Cross-Border Passporting Guide for Investment Funds

Cross-Border Passporting Guide for Investment Funds KINGDOM OF SAUDI ARABIA Capital Market Authority Important Notice: The current version of these Regulations, as may be amended, can be found at the Authority’s website: www.cma.org.sa Issued by the Board of the Capital Market Authority Pursuant to its Resolution Number 1-46-2025 dated 25/10/1446H corresponding to 23/4/2025G Arabic is the official language of the Capital Market Authority English Translation of the Official Arabic Text

2 I. All terms and expressions herein, save for those explicitly defined within the Regulatory Framework for the Passporting of Financial Products between the Regulators of Financial Markets in GCC States and the Cross-Border Passporting Regulations for Investment Funds, shall bear the meanings attributed to them in the Glossary of Defined Terms Used in The Regulations and Rules of The Capital Market Authority unless the context requires otherwise. II. Notwithstanding Paragraph (a) of Article 97 of Investment Funds Regulations, any fund established outside the Kingdom of Saudi Arabia shall be passported on a cross-border basis, and its units shall be offered in the Kingdom in accordance with provisions of Cross-Border Passporting Regulations for Investment Funds and this Guide. III. The agent shall be a licensed Capital Market Institution authorized to engage in dealing, investment management or fund operation activities. IV. Authority shall have the right to impose a financial fee on the agent, as it deems appropriate. V. Public Fund Agent shall adhere to the following: A) A declaration shall be submitted, included in Cross-Border Passporting Application Documents, confirming that the following requirements have been fulfilled:

1. Notifying the Authority in writing, using the form provided in Annex (6) of the Investment Funds Regulations, and filling out such form with information to be provided by foreign funds, as specified in this Annex.
2. Providing the Authority with a declaration, as per the form set forth in Annex (1) of this Guide.
3. Providing the Authority with copies of all offering documents to be used in the offering announcement, which shall include a disclaimer in the following form: “The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective subscribing to the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the offered securities. If you do not understand the contents of this document, you should consult an authorized financial advisor.”
4. Paying the Passporting fee as prescribed by Authority.
5. Providing any further information upon request by Authority. B) Upon the Fund's passporting with Authority on a cross-border basis, the following obligations shall be fulfilled:
6. Preparing and keeping a register of unitholders in the Kingdom locally, ensuring that it includes at least the following information: a. The unitholder’s name, address, and contact details. b. Unitholder’s national ID, residency permit number, passport number, or commercial registration number, as the case may be, or any other identification, as specified by Authority. c. Unitholder’s nationality. d. Date of unitholder’s registration in register. e. Details of all unit-related transactions carried out by each unitholder. f. Number of units currently owned by each unitholder, including fractions of units. g. Any lien or restriction associated with units held by each unitholder
7. Making the unitholder register available for review by the Authority upon its request.
8. Providing any unitholder, upon request, with a free summary showing all information related solely to the relevant unitholder.
9. Updating the unitholder register promptly to reflect any modifications to information

3 referred to in Sub-paragraph (1) of Paragraph (b) of this Clause. 5. Providing sufficient information about the offering to unitholders, enabling them to make an informed investment decision, and ensuring such information is comprehensive, clear, correct, and not misleading. 6. Ensuring all reports and documents issued by the Fund Manager available to unitholders in the Kingdom, and ensuring unitholders are directly entitled to rights stipulated in Fund Documents. 7. Notifying unitholders in writing of any material changes to the Fund. 8. Ensuring the conveyance of all requests and correspondence addressed by Unitholders within the Kingdom to Fund Manager. 9. Clarifying information on how and where to submit complaints, as well as the procedures for their monitoring and addressing, by Fund Manager and Agent. 10. Notifying Unitholders in the Kingdom at least (90) days prior to the termination of the relationship with Fund Manager. 11. Taking appropriate actions to ensure continuity of the relationship with the Closed￾ended Fund Manager until the end of the Fund's Term. 12. Providing the Authority with reports containing all material changes related to the fund, and any further information requested by Authority. 13. If the minimum amount, determined by Fund Manager, is not collected during the initial offering period, Agent shall, without delay, refund Unitholders the full subscription amounts and any investment returns, without any deductions. 14. Reporting offering results to the Authority within (10) days after the conclusion of the initial offering period (if any). 15. Ensuring any fund-related securities advertisement, addressed to current or prospective unitholders, satisfies the relevant requirements set forth in Capital Market Institutions Regulations and Securities Business Regulations. VI. The Private Fund Agent must comply with the followings: A) Units of a cross-border passported private fund shall be offered in the Kingdom only through private placement, and targets only qualified and institutional investors. B) A declaration shall be submitted, included in Cross-Border Passporting Application documents, confirming that requirements set forth in Sub-paragraphs (1), (2), (3), (4), and (5) of Paragraph (a) of Clause (V) above have been fulfilled, taking into account the following:

1. Investor categories targeted by offering shall be determined pursuant to provisions of this Guide, as stated in paragraph (7), section (1), of Annex (6) of Investment Funds Regulations.
2. The wording below shall be included in the disclaimer referred to in Sub-paragraph (3) of Paragraph (a) of Clause (V) above: “This document shall only be distributed in the Kingdom to Qualified and Institutional Investors.” C) Upon Cross-Border Passporting of the fund with Authority, the following obligations shall be fulfilled:
3. Provisions stipulated in Sub-paragraphs (1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (14), and (15) of Paragraph (b) of Clause (V) above.
4. If Offering is not completed due to non-receipt of the minimum amount, as specified in Fund Documents and relevant Offering Documents, by the proposed offering end date (if any), stated in private placement notice submitted to Authority, in accordance with Sub-paragraph (1) of Paragraph (a) of Clause (V) above, Agent shall, within (10) days, provide Authority with a signed written notice confirming that the offer has failed to complete. Furthermore, the Agent must return to the unitholders their full subscriptions monies together with any returns generated from investing the subscriptions monies without any deduction or delay.

4 3. Agent's securities advertisement and promotional materials related to the Fund shall be directed solely to investors under the categories of institutional and qualified clients. 4. The units in a cross-border passported private fund shall only be transferred within the Kingdom to investors under the categories of institutional and qualified clients VII. Authority shall have the power to suspend Agent’s activities in relation to a particular cross￾border passported fund, or to take any other measures it deems necessary, in the event of: A) Agent ceasing to carry out activities of dealing or the activity of managing investments and operating funds without notification to the Authority under the Capital Market Institutions Regulations; B) The cancellation or suspension by the Authority of Agent’s relevant authorization(s); C) A request by the Agent to the Authority to cancel its relevant authorization; D) The Authority considering it necessary for the protection of securities holders or maintenance of an orderly market; E) The Authority believing that the Agent has failed, in a manner which the Authority considers material, to comply with the Capital Market Law and its Implementing Regulations; or F) any other event determined by the Authority on reasonable grounds to be of sufficient significance. VIII. Upon request, Agent shall provide the Authority with reports that include all relevant information and data relating to funds promoted in the Kingdom, in accordance with the Authority’s requirements. IX. Upon termination of its relationship with Fund Manager, Agent shall remain responsible for compliance with its responsibilities towards unitholders in accordance to the provisions of this Guide until a successor Agent is appointed. X. The "Committee for the Resolution of Securities Disputes" has the jurisdiction to adjudicate disputes arising from offering of units of a cross-border passported fund in the Kingdom. XI. Manager of the Fund established in the Kingdom, upon wishing to apply for cross-border passporting, shall submit an application to the Authority using the Cross-Border Passporting application form specified in Annex (2) of this Guide and adhere to the relevant regulatory frameworks, including Cross-Border Passporting Regulations for Investment Funds, Investment Funds Regulations, and Real Estate Investment Funds Regulations.

5 ANNEX (1) FUND’S DECLARATION TO THE AUTHORITY - Fund Established Outside the Kingdom Seeking Cross-Border Passporting and Offering Its Units in the Kingdom [To be provided on the letterhead of Agent] To Capital Market Authority (Authority ) We, ______________________ (insert the name of the Agent) (Hereinafter referred to as "the Agent") hereby confirm that we have been appointed by_______________________ (insert the name of the Offeror) (the Offeror) to offer securities of the Offeror. We further declare that all the relevant conditions for making a public/ private placement [as applicable] of (Name of the fund established outside the Kingdom seeking Cross-Border Passporting and offering its units in the Kingdom) have been satisfied by offeror and have submitted or will submit all the information and documentation required to be provided to the Authority under the regulations governing Cross-Border Passporting of Investment Funds. We hereby authorize the Authority to request or exchange any relevant information with any authorities, agencies or bodies having responsibility for the supervision of financial services or any other relevant authorities. ــــــــــــــــ :Name ـــــــــــــــ :Signature ـــــــــــــــ :Date

6 ANNEX (2) Cross-Border Passporting Application Form for a Fund Established in the Kingdom Subject to the provisions of Article (4) of Cross-Border Passporting Regulations for Investment Funds, Manager of the Fund established in the Kingdom, upon wishing to apply for cross-border passporting, shall submit an application that includes the following: (1) Name of Investment Fund. (2) Fund Type and Class. (3) Name of Fund Manager. (4) Investment Fund Objectives. (5) Type of Fund (Closed-ended / Open-ended). (6) Offering Type (Public / Private). (7) Unit price at initial offer (nominal value). (8) Currency of the fund. (9) Names of Service Providers. (10) Countries Targeted for Cross-Border Passporting and Promotion of Fund’s Units, along with Appointed Agent in Each Country. (11) Name of the Auditor.