On 18 October 2026, Saudi Arabia's Capital Market Authority (CMA) opened a public consultation on draft amendments to the Investment Funds Regulations (IFR), the Real Estate Investment Funds Regulations (REIFR) and the Glossary of Defined Terms used across its rulebook.
The 82-page draft is, as the CMA describes it, a development of disclosure requirements. It does not change what a fund may invest in, how it is governed or how its manager is licensed. What it changes is what unitholders are told, where they are told it, and how far the fund manager must stand behind it.
Fund reports in the Kingdom today are largely factual, they record what the fund holds, what it earned, what it paid out and what it cost. The draft asks for something closer to explanation: why performance moved, what the manager expects next, where distributions came from, which counterparties sit behind the largest holdings, and which conflicts of interest arose during the year and what was done about them. For investors in listed funds, including ETFs and REITs, that is a meaningful step.
Why this matters
1. One rulebook for disclosure
The most visible structural change is consolidation. Disclosure and announcement duties are currently spread across the operative articles of both regulations, so that what must be announced, when and where has to be pieced together from several places.
The draft lifts those duties into a new Part 8 of the IFR, with separate chapters for public and private funds, and a new Part 5 of the REIFR. The substance is unchanged, but the obligations become easier to find, to monitor and to supervise. The cost is a renumbering of the articles that follow, which fund documents and compliance manuals will have to absorb.
2. One channel: the Exchange's website
For public funds, REITs and other traded funds, the draft makes publication on the Exchange's website the mandatory minimum. The current rules require publication on the fund manager's website and the Exchange's website, or on any other website permitted by the CMA. Under the draft, the fund manager's website becomes optional.
For investors, this means one place to look for every fund announcement, on the same platform that carries listed-company disclosures.
For ETF investors specifically, the core ETF disclosures, namely the indicative net asset value during the trading day, the closing net asset value and the component securities with their weightings, are carried into the new Part without change.
3. From reporting to explanation
The annual report changes are the heart of the proposal. Fund managers would be required to provide a detailed analytical statement on performance: an analysis against the benchmark, a view on whether performance is consistent with the fund's stated strategy, an explanation of the factors behind any increase or decrease, and expectations regarding the fund's future performance.
Public funds would also include a risk assessment report. This is the fund-management equivalent of a management discussion and analysis, and it commits the fund manager to a narrative that unitholders and the regulator can later test against outcomes.
4. Distributions, holdings and the assets behind them
Three further additions go to the information investors most often ask for. First, any statement of dividends or distributions must set out their sources and nature, distinguishing income earned on the fund's investments from capital gains realised on the sale of assets.
For income-oriented products such as REITs, that distinction matters. Second, the quarterly statement's top 10 investments change from a graph to a list specifying the type of asset, the name of the counterparty and the percentage of net assets.
Third, real estate funds and REITs would report the revenue of each property and its share of net assets, the sectoral split of the portfolio across offices, retail, warehousing, education, hospitality and other uses, and the remaining term of each lease together with the weighted average.
Private real estate, private equity and venture capital funds would add asset-level and investee-level detail, including valuations and exits. This is the data that allows an investor to compare one fund with another on substance rather than on headline yield.
5. Conflicts and controls become attestations
The conflict-of-interest provisions are consolidated into a single item in every set of Terms and Conditions and a dedicated section in every annual report. The annual report section must list conflicts approved or ratified by the fund board and summarise every instance that arose, with the parties involved, the potential impact and the action taken.
Both the Terms and Conditions and the annual report end with an acknowledgment from the fund manager that it has disclosed all instances and complied with its policies. A parallel acknowledgment is required on internal controls. These are not descriptive disclosures; they are statements the fund manager must be able to support.
6. A lower trigger for specific events
For closed-ended traded funds and REITs, the threshold for an immediate announcement of a purchase, sale, mortgage or lease of an asset falls from 10% to 5% of net assets, so more transactions will reach the market as they happen.
At the same time, the triggers for 10% movements in net assets and in gross profit are removed and left to the periodic statements rather than to ad hoc announcements.
How does this compare internationally?
The direction is consistent with the major fund jurisdictions, although the Saudi draft is more prescriptive in places.
In the United States, the SEC's modernised shareholder report framework, with compliance required from July 2024, requires concise annual and semi-annual reports built around three things: expenses, performance and holdings.
The annual report includes a narrative discussion of the factors that materially affected performance and a comparison with an appropriate broad-based market index. In the European Union, the Alternative Investment Fund Managers Directive (AIFMD) requires an annual report containing the balance sheet, the income and expenditure account, a report on the year's activities and any material changes in the information provided to investors; both the UCITS and AIFMD frameworks also require managers to identify, manage and, where necessary, disclose conflicts of interest.
The Saudi draft goes further in two respects. The requirement to state expectations regarding future performance has no direct equivalent in the US or EU annual report rules, which concentrate on explaining the period that has passed.
And the explicit fund manager acknowledgments on conflicts of interest and internal controls move the Saudi framework closer to a certification model than most fund disclosure regimes adopt. Both points deserve attention during the consultation: forward-looking statements need a framing that informs investors without becoming promises, and an acknowledgment needs a defined review behind it.
What fund managers should be thinking about
If the draft is adopted substantially as published, the changes fall on the reporting cycle rather than on the licence. Fund managers should therefore look at the data and the processes behind the new disclosures, not only at the templates.
• A conflicts register that captures every instance during the year, with the parties, the potential impact and the action taken, supported by board minutes that record approvals and ratifications.
• A defined basis for the internal control acknowledgment, whether through compliance monitoring, internal audit or both.
• Fund accounting that tracks the source of each distribution, separating investment income from realised capital gains.
• Data feeds from property managers for revenue, occupancy and lease expiry by property, and from investee companies for valuations and exits.
• A disclosure calendar and announcement procedure built around the Exchange's website, with the 5% asset-transaction trigger reflected in event monitoring for traded funds and REITs.
A sensible direction for the market
Taken together, the draft is a sensible development. It makes fund disclosure easier to find and to compare, it asks fund managers to explain rather than simply to record, and it gives unitholders the information that distinguishes one fund from another: where the income comes from, who the counterparties are, what the properties earn, and how the manager handled its conflicts.
It is equally important to keep the current status clear. The amendments remain under public consultation and may change before final approval.
The CMA has invited comments until 17 November 2026 (07/06/1448H) through the public consultation platform, and the final text will also settle the article numbering, which is not yet fully consistent in the draft.
For a market that continues to attract a broader base of fund investors, including through listed ETFs and REITs, the direction is constructive: disclosure that is consolidated, channelled through the Exchange, and explained by the people responsible for the fund.
Official notice and references
• U.S. Securities and Exchange Commission SEC Adopts Amendments to Modernize Fund Shareholder Reports
• Directive 2011/61/EU (AIFMD) Article 22: Annual report
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