The Capital Markets Board (“CMB” or “Board”), through its Bulletins No. 2026/51, 2026/53 and 2026/54 published in August 2026, introduced significant amendments concerning investment funds and portfolio management companies. Within the scope of the amendments made to the Guide on Investment Funds (“Guide”) by the Board Decision dated 28.08.2026 and numbered 52/1589, existing fund portfolios are required to comply with the new limits within the prescribed transition periods.
REGULATIONS CONCERNING INVESTMENT FUNDS AND PORTFOLIO MANAGEMENT COMPANIES
The amendments introduced by the Board restrict the investments of free funds while imposing new obligations on portfolio management companies (“PMCs”) regarding the number of funds, portfolio manager capacity and capital adequacy.
With respect to the number of free funds and portfolio manager capacity, it has been stipulated that the number of free funds, including special funds, affiliated with a free umbrella fund founded by a PMC may not exceed the number of portfolio managers employed. The rule will apply to pending and new applications as of 29.08.2026; the deadline for compliance by existing funds will be 30.06.2029.
At least two portfolio managers, one of whom shall be responsible for the relevant fund, shall be assigned to each fund. Except for REIFs and VCIFs, a portfolio manager may be assigned to the management of a maximum of seven funds. During the transition period, the limit will be ten funds as of 01.01.2029 and seven funds as of 01.01.2031.
Where more than 50% of the managed collective portfolio size consists of free funds, the PMC shall apply to the Board to increase its capital by 10% in cash. The first assessment will be made as of year-end 2026.
Furthermore, for 2027, the initial and minimum paid-in capital amounts have been determined as TRY 500 million for PMCs with broad authorization and TRY 250 million for PMCs with limited activities.
PORTFOLIO LIMITATIONS AND RELATED-PARTY TRANSACTIONS OF FREE FUNDS
In free funds, the aggregate value of capital market instruments each constituting more than 5% of the fund portfolio value may not exceed 20% of the fund portfolio value. Total investments in capital market instruments issued by persons under the management control of the manager and by issuers under the management control of the senior management or shareholders of the manager are also limited to 20% of the fund portfolio value.
Investments in shares of publicly traded corporations are progressively limited, depending on the corporation’s free float ratio, to between 2% and 8% on a fund basis and between 4% and 16% in aggregate for funds managed by the same manager. For investments in issuers under the management control of fund investors, a limit of 1% will apply on a fund basis and 2% in aggregate for funds managed by the same manager.
A limit of 10% of the issue amount will apply to an issuer’s debt instruments, while a limit of 10% or 25%, depending on their type, will apply to lease certificates.
Except for fund-of-funds free funds, total investment in participation units of other funds is limited to 15%, investment in participation units of a single fund is limited to 10%, and total investment in capital market instruments of the same group is limited to 20%.
Exceptions have been provided for instruments issued by public issuers, BIST 30 shares, and certain index, exchange traded, foreign exchange, foreign, and money market/short-term funds.
NUMBER OF INVESTORS, INVESTMENT DECISIONS AND REPORTING
For free funds that do not include the term “special” in their title and are not traded on TEFAS, the number of investors will be monitored monthly. If the number of investors remains at 50 or below for at least 15 days within a month, a notification shall be made to the Board within five business days. Within ten business days following the notification, an application shall be made for the fund to be converted into a special fund, merged with another fund, traded on TEFAS, or liquidated. For existing funds, the monitoring requirement will commence as of 31.12.2026.
Purchase and sale decisions relating to instruments whose average value over the last 30 days reaches 5% of the fund’s average portfolio value will be subject to the approval of the general manager, and the relevant documents will be retained for five years.
REPO, MONEY MARKET, SECURITIES LENDING AND MURABAHA TRANSACTIONS
Over-the-counter repo and reverse repo transactions have been made subject to framework agreement, notification and record-retention obligations.
In reverse repo transactions, the collateral value shall, as a rule, be at least 105% of the redemption amount; a 20% limit will apply to repo transactions of free funds and over-the-counter reverse repo and/or undertaking transactions.
Funds may not enter into over-the-counter repo, reverse repo or undertaking transactions with natural person related parties of the Founder within the scope of TAS/TFRS or with funds in which such persons are investors. Transactions with legal entity related parties may not exceed 10% of the portfolio value.
Transactions of free funds on the Takasbank Money Market, including transactions for borrowing purposes, are limited to 20% of the fund portfolio value.
Borrowing transactions may only be conducted by free funds; collateral, valuation and notification obligations will apply depending on the type of transaction.
On the other hand, murabaha transactions may be included in fund portfolios subject to deposit/participation account limits, while reverse murabaha transactions may be included subject to the 10% borrowing limit.
MONEY MARKET AND SHORT-TERM FUNDS
In money market funds, the aggregate amount of deposits and participation accounts may not exceed 50% of the fund portfolio value, while the amount held with a single bank may not exceed 6%. In money market participation funds, the aggregate 50% limit is maintained, while a 20% limit will apply in respect of a single bank.
Money market and short-term funds may conduct reverse repo transactions on the Equity Repo Market up to 25% of the total fund value.
At least 10% of the portfolios of money market funds that are not participation funds shall be invested in government domestic debt securities and/or lease certificates issued by Hazine ve Maliye Bakanlığı Varlık Kiralama A.Ş (Ministry of Treasury and Finance Asset Leasing Company).
FUND TITLE, TEFAS, SALES AND PUBLIC DISCLOSURE
As a rule, only one additional expression may be used in fund titles other than mandatory expressions, and subjective expressions that do not adequately reflect the investment strategy will be restricted.
Where there is an objective justification and Board approval, an upper limit may be imposed on the sale of participation units; fund performance alone will not constitute sufficient justification, and repurchases may not be suspended.
If the sale of participation units does not commence within 60 days following receipt of the prospectus approved by the Board, the prospectus approval will become invalid and the fund will be liquidated ex officio.
For free funds, amendments to the principles governing unit value calculation and redemption due to liquidity needs may be announced without application of the general waiting period.
For TEFAS funds, the Central Securities Depository of Türkiye (MKK) will disclose when investor unit ratios reach, or fall below, specified thresholds ranging from 30% to 90%.
TRANSACTIONS OF INVESTMENT FUNDS RELATING TO SHARES OF PUBLICLY HELD CORPORATIONS
Special funds, free funds, REIFs and VCIFs may not act as purchasers in special order or Borsa İstanbul Wholesale Market (“WM”) transactions; special funds and free funds may also not act as sellers.
For the conversion of non-traded shares of publicly held corporations held in REIF and VCIF portfolios into traded shares, a share sale information form approved by the Board will be required.
For other investment funds, all funds belonging to a single founder and managed by the same manager may, through a special order or WM, acquire in a single transaction no more than 1% of the capital or voting rights of a corporation, and no more than 3% in aggregate over a 12-month period.
PRIORITY IN INITIAL PUBLIC OFFERING APPLICATIONS
By its Principle Decision No. i-SPK 128.30 published in Bulletin No. 2026/53 dated 27.08.2026, the Board has enabled non-public corporations, under certain conditions, to be assessed on a priority basis without being subject to the announced order of initial public offering applications.
Accordingly, upon the request of the corporation, priority may be granted if at least one of the following criteria is satisfied:
- The corporation being the first corporation to become publicly traded and have its shares traded on the stock exchange in the city where, provided that there has been no change within the last 5 years, its registered office and the factory/production facility or service offices from which it derives more than 50% of its revenue are located,
- The Republic of Türkiye Ministry of Treasury and Finance, Türkiye Wealth Fund Management Inc. and public institutions directly or indirectly having management control over the corporation,
- Provided that the market value of the shares to be offered to the public exceeds TRY 15,000,000,000 and that a minimum allocation of 50% is contemplated for the foreign investor group, submission to the Board of a draft set of documents prepared in a foreign language for the purpose of conducting the public offering in accordance with the Capital Markets Law and the relevant sub-regulations, as well as generally accepted international regulations.
Satisfaction of the criteria does not automatically create a right of priority. The corporation must expressly request priority and the Board must exercise its discretion accordingly. Therefore, it would be appropriate for the priority request to be submitted together with the public offering file and supporting documents.
OVER-THE-COUNTER SHARE SALES
By its Principle Decision No. i-SPK 128.31 published in Bulletin No. 2026/54 dated 28.08.2026, new thresholds have been determined for sales to be carried out by persons falling within the scope of Article 27/1 of the Communiqué on Shares through over-the-counter methods, including special orders, WM or book-entry transfer/transfer.
Within any 12-month period, shares exceeding 2% of the capital or voting rights in corporations with a free float ratio above 50%, and 4% in corporations with a free float ratio of 50% or below, may not be sold through special orders, WM or book-entry transfer/transfer without Board approval.
Where the thresholds are exceeded, a share sale information form approved by the Board will be required prior to the transfer; sales made before 29.08.2026 will not be included in the 12-month calculation.
ENGLISH MATERIAL EVENT DISCLOSURE OBLIGATION
Pursuant to the Board Decision dated 13.08.2026 and numbered 49/1489, as of 01.10.2026 all publicly traded corporations whose shares are traded on the stock exchange shall publish their material event disclosures in English simultaneously with the Turkish version. The English disclosure shall include a disclaimer stating that the Turkish disclosure shall prevail.
SUSTAINABLE CAPITAL MARKET INSTRUMENTS
By Principle Decision No. i-SPK 128.18 (Decision No. 10/296 dated 24/02/2022), the Board adopted the “Guidelines on Green, Sustainable and Social Capital Market Instruments” and the “Guidelines on Sustainability-Linked Capital Market Instruments”. A 50% discount will be applied to the Board fees payable for the issuance of capital market instruments within the scope of such guidelines. In the case of lease certificates, this discount will apply in addition to the existing discount applied pursuant to the Board Decision dated 24.06.2016 and numbered 20/710.
CONCLUSION
The August 2026 regulations introduce significant restrictions, particularly in respect of free funds, concerning investment concentration, related-party transactions, repo and money market transactions, the number of investors and the documentation of investment decisions. PMCs will also be required to plan the number of funds, portfolio manager capacity and capital adequacy together.
On the other hand, enabling the principles applicable to free funds to be amended more rapidly in cases of liquidity need, expressly regulating murabaha transactions and reducing Board fees for sustainable capital market instruments are amendments that facilitate implementation.
With respect to public offerings, the new priority regime enables corporations satisfying one of the specified criteria to be assessed independently of the application order. However, benefiting from such priority is subject to the corporation’s request and the Board’s discretion.
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