalf of and belong to the Client and do not belong to the Company or other clients, agents or nominees of the Company. 

1. Not part with possession of the Assets except to the Client or on the Client’s Instructions or otherwise in accordance with this Agreement. 

1. Maintain such records as are necessary to identify the location of each title document, including details of: 

1. The date at which the title document came into or left the possession or control of the Company. 

1. The nature of the title document. 

1. The nature, amount and nominal value of the investment to which the title document relates. 

 

7.3 The Company shall ensure that Client money is held in the Client Account or with an overseas bank if this is necessary for the settlement of transactions in Securities outside the Kingdom. The Company shall ensure that any Client Money belonging to the Portfolio Account will be held in accordance with the applicable provisions of the Authorized Persons Regulations. For the avoidance of doubt, cash will not constitute Client money for these purposes to the extent that it is immediately due and payable to the Company for its own account. The Company will cease to treat as Client money such amounts it holds on the Client’s behalf that are equivalent to any amounts that the Client owes to the Company and that are due and payable. The Client acknowledges that where its Client money is held outside the Kingdom the legal and regulatory regime applying to the foreign bank may be different from that of the Kingdom and in the event of a failure of that bank the Client’s money may be treated in a different manner from that which would apply if the money was held by local bank in the Kingdom. 

 

7.4 The Company is authorised to take such steps as it may consider expedient to enable it to provide the Custody Services and to exercise its powers under this Agreement, including the right: 

1. To comply with any applicable law, regulation, order, directive, notice or request of any government agency (whether or not having the force of law) requiring the Company to take or refrain from action and/or to disclose information. 

1. On behalf of the Client, to withhold and/or to make payment of any taxes or duties payable on or in respect of the Assets. 

1. In the absence of or delay in receiving Instructions from the Client in response to a request, to act or refrain from acting as it may deem expedient in the best interests of the Client. 

1. To pool the Assets with the assets of other clients (although the Company shall clearly identify all securities held in its capacity as custodian on behalf of the Client as being Assets of the Client) and therefore, the Client agrees that in the event of the Company’s default, it may have to participate pro rata in any irreconcilable shortfall, which may occur. 

1. To return to the Client physical securities which may not be the same as originally deposited with the Company and will instead redeliver to the Client (i) securities of the same number, class, denomination and issue as those originally deposited or (ii) precious metals and commodities of the same type and amount. 

1. On receipt of prior consent from the Client where it is not a mandatory requirement, to participate in and to comply with the rules and regulations of any system which provides central depository, clearing and/or settlement facilities in respect of securities but without liability for any acts or omissions on the part of the operator or Company of any such System. 

 

7.5 The Company may take, or omit to take, any action it considers necessary to ensure compliance with any applicable regulations and it will not be liable in respect of any such action taken in good faith. Any actions it takes or fail to take for the purpose of complying with any applicable regulations will not render the Company or any of its directors, officers, employees or agents liable. 

7.6 The Company shall be under no duty to investigate, participate in or take affirmative action concerning proxies received, attendance at meetings and voting except in accordance with the instructions of the Client. In the absence of such instructions, the Company shall take no action unless otherwise required under applicable laws. 

7.7 The Client shall maintain with the Company at all times sufficient cash to enable the Company, pursuant to this Agreement, to settle any outstanding transactions entered into, or to settle any liability incurred, by the Client or the Company on behalf of the Client. The Company shall be entitled, but shall not be obliged, in its discretion to retain sufficient cash to enable it to settle any such outstanding transactions or liability. If there is insufficient cash to enable the Company to settle any such outstanding transactions or liability, the Company shall be entitled, but not obliged, in its discretion to settle and/or decline to settle any outstanding transactions and/or to cancel unexecuted Instructions whereupon the Company shall promptly notify the Client. Where the Company does so exercise its discretion to settle any such outstanding transactions, the Client shall promptly on demand reimburse the Company for any and all costs and 

expense incurred by the Company. 

7.8 In performing the Custody Services, the Company shall exercise the same degree of care as it exercises in respect of its own Assets except to such extent as may otherwise be provided in this Agreement. 

7.9 Where the Client’s Assets are to be held with a third party, the Company shall enter into Terms of Business with that third party in accordance with the Capital Market Institutions Regulations. 

 

1. Securities Lending: 

8.1 The Company is not authorized to lend Securities allocated to the Portfolio Account to any third party. 

 

1. Realizing the Client’s Assets: 

The Client agrees that the Company may realize the Client’s assets to meet liabilities of the Portfolio Account or the Client in the following circumstances: 

1. To pay fees that are due and owing to the Company by the Client pursuant to the Fee Schedule. 

1. To meet any claim under the indemnity contained herein. 

1. To pay fees, commissions or expenses of any exchanges, clearing houses, custodians, brokers, dealers or any third party which have been incurred for or on behalf of the Portfolio Account. 

 

1. Special commission arrangements: 

10.1 The Client acknowledges that the Company is entitled to enter into special commission arrangements. A special commission arrangement is an arrangement where an investment Company receives goods or services in addition to trade execution services from an intermediary in return for the commission paid on transactions directed through that intermediary. The Company will ensure that: 

1. The intermediary in question provides best execution to the Company. 

1. The goods or services received by the Company may reasonably be regarded as being for the benefit of the Company’s clients. 

1. The amount of any fees or commission paid to the provider of the goods or services is reasonable in the circumstances. 

 

1. Delegation and use of agents: 

11.1 The Company, where reasonable, may employ agents to perform any administrative, dealing or ancillary services required to perform its duties under this Agreement. The Company will act in good faith and with reasonable skill and care in the selection, use and monitoring of agents. The Company however will not be liable for any losses caused to the Portfolio Account or the Client generally by any other agent. 

 

1. Accounting to the Client: 

12.1 The Company will provide periodic statements to the Client on a quarterly basis setting out the value and composition of the Portfolio Account and all information required by the Authorized Persons Regulations. The Company shall be entitled to assume that a report is corrects and approved by the Client if the Client does not make a written objection within fifteen (15) days of dispatch. 

12.2 The Client acknowledges and agrees that the Company is not obliged to provide it with contract notes in respect of Securities bought and sold for the Portfolio Account. 

12.3 A valuation showing the initial composition and initial value of the Portfolio Account is attached (or will be supplied as soon as is reasonably practicable). 

12.4 The performance of the Portfolio Account will be measured having regard to the Investment Objectives and the matters referred to in the Mandate Letter to this Agreement. 

 

1. Client’s Instructions: 

All communications, directions, instructions or advice from the Client to the Company shall be either: 

1. in writing signed by such authorised signatories as are advised by the Client in writing from time to time (“Authorised Persons”); 

1. by such other form of communication as the Company and the Client may agree in writing. 

 

13.2  In advising the Company of the identity of Authorised Persons, the Client shall also supply the Company with a specimen signature list containing the signatures of each Authorised Person. Upon receipt of any written Instruction, the Company shall be required to check that the signature of the Authorised Person on the Instruction matches the signature of that Authorised Person contained on the specimen signature sheet. 

 

13.3 The Company may, at its discretion, accept Instructions reasonably believed by it to have emanated from the appointed Authorised Person(s) in which case, if it acts in good faith on such Instructions, such Instructions shall be binding on the Client and the Company shall not be liable for 

doing so, whether or not the instructions were given by the Authorised Person(s) and the Company shall not be under any duty to verify the identity of the person(s) giving those instructions. 

13.4 The Company may refuse to execute an Instruction if it concludes (in its sole discretion) that the Instruction is, or may be considered to be, not in compliance with the applicable laws provided that the Custodian shall promptly inform the Client in the event that any Instruction is refused for this reason. 

13.5 The Company shall, upon receiving an Instruction from the Client, send a written notification through fax or electronic means confirming that it has received the Instruction and will execute it. If the Client does not object to such notification within 24 hours, the confirmation would be 

deemed approved by the Client. 

 

1. Remuneration: 

14.1 For the Services provided under this Agreement, the Company shall charge the fees specified in the Client Mandate Letter, as such fees may be amended from time to time, at the Company’s discretion, and communicated to the Client. 

14.2 The Client shall be responsible for all expenses, taxes, fees or other costs or liabilities incurred by the Company in connection with the provision of the Services and as a result of the Client’s instructions and or decisions, except as otherwise provided in the Client Mandate Letter. Such other charges may include without limitation: 

 

1. any judgment, settlement or other costs and expenses, including legal costs, incurred in connection with any actual or threatened action or proceedings relating to the Portfolio Account including the enforcement by the Company of margin trading requirements. 

1. All taxes which may be due or payable on the Assets and the income attributable to the Portfolio Account. 

1. registration and other fees, stamp duty, brokerage and other charges payable in respect of the acquisition and sale of Assets. 

1. All other costs and expenses incurred by the Company in connection with the Portfolio Account, including without limitation agency fees as well as mail, phone, fax, telex, insurance and all other expenses. 

 

14.3 The Client shall pay to the Company as per the Client Mandate Letter an amount equal to the total of all fees and other charges payable to the Company as aforesaid and not previously debited to the Portfolio Account. The Company is hereby authorized to debit the Portfolio Account without advance notice with the amount of all such fees and charges and the Client hereby irrevocably authorizes the Company to require payment by any custodian or sub-custodian of all amounts due to the Company hereunder. All payments due from the Client shall be grossed up to take account of any withholding taxes or other deduction so that the Company or any other payee receives the gross amount due. 

 

1. Confidentiality: 

15.1 Details of the Portfolio Account and transactions undertaken for the account of the Client in relation thereto shall be treated as confidential, except to the extent that information is disclosed: 

1. Pursuant to any applicable law, regulation or code of conduct. 

1. By order of a court of law. 

1. in response to an inquiry by an exchange or any regulatory or other governmental authority concerning information reasonably required by them in the course of their official duties, and subject to assurances that such information will be used only for the purposes specified and will otherwise be kept confidential; or 

1. To perform the Services for the Client including but not limited to, executing, settling and arranging custody services. 

15.2 The Company may disclose details of the Client’s relationship with the Company to third parties with whom the Company deals in the performance of the agreed investment services on behalf of the Client, for their confidential and internal use and/or as a requirement of processing transactions on behalf of the Client. The Client understands that such information may then become subject to disclosure under the laws of other jurisdictions. 

 

1. Conflicts of interest: 

16.1 The Client acknowledges and agrees that, in the course of performing the Services under this Agreement, the Company or entities related to the Company (including without limitation branches, subsidiaries, affiliates and other clients of the Company) may have a material interest in a transaction or investment that is or is likely to be undertaken for the Portfolio Account, and that such interests whether material or otherwise will be disclosed to the Client in writing. 

 

16.2 Without limitation to the foregoing, the Company may: 

1. effect transactions for the Portfolio Account in which the Company or one or more of its related parties has directly or indirectly a material interest or where a related party of the Company effects the transaction as principal therein or in which the Company or a related party has a relationship with another party which may, in either case, involve a conflict with the Company’s duty to the Client only after the Company notifies the Client in writing of such interest whether material or otherwise. 

1. Buy an investment from or sell an investment to the Client, via the Portfolio Account, as a principal on its own account or as an agent for a related party of the Company. 

1. Act as agent for the Client, via the Portfolio Account, in relation to a transaction in which the Company or a related party is also acting as an agent for the counterparty. 

1. Invest on behalf of the Client in or dispose of units in a unit trust, fund or other form of Collective Investment Fund which is either operated or advised by the Company or one of its related parties 

1. invest on behalf of the Portfolio Account in Securities the issue or offer for sale of which was underwritten, managed or arranged by the Company or a related party during the preceding twelve months or earlier. 

1. Be remunerated for acting as an agent for the counterparty to the transaction as well as for acting as agent for the Client. 

1. Effect any transaction relating to a Security as to which the Company or one of its related parties has a long or short position in that Security. 

1. Indemnity: 

17.1 The Client agrees to indemnify the Company, its officers and employees and any custodian appointed to hold the Assets (each an “Indemnified Party”) against any costs, claims, losses, liabilities or expenses which they may suffer directly or indirectly in connection with providing the Services under this Agreement. This indemnity does not apply to the extent the cost, claim, loss, liability or expense is due to the gross negligence, fraud or deliberate default of any of the Indemnified Parties. 

 

1. Warranties: 

18.1 The Client acknowledges having read and understood this Agreement and having been given the opportunity to ask questions relating hereto about it, and the Client agrees that this Agreement will govern his relationship with the Company. 

18.2 All details given by the Client to the Company in relation to the Client and the Client’s financial position are and will remain complete, accurate and not misleading in any material respect. 

18.3 Any Client being a legal entity represents and warrants that it has obtained all necessary consents and taken all necessary action (including any action required under its constitutional documents) to authorize it to enter into this Agreement and to perform its obligations hereunder. 

18.4 All Assets held in the Portfolio Account are and shall during the continuance of this Agreement remain beneficially owned by the Client free from all liens, charges, options, encumbrances and third party rights whatsoever, other than those arising as a result of transactions entered into pursuant to this Agreement hereunder. 

18.5 If the Client comprises more than one individual person, each of such persons shall be jointly and severally liable for the obligations of the Client hereunder. 

18.6 The Client shall not during the term of this Agreement authorize any person other than the Company to execute transactions relating to any of the Assets or otherwise to deal with such Assets, except with the prior written consent of the Company. 

18.7 The Client will notify the Company promptly if there is any material change in any information it has provided pursuant to Clauses 18.2, 18.3 and 18.4 above, and will provide such other relevant information as the Company may from time to time reasonably request in order to fulfill its regulatory and contractual obligations. The Client acknowledges that a failure to provide such information may adversely affect the quality of the Services that the Company may provide. 

 

1. Exclusion of liability: 

19.1 The Company will use all reasonable skill and care in advising the Client on its investments and generally in carrying out its duties and in exercising its rights and authorities under this Agreement. 

 

19.2 The Client gives full discharge to the Company and releases it from any liability for transactions which are carried out in the performance of this mandate except for those liabilities which cannot be excluded by virtue of Article 31 of the Authorized Persons Regulations. 

19.3 In particular, the Company shall not be liable to the Client for: 

1. The success or failure of the investment policy or for any recommendation made by the Company or for any loss or failure to take profit or advantage incurred in relation to the purchase, retention or sale of any investments. 

1. The taxation consequences of the purchase, retention or sale of any investment; 

1. Any error of fact, law or judgment or any action lawfully taken or omitted to be taken by the Company in good faith. 

1. Any loss of opportunity whereby the value of any investment might have been increased. 

1. Any decline in the value of any investment howsoever arising. 

1. Any delay or change in market conditions before and /or after any transaction is affected. 

1. The acts and omissions of persons contracted with and agents appointed pursuant to this Agreement including without limitation their officers and employees. 

1. Any loss arising for the insolvency (or its equivalent) of a counterparty; 

1. Any other loss suffered by the Client. 

1. Obligations of Heirs/Successors: 

20.1 The terms and conditions set out in this Agreement shall be binding upon the Client’s heirs, executor, administrator, personal representatives and assignees. If the Client is a corporate entity, such as a partnership or limited liability company or any other legal entity, the Client agrees that this Agreement and all its terms and conditions shall be binding upon it successors and agrees that this Agreement shall not terminate upon its dissolution and liquidation as a result of the death of any of the partners or the dissolution or liquidation of a partner or shareholder, if such partner is a legal entity. 

20.2 However, the Company shall have the right, at its sole discretion, to suspend operating the Portfolio Account of the Client and to refrain from accepting any instructions in relation thereto, or to any other investment under this Agreement , until the Company shall have received a court order or instructions signed by the remaining partners of the securities issued in the account or the heirs, executors, or the managers of the companies or personal representatives or successors of the owner of such securities issued in, a form acceptable to the Company. 

1. Assignment: 

21.1 The Client will not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer its rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign any right or obligation under this Agreement without consent. 

 

1. Termination: 

22.1 The mandate given by the Client to the Company by this Agreement shall remain valid until notice of termination is given in writing by either party. It is express¬ly agreed by both parties to this Agreement that this mandate does not terminate on the death of or in the event of incapacity of the Client, but shall in such circumstances remain in force. 

22.2 Termination of this Agreement is without prejudice to orders or transactions already begun, which the Company will complete. The Company will be entitled to close out any open transactions. 

22.3 Termination of this Agreement shall be without prejudice to the execution or completion of transactions already initiated. In particular, notwithstanding such termination, the Company may (as it sees fit) direct the completion, perfection or closing out of any transaction initiated before termination. However, except as otherwise provided in this Clause in connection with settlement of accounts and transfers of assets, the Company shall not after the date of termination accept any further Instructions or initiate any further transactions on the Client''s behalf. 

22.4 In the event that commodities or precious metals are held for the Portfolio Account, the Company shall be entitled to sell the same for and on behalf of the Client and pay to the Client the proceeds of such sale. The Company in its sole discretion may agree with the Client that such commodities or precious metals may be transferred to or registered in the name of the Client or his nominee. The Client will specify in whose name all other Assets should be registered and to whom all other Assets should be transferred or (as the case may be) delivered, save that the final decision in respect of these matters is that of the Company acting in accordance with Saudi law. 

22.5 The terms above dealing with indemnity, exclusion of liability and remuneration will remain in full effect after the termination of this Agreement. In the case of remuneration, the annual management commission and any other fee for the Services under this Agreement will be calculated and payable on a pro rata basis up to the date upon which this Agreement terminates. 

 

1. Currency conversion: 

23.1 Whenever relevant, the Company is hereby entitled to convert any currency without prior notice to the Client to pay its financial liabilities and commitments as per the terms of this Agreement or any transaction executed by virtue of this Agreement. Any such conversion shall be made in the same manner and rates as set by the Company in its sole discretion 

(taking into consideration the current rates of convertible currencies). 

23.2 All the funds, securities and investment tools held for the Portfolio Account are exposed to capital loss risk due to the fluctuations of money market where funds, securities and investment tools are traded. Consequently, the return on investment value held in the Portfolio Account may go up or down against the invested capital. Thus, the Client agrees that the Company shall not be held responsible for market conditions or the loss of investment opportunities that may increase the asset value held in the Portfolio Account nor shall it be held responsible for the loss or decrease resulted from any action on the part of the Company in the conduct of its duties herein. 

23.3 All foreign currencies conversion risks resulted from any transaction, payment to the Company’s obligations or exercise to its right as per this Agreement, shall be payable by the Client. 

 

1. Risk Warning: 

24.1 The Client acknowledges that the Company has made the Client aware of and the Client understands the risks inherent in investing and/or trading, and possible loss of capital. 

24.2The Client understands that certain investments which may form the subject of this Agreement in whole or in part, are not guaranteed or insured and that any such investments are subject to risk. 

24.3 The Client''s attention is drawn to the risk warnings contained in the Mandate Letter. 

1. Complaints: 

25.1 In the event of a complaint about the Services covered by this Agreement the Client should contact the Compliance officer of the Company at the address for notices specified in the Mandate Letter. Details of the Company’s complaints handling process are available on request. 

 

1. Amendments: 

26.1 Although the Company may at any time and in its sole discretion amend this Agreement and/or the Fee Schedule and/or any supplemental agreement(s), the Company shall notify the Client of the proposed change and the Company will provide the Client with a copy of the amended text. The amendments will become effective 30 days from the date of any such notice. No amendment shall affect any outstanding Instructions, orders, or transactions or any legal rights or obligations which may already have granted or undertaken. 

1. Entire agreement: 

27.1 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between them whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. No party shall have any remedy in respect of any untrue statement made by the other upon which that other party relied in agreeing to this Agreement (unless such untrue statement was made fraudulently or was as to a fundamental matter including a matter fundamental to the other party’s ability to perform its obligations under this Agreement) and that the party’s only remedies shall be for breach of contract or such other remedy provided under Saudi law. 

 

1. Force Majeure: 

28.1 The Company shall not be liable for any loss or damage suffered or incurred arising from any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as such delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an “Event of Force Majeure”), provided the same arises without the fault or negligence of the Company and the Company notifies the Client within 7 days of becoming aware of such Event of Force Majeure and the manner and extent to which its obligations are likely to be prevented or delayed, and provided always also that the occurrence of any such Event of Force Majeure shall not have the effect of discharging or postponing any payment obligations hereunder. 

28.2 If any Event of Force Majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the Event of Force Majeure provided that if any Event of Force Majeure continues for a period of or exceeding one month, the non-affected party shall have the right to terminate this Agreement immediately on notice to the affected Party. 

28.3 The Company shall use all reasonable endeavors to minimize the effects of any Event of Force Majeure. 

 

1. Notices: 

29.1 Any notice, consent, request, claim, demand, instruction or other communication (together the “Notices”) given or made hereunder shall be deemed to be sufficiently given or made if in writing and delivered by registered mail or express courier service (with way bill confirmation) or facsimile delivered or sent to the relevant party at its address or fax number set out in the Mandate Letter or as may be advised by a party to the other party from time-to-time by notice in accordance with this Clause. 

 

29.2 Any Notice shall be deemed to have been made and received: 

• when delivered to the appropriate address, if sent by registered mail or express courier service; or 
• when dispatched and receipt is acknowledged by the receiving machine, if sent by facsimile. 

29.3 Damages resulting from the use of the postal services, telegraph and other means of communication, especially from loss, delay, misunderstanding, mutilation or double dispatch are to be borne by the Client, provided that the Company has not acted with negligence. In case of litigation, the onus of proof is borne by the Client. 

 

1. Law and Jurisdiction: 

30.1 This Agreement shall be governed and construed in accordance with the laws applicable in the Kingdom. 

30.2 The parties submit to the jurisdiction of the Committee for the Resolution of Securities Disputes of the Kingdom. 

 

31. Authority to borrow

The company does not assume responsibility for borrowing or raising funds on behalf of the client or to enter into deals that require the client to borrow or raise money. Entering into such transaction is the client’s sole responsibility, except where the client and the company agree to that pursuant to a separate agreement that sets out all details and related obligations. 

32. Cancelation rights

This agreement may be terminated by either party by giving thirty days written notice addressed to the other party, and that the termination of this agreement does not affect the deals previously initiated by the Company with other parties or the obligations of the parties under this agreement or their rights and obligations. Until the date of termination or on the provisions of this agreement stipulated to remain in effect despite the termination, the Company is also entitled, as he sees fit, to complete, complete or close any transaction initiated before termination. 

 

IN WITNESS WHEREOF, I, the undersigned [second party/client/investor], acknowledge that I have read, understood and agreed to all items and materials contained in this agreement, which amount to 32 and distributed over 34 pages in accordance with due diligence in terms of Shariah and regulation. 

 

Risk Profile Clarification

An investor, who leans towards low-risk investments, would rather be exposed to the lowest possible risk and often prefers safe investments with the acceptance of minor returns.

An investor, who leans towards medium-risk investments, often accepts medium risks in order to achieve capital growth with the expectation to achieve moderate returns, which in

turn may be positive or negative.

An investor, who leans towards high-risk investments, often accepts a high level of risk in hope to achieve high returns. This investor may obtain large returns or experience a substantial loss in capital.

This questionnaire has been prepared for the purpose of obtaining information; as it reflects the investor’s risk acceptance level in accordance with specific answers. The risk

acceptance level may change depending on certain circumstances (age, marital status, market expectations…etc.).

Please read and accept the terms and conditions before investing in the securities through SEDCO Capital.

SEDCO Capital shall not be liable for any current or future losses as a result of investment in any securities, regardless of the outcome of the questionnaire.

Privacy Policy

Saudi Economic and Development Securities Company (SEDCO Capital) (“Us”, “We”, or “Our”) operates www.sedcocapital.com (the “Site”). This page informs you of our policies regarding the collection, use and disclosure of Personal Information we receive from users of the Site.

We use your Personal Information only for providing and improving the Site. By using the Site, you agree to the collection and use of information in accordance with this Privacy Policy. We reserve the right to change the Privacy Policy. It is the responsibility of the website visitor to visit this page to learn about any updates/changes to the policy.

Anonymous Information

You can visit the Site to read about our company, products, and services without revealing any personal information. To upgrade the use of our site, We measure and analyze non-identifying and volume statistical information from our site visitors to improve our site accordingly.

Information Collection and Use

While using our Site, We may ask you to provide Us with certain personally identifiable information that can be used to contact or identify you, upon your request for information about Our products and services or to be contacted. Personally identifiable information may include but is not limited to your name, phone number, E-mail address, and postal address. (“Personal Information”).

Log Data and Service Providers

Like many site operators, We collect information that your browser sends whenever you visit our Site (“Log Data”).

This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Site that you visit, the time and date of your visit, the time spent on those pages and other statistics.

In addition, We may employ third-party companies and individuals due to the following reasons:

• To facilitate our Service;
• To provide the Service on our behalf;
• To perform Service-related services; or
• To assist us in analyzing how our Service is used.

We want to inform our Service users that these third parties have access to your Personal Information. The reason is to perform the tasks assigned to them on our behalf. However, they are obligated not to disclose or use the information for any other purpose.

Cookies

Cookies are files with small amount of data that is commonly used as an anonymous unique identifier. These are sent to your browser from the website that you visit and are stored on your computer’s hard drive.

Our website uses these “cookies” to collect information and to improve our Service. You have the option to either accept or refuse these cookies and know when a cookie is being sent to your computer. If you choose to refuse our cookies, you may not be able to use some portions of our Service.

Security

We value your trust in providing us your Personal Information, thus we are striving to use commercially acceptable means of protecting it. But remember that no method of transmission over the internet, or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.

Links to Other Sites

Our Service may contain links to other sites. If you click on a third-party link, you will be directed to that site. Note that these external sites are not operated by us. Therefore, we strongly advise you to review the Privacy Policy of these websites. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.

Children’s Privacy

Our Services do not address anyone under the age of 13. We do not knowingly collect personal identifiable information from children under 13. In the case we discover that a child under 13 has provided us with personal information, we immediately delete this from our servers. If you are a parent or guardian and you are aware that your child has provided us with personal information, please contact us so that we will be able to do necessary actions.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. Thus, we advise you to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page. These changes are effective immediately, after they are posted on this page.