Portfolio Management Agreement

Scope of Discretionary Management

Under this Agreement, the Client authorizes the Company to manage the Client’s investment portfolio within the Client’s investment account on a discretionary basis, without the need to obtain prior approval for each investment decision. The discretionary management is limited to investments in the Model Portfolios offered by the Company, which are designed to correspond to different risk levels (e.g., Conservative portfolio, Balanced portfolio, Aggressive portfolio) as explained to the Client. The Portfolio Manager will invest in investment instruments such as public or exchange-traded funds (ETFs) and other liquid securities consistent with the strategy of the selected model portfolio. The manager will not invest in any assets outside of that strategy or not permitted by regulations (such as cryptocurrencies, unlisted securities, or engaging in leveraged borrowing) unless specifically allowed by law and with prior notice to the Client. It is understood that this service does not include investments in tokenized securities or digital assets. The discretionary management includes periodically rebalancing the portfolio as the manager deems appropriate to maintain the target asset allocation, and replacing funds or securities with others deemed more suitable if market conditions or performance warrant such changes.

Investment Strategy and Risk Profile

Prior to commencing discretionary management, the Client completes a risk tolerance and investment objective questionnaire (Risk Profiling Questionnaire). Based on the results of this questionnaire and the Company’s analysis, an appropriate Investment Strategy is determined for the Client and a suitable model portfolio is selected (e.g., Conservative, Balanced, or Aggressive). The Company is committed to managing the Client’s investments according to this agreed strategy and in line with the agreed risk level. If the Client wishes to pursue a strategy different from that recommended based on the Client’s risk profile (for example, choosing a higher-risk portfolio than the one the Company advised), the Client must expressly request this and acknowledge that they assume responsibility for that decision and its associated risks. The Company reserves the right to decline to manage the Client’s portfolio under a strategy that it deems entirely unsuitable for the Client’s stated objectives or information (for example, if the Client is very inexperienced yet insists on selecting the highest-risk portfolio), in order to protect the Client’s interest and to comply with regulatory standards. The Client’s risk profile and strategy will be reviewed periodically (e.g., annually or upon a significant change in the Client’s financial situation or objectives), and the portfolio strategy may be adjusted based on updated information after consultation with the Client.

Powers of the Portfolio Manager

Under the scope of this Agreement, the Portfolio Manager is empowered to make all necessary investment decisions to manage the portfolio without prior reference to the Client, including but not limited to: buying and selling securities or fund units within the confines of the portfolio’s strategy, reinvesting any dividends or cash yields, subscribing to any additional offerings or switching investments to others, all with due regard to the Client’s best interest and risk profile. The manager will execute necessary trades with best execution efforts in terms of price and timing, utilizing available platforms (such as the AllFunds platform or the local market) to achieve the best available price at the time of execution, considering any transaction costs or fees. The Client agrees that the manager may aggregate orders for the Client’s portfolio with orders for other clients’ portfolios (order bundling) when doing so is in the clients’ best interests to improve execution terms, provided that allocations of executed trades are made fairly among portfolios. The manager is not entitled to engage in any actions beyond the scope of this Agreement, such as: borrowing money against the portfolio, creating any debt obligations for the Client, using the portfolio as collateral for third parties, or investing in securities that are non- compliant with regulations or beyond the Company’s licensing authority. The manager is also not entitled to withdraw funds from the portfolio except for the purposes of reinvestment or transferring funds to the Client’s bank account in the event of a Client-requested withdrawal or upon termination of this Agreement.

Fees and Costs

The Client agrees to pay portfolio management fees in return for the service provided by the Company. The fee rate or amount is specified in the fee schedule or Fee Schedule published by the Company, or as otherwise agreed with the Client. For example, the Company may charge an annual management fee of (X)% of the portfolio’s net asset value, calculated and deducted on a quarterly or monthly basis from the account. The Client also bears any fees or costs associated with the portfolio’s investments, such as fees inherent to the investment funds themselves (like fund management expenses) or trading commissions or custody fees that may be charged by third parties (which are often embedded in the funds’ unit prices). The Client will receive periodic statements showing the fees charged to their account for review. In the event this Agreement is terminated before the end of a period for which fees have been paid in advance, the Company will refund any unearned portion of the fees to the Client, if applicable (unless otherwise stipulated in a special arrangement). The Company reserves the right to modify the fee structure in the future, provided that the Client is given written notice and the Client’s consent is obtained (or the Client is given the right to terminate the service without penalty if they do not accept the change), in accordance with applicable regulations.

Performance Reporting and Transparency

The Client will receive periodic reports from the Company detailing the performance and activity of the investment portfolio. A performance report (for example, quarterly) will be provided, showing the current value of the portfolio compared to previous periods, the return achieved (expressed as a percentage and an absolute amount), any dividends or cash yields received, as well as the management fees deducted during the period. The report will also include details of key transactions (such as purchases, sales, and rebalancing actions) that took place in the portfolio over the reporting period. Additionally, the Client can access an up-to-date summary of their portfolio at any time through the app, showing the current market value of each asset or fund held in the portfolio. The Company commits to full transparency regarding investment decisions made; if the Client requests an explanation for a certain change (such as why one fund was replaced with another), the Company will provide a general investment rationale for the decision (without disclosing proprietary strategic insights). Any costs or fees incurred will be clearly disclosed in the reports. If any conflict of interest arises in the course of managing the portfolio (for example, the Company dealing with an affiliate for executing some trades), this will be disclosed to the Client in accordance with regulations. The Company also offers the Client – upon request – a meeting or call with the portfolio manager or their representative to discuss portfolio performance and address any other inquiries the Client may have.

Risk Acknowledgment and No Guarantee

The Client acknowledges that they are aware their portfolio is managed under the conditions of volatile financial markets, and that the Company provides no guarantee or assurance of achieving any specific profit or of protecting the capital from loss. All investments made by the Company under this service are subject to the possibility of loss due to market factors (such as price fluctuations, changes in foreign exchange rates, general economic performance, political events, or force majeure). The value of the portfolio may rise or fall over time, and the Client is prepared to bear those fluctuations consistent with their risk profile. The Company affirms that it will manage the investments with care and professionalism, but it will not be liable for losses resulting from circumstances beyond its control (such as general market downturns). The Client also acknowledges that the past performance of any investment or model portfolio is not a guarantee of future performance, and that the Company has not made any oral or written promises outside of this Agreement regarding expected investment outcomes. The Client is encouraged to monitor their portfolio and to understand the risks associated with it, and the Client has the right to inquire and request additional information about its components at any time.

Indemnification and Limitation of Liability

The Client agrees to indemnify, defend, and hold harmless the Company, its directors, employees, and agents from and against any claims, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising out of any breach by the Client of this Agreement or of the Client’s representations and warranties herein, or arising from the Client’s negligence or misconduct in using the Company’s services. However, nothing in this clause shall be construed to require the Client to indemnify the Company for any losses resulting from the Company’s gross negligence or willful misconduct. In all cases, the Company’s liability under this Agreement to the Client for any direct losses proven to be caused by the Company’s failure is limited to no more than the total management fees paid by the Client to the Company in the 12 months preceding the date of the claim (to the extent such a cap is applicable). The Company shall not be liable for any consequential, indirect, or special losses incurred by the Client (such as lost opportunities or potential profits), even if the Company has been advised of the possibility of such damages. These limitations have been factored into the fees charged and reflect an agreed allocation of risk between the parties.

Term and Termination of Portfolio Agreement

This Agreement becomes effective on the date it is signed by both parties or on the date the Portfolio Manager commences providing discretionary management services to the Client, whichever is earlier. It shall continue in force unless terminated by either party as follows:

• Termination by Client: The Client has the right to terminate this Agreement at any time by giving written (or electronic) notice to the Company. Termination will take effect after the Company’s receipt of such notice, in accordance with the Company’s policy (for example, within 5 business days). Upon termination, the Company shall cease making new transactions in the portfolio and begin procedures to wind down the portfolio management unless the Client instructs otherwise. The Client may choose either (a) to have the assets transferred into their investment account for self-management or management by another manager (if transfer is feasible), or (b) to have all assets sold and the cash transferred to the Client’s bank account. The Company will endeavor to carry out the Client’s election within a commercially reasonable period, taking into account market conditions.
• Termination by Company: The Company may terminate this Agreement (and cease providing discretionary management) at any time by providing prior written notice to the Client (e.g., 30 days’ notice), and it may do so immediately without prior notice in the event of the Client’s material breach of obligations or the occurrence of regulatory circumstances requiring immediate termination. In the event of termination by the Company, the Client can choose one of the above options regarding the disposition of assets, and if the Client does not respond within the notice period, the Company may liquidate the assets and transfer cash to the Client’s registered bank account.
• Automatic Termination: This Agreement shall terminate automatically without the need for notice if the underlying investment account of the Client is terminated or closed pursuant to the Account Opening Agreement, or if the Company loses its regulatory authorization to provide investment management services. In such an event, the Company will contact the Client to coordinate subsequent steps regarding the assets.

Termination of this Agreement does not automatically terminate the Account Opening Agreement unless the Client expressly requests that or if it results in the end of the Client’s overall relationship with the Company. Provisions regarding no-guarantee, confidentiality, indemnification, liability, and other terms which by their nature are intended to survive shall remain effective after termination.

General Provisions

This Agreement is subject to the “General Provisions” set forth in the Account Opening Agreement (such as governing law, dispute resolution, language, severability, entire agreement, and amendments), which are incorporated herein by reference. In the event of any conflict between the provisions of this Agreement and those of the Account Opening Agreement, the more specific provisions of this Agreement shall prevail with respect to the portfolio management service, and otherwise the general provisions of the Account Opening Agreement shall apply to any matter not specifically addressed here. The Client may not assign or transfer their rights or obligations under this Agreement to any third party without the prior written consent of the Company. The Company may assign this Agreement (in whole or in part) to a legal successor or another affiliated entity licensed to provide the same service, provided the Client is given written notice. This document constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior understandings or agreements, oral or written, regarding the discretionary management of the investment portfolio. This Agreement has been executed (or accepted electronically) in both Arabic and English, and in case of discrepancy, the Arabic language shall govern as noted above.