The Capital Market Authority (CMA) oversees investment funds through its regulatory framework, including the Investment Funds Regulations, which were originally issued in 2006 and have undergone significant amendments, most recently in 2025.
On 2 March 2026, the CMA issued the Instructions of Simplified Investment Funds (Instructions) pursuant to Board Resolution No. 1-26-2026, based on the Capital Market Law. The Instructions, which became effective upon publication, establish a dedicated regulatory framework for the registration, management, offering, operation, and supervision of simplified investment funds (Simplified Funds) in the Kingdom. A significant feature of the Instructions is the enhanced contractual freedom afforded to fund managers and investors. The Instructions clarify their relationship with the Capital Market Law and existing implementing regulations, confirming that Simplified Funds are generally subject to the Instructions rather than the Investment Funds Regulations (IFR), except where expressly referenced.
Scope of Application:
The Instructions apply to any person intending to offer units in a Simplified Fund and to all key participants, including fund managers, fund operators, custodians, distributors, and advisers. They govern:
- eligibility and ongoing duties of fund managers;
- custody and segregation of fund assets;
- private offering requirements and investor eligibility;
- the contractual form and core content of fund terms and conditions; and
- unitholder rights, meetings, and reporting.
Key Provisions:
Eligibility and Licensing Requirements
The fund manager must be a capital market institution licensed to carry out the activity of managing investments and operating funds, or the activity of managing investments. However, where the fund manager holds only a managing investments licence (without the operating funds licence), the fund may not be established as a real estate fund or invest in real estate assets.
Streamlined Offering Process
Fund managers may not offer units unless they have issued written notice to the CMA prior to the proposed offering date, along with submission of prescribed documents and payment of fees.
Notably, the Instructions do not specify a formal CMA review period, in contrast to the 15-day timeline applicable under the IFR for private funds, allowing for more agile fund launches.
Flexible Fund Structuring
The regulatory framework introduces greater flexibility in determining the key provisions governing the contractual relationship between the fund manager and unitholders. Managers and investors will have the flexibility to opt out of certain provisions of the IFR. Several provisions that would otherwise be prescribed under the IFR may instead be governed by the fund’s terms and conditions (for example, the rules for the fund’s termination and liquidation, the characteristics of the issued unit classes, the mechanism and content of reporting to unitholders, the policies and authorities for amending the fund’s terms and conditions, as well as the policy for unitholders’ meetings).
Custodian Requirements
Fund managers must appoint an independent custodian licensed by the CMA to take custody of fund assets. The custodian must not be the relevant fund manager, sub-fund manager, or their affiliates. However, where the Simplified Fund takes the form of a special purposes entity (SPE), the requirement to appoint a custodian is waived.
Investor Eligibility
The offering of fund units shall be a private placement limited to investors in the category of institutional clients. Ownership of fund units may only be transferred in the secondary market to such clients. In other cases, the CMA may, upon request of a capital market institution, approve a private offering subject to compliance with requirements imposed by the CMA.
Implications for Market Participants
Asset Managers
The Instructions provide a welcome opportunity for licensed fund managers seeking to establish institutional investment vehicles with greater structural flexibility and the ability to negotiate bespoke terms, which should enhance the Kingdom’s competitiveness as a destination for institutional capital. Fund managers holding only a managing investments licence should note the prohibition on real estate investments under this framework.
Institutional Investors
Institutional investors will benefit from a more flexible investment product that allows for customised terms negotiated directly with fund managers. The streamlined documentation and notification process should facilitate faster fund formation and deployment of capital.
Financial Institutions
Custodians and other financial institutions servicing the asset management sector should prepare for increased activity in this product category. Custodians should note the exemption applicable to SPE-structured funds and assess the implications for their service offerings.
Broader Market Context
The Instructions form part of the CMA’s broader strategic objectives to deepen the Kingdom’s asset management sector in line with Vision 2030. The framework would likely provide a lower-cost and more flexible fund option for the targeted investor categories and managers.
Key Contacts
Rafiq Jaffer, Partner, r.jaffer@tamimi.com
Ambreen Bidiwala, Legal Director, A.bidiwala@tamimi.com