Guide to Legal Remedies in Investment Fund Disputes

About This Guide

Developments concerning various investment funds, including Tera Portföy Para Piyasası (TL) Fonu (TP2), Tera Portföy Hisse Senedi (TL) Fonu (Hisse Senedi Yoğun Fon) (THF), Pusula Portföy Para Piyasası (TL) Fonu, Pusula Portföy İkinci Para Piyasası (TL) Fonu and Pusula Portföy Para Piyasası Katılım (TL) Fonu, have necessitated a legal assessment of the redemption of fund units, payment of redemption proceeds and protection of liquidation entitlements. Tera Portföy’s disclosure of 16 September 2026 concerning THF and Pusula Portföy’s disclosure of 15 September 2026 concerning certain funds reported defaults in unit redemption payments and ongoing reconciliation with brokerage firms and liquidity management processes.1

Bulletins Nos. 2026/60 and 2026/61 of the Capital Markets Board (the “Board” or “CMB”), dated 17 September 2026, introduced trading restrictions for funds established by the portfolio management companies Tera, Pusula, Hedef, Atlas, A1 Capital, Pardus and Bulls and traded on the Turkish Electronic Fund Trading Platform (“TEFAS”), together with liquidation procedures and principles for certain funds. In this process, an investor’s claim for payment of redemption proceeds and an institution’s demand for repayment of an amount previously credited to the investor’s account must be assessed as distinct legal issues¹.

This guide explains the legal remedies available for recovering unit redemption proceeds, assessing repayment and interest claims against investors, monitoring liquidation payments and obtaining compensation for losses resulting from breaches of obligations. The assessment considers the fund rules and prospectus, the framework agreement signed with the investment firm, transaction and account records, and the relevant Board decisions together.

1. Determining the Legal Nature of the Claim

To identify the legal remedies available to an investor and the persons or institutions against which a claim should be directed, the legal nature of the dispute must first be established. Within the same set of circumstances, the investor’s redemption receivable, rights arising from liquidation or repayment demands made against the investor may rest on different legal relationships and grounds of liability. The appropriate legal remedy must therefore be determined by the nature of the disputed act or omission and the relief sought. Redemption of units by the fund, payment of the redemption proceeds to the investor and recovery from the investor of an amount previously paid are distinct legal transactions.

In determining the legal nature of the dispute, it must also be recognised that the fund, its founder and the distributing investment firm do not occupy the same legal position. Each institution’s obligations towards the investor and the basis of its liability may arise from different rules. Relations between the founder and unitholders are governed by Capital Markets Law No. 6362, the relevant legislation and the fund rules. Where these instruments contain no applicable provision, Articles 502–514 of Turkish Code of Obligations No. 6098 apply by analogy. This principle is set out in Article 9(3) of Communiqué No. III-52.1 on Principles Regarding Investment Funds. Accordingly, the legal basis and scope of liability for claims against the founder and claims against the distributing investment firm must be determined separately².

Identifying the nature of the claims available to the investor is as important as distinguishing the parties’ legal positions. The right to receive a liquidation payment must be distinguished from a claim for damages resulting from an unlawful act or omission. A liquidation payment represents the amount distributed to an investor in proportion to their interest in the fund following realisation of the fund’s assets; damages constitute a separate claim to compensate loss caused by an unlawful act or omission. Receipt of a liquidation payment therefore does not, by itself, prevent an investor from also claiming damages. However, where the liquidation payment and damages compensate the same head of loss, the payment must be taken into account in quantifying the loss to prevent double recovery.

2. Particularising Allegations, Securing Evidence and Public Disclosure

Before pursuing an administrative, judicial or alternative dispute resolution remedy, the transactions and events underlying the dispute should be particularised, available information and documents collected as comprehensively as possible, and records that may become difficult to access preserved. This preparation is important both for correctly establishing the legal basis of the application and for preventing evidential difficulties at later stages.

Investors should retain order and transaction records, account statements, payment receipts, agreements, the fund prospectus and investor information document applicable on the transaction date, Public Disclosure Platform (KAP) disclosures, correspondence with the relevant institutions and any notices concerning repayment, interest or set-off demands. For electronic notices and correspondence, screenshots alone should not be relied upon; records showing the date, time, sender and recipient should also be preserved wherever possible.

The documents collected should be used to identify clearly which obligation was breached. The information that was not disclosed or was incomplete or untrue, the instruction that was not executed on time or properly, and the effect of the relevant act or omission on the investor’s legal position should each be specified. Where damages are claimed, the causal link between the loss and the alleged breach must also be particularised, and the loss quantified to the extent permitted by the available documents.

For public disclosure purposes, the investment strategy disclosed to investors must be consistent with the fund’s actual portfolio composition³. This assessment should not be limited to whether portfolio assets fall within the investment instruments listed in the prospectus. Issuer and sector concentration, market depth, obligations arising from borrowing and derivatives, and the availability of liquidity to meet unit redemption requests must also be considered. A high portfolio value does not mean that the assets can be converted into cash quickly and without significant loss of value. Accordingly, the effects of portfolio changes on the fund’s investment strategy, risk-return profile, liquidity and redemption arrangements should be assessed together with the obligations to update fund documents.

For example, if over-the-counter reverse repo transactions are included in the portfolio but not described in the prospectus, this may indicate that the prospectus does not reflect the actual portfolio composition. Merely permitting reverse repo transactions in the prospectus is not sufficient either. Transactions must be conducted on the objective and fair pricing terms prescribed by legislation and must be capable of valuation at fair value using reliable methods. If these conditions are not met, the issue may concern not only the regulatory compliance of the portfolio transaction but also whether the prospectus accurately and adequately reflects the investment strategy and its associated risks.

A low risk indicator in the investor information document does not mean that the fund offers a capital guarantee or is free from liquidity, counterparty and credit risks. In assessing disclosure obligations, the prospectus and investor information document applicable on the transaction date should therefore be compared with the actual portfolio composition and asset liquidity. Promotional or marketing statements made to the investor should also form part of this assessment. Disclosure of certain risks in the fund documents does not preclude a separate assessment of other statements that downplay those risks or suggest they will not materialise.

An institution’s refusal to provide requested records does not mean that those documents cannot be obtained in subsequent proceedings. Under Article 219 of the Turkish Code of Civil Procedure (HMK), parties must produce documents in their possession on which they or the opposing party rely as evidence. Where a document is necessary to prove the dispute and is established to be in the opposing party’s possession, the court may set a peremptory deadline for its production under Article 220 HMK. Failure to produce it without good reason may trigger the evidential consequences specified in that provision. Where documents are held by a non-party, such as Merkezi Kayıt Kuruluşu AŞ, the Central Securities Depository (“MKK”), Takasbank or another person or institution, their production may also be sought through the court under Article 221 HMK.

The fact that relevant records are not in the investor’s possession should therefore not prevent recourse to legal remedies. When preparing an application or action, the document holder and the fact that each document is needed to prove should be identified as clearly as possible. Where evidence may be lost or become substantially more difficult to obtain, an application for the preservation of evidence under Article 400 et seq. HMK may also be considered.

3. Assessing Redemption and Repayment Claims, Interest and Liquidation Entitlements

a. Recovery of unit redemption proceeds

Where unit redemption proceeds are not paid on time, the first step is to establish the stage reached by the transaction and the institution whose payment obligation remains unfulfilled. It is important to obtain explanations from the relevant institutions regarding the status of the investor’s redemption instruction and the legal and factual reasons for non-payment, together with the supporting records.

The recipient of the written request should be determined by the nature of the claim. The duties and responsibilities of the distributor in accepting and transmitting the redemption order, the founder in managing the fund and implementing its documents, and the institution appointed to conduct liquidation in relation to liquidation transactions should be taken as the basis.

The request should clarify whether the instruction was accepted and executed, the unit price applied, the value date and the date on which payment became due. The legal and factual reasons for non-payment and their supporting grounds should also be requested. Fund and account details, the order date and number, the amount claimed and the demand for payment should be stated clearly. Records demonstrating receipt of the request by the institution and the date of its response should be retained.

b. Settlement finality in TEFAS transactions and its effect on redemption claims

Under Article 79(1) of Capital Markets Law No. 6362 (“CML”), settlement instructions and transactions relating to capital market instruments, as well as payment transactions, may not be revoked or cancelled, including where the activities of a member of a central clearing institution are suspended or administrative or judicial liquidation proceedings are commenced against it. This protection, known as settlement finality, is legally distinct from the central counterparty arrangements governed by Article 78 CML⁴.

To determine the status of a redemption instruction transmitted through TEFAS under Article 79(1) CML, the stage reached by the transaction must be established. Under MKK rules, placing the relevant units in the TEFAS transaction blocked sub-account and transferring them following Takasbank’s notification of completion are different stages. Acceptance and matching of the instruction, blocking of units and completion of settlement should therefore not be treated as having identical legal effects⁵.

The TEFAS Operating Principles permit cancellation of matched instructions within specified periods and subject to specified conditions. Matching alone should therefore not lead to the conclusion that the transaction can no longer be cancelled in any circumstances. The Operating Principles also allow partial payment against a sell instruction where the operator member defaults and provide for the units to remain blocked in the investor’s account until the cash obligation is fully discharged. They further provide that Takasbank does not guarantee completion on the settlement date and that no collateral is taken against operator-member default in sale transactions⁶.

Accordingly, a cash credit to an investor’s account does not, by itself, establish that the entire settlement process has been completed. Equally, blocked units do not mean that no payment has been made to the investor. The legal status of the transaction must be established by examining TEFAS instruction records, MKK movements, settlement-completion notifications and cash movements together. Article 79(1) CML protects not only completed settlement transactions but also the settlement instructions specified in that provision. Nevertheless, the stage from which a particular TEFAS instruction falls within that protection must be determined by reference to the applicable system rules and transaction times⁷.

Reversal of an instruction or transaction protected by settlement finality on the grounds of a subsequent liquidity or inter-institution reconciliation problem requires a separate assessment under Article 79(1) CML. However, reversal of settlement must be distinguished from a demand for repayment based on an independent legal ground. An allegation of duplicate or mistaken payment, or a transfer without legal basis, may be examined under its own legal requirements. In that case, the institution seeking repayment must substantiate the legal basis, amount and supporting records of the alleged debt.

If cancellation of a redemption instruction is reported, it should be established which institution or system cancelled it and at what date and time. The reason for cancellation and its legal or contractual basis should also be disclosed. Automatic cancellation under TEFAS rules does not preclude examination of whether the distributor transmitted the customer’s instruction correctly and on time. The customer instruction, internal institutional records, TEFAS records and MKK movements should be compared to identify the stage at which any error or delay occurred. Its effect on the investor’s redemption receivable or ownership of units should also be assessed separately.

c. Demands for repayment of amounts credited to the investor’s account

Where repayment is demanded after redemption proceeds have been credited to the investor’s account, the legal nature of the payment must first be established. Whether redemption was completed in accordance with the fund rules, the status of the units in the account, the source of the cash payment and any cancellation or correction records should be examined together.

Where units have been duly redeemed and the proceeds paid to the investor, a subsequent liquidity or inter-institution reconciliation problem does not, by itself, create a repayment obligation for the investor. Conversely, where it is alleged that the payment was mistaken or duplicated, constituted an advance or loan, lacked a legal basis or subsequently lost that basis, the repayment demand must be assessed against the supporting records and applicable legal rules.

A general statement that “settlement was not completed” is insufficient on its own. The cash or unit obligation that was not discharged and the stage at which this occurred must be specifically identified. Whether the settlement or reconciliation problem between institutions creates a receivable against the investor must also be established separately. For unjust enrichment claims, the conditions in Article 77 et seq. of the Turkish Code of Obligations (TBK) and the scope of restitution must be examined; for an alleged advance or loan, the contractual basis and the conditions of disbursement and repayment must be examined.

The response to a repayment demand should request the legal basis of the debt, the calculation method and supporting documents. Objections to principal and interest claims, and to any account blocking or set-off, should be set out separately. If enforcement proceedings have been commenced, applications to the institution or the CMB do not automatically suspend enforcement deadlines; the objection and application periods specific to the type of enforcement must therefore be observed separately.

d. Interest claims and the importance of the framework agreement

Both for an investor’s interest claim on unpaid redemption proceeds and for repayment and interest claims against an investor, the existence and due date of the principal debt and the date on which the debtor fell into default must first be established. The type and rate of interest and the period for which it is calculated should then be assessed on that basis.

Whether the disputed transaction qualifies as a consumer transaction is also important for the applicable interest rules. That classification should take account of the investor’s status, the purpose of the transaction and the nature of the parties’ legal relationship. If it is a consumer transaction, mandatory consumer-protection provisions and scrutiny of standard contract terms and unfair terms must be observed. Indeed, Article 8(3) of the Turkish Commercial Code (TTK) preserves consumer-protection provisions when applying the interest rules governing commercial transactions.

As regards the contractual basis for interest, the framework agreement and its annexes should be reviewed for provisions on payment value dates, advances or loans, account corrections, default and interest rates. However, an interest clause does not, by itself, establish that it is legally valid and applicable to the particular transaction. Whether it forms part of the contract, was duly notified to the customer and is valid under the rules on standard terms and mandatory provisions must be assessed separately.

The interest calculation should therefore take account of the specific rules applicable to the legal relationship, particularly Articles 88 and 120 TBK, Law No. 3095 and, for commercial transactions, Articles 8 and 9 TTK. Stating an interest rate in a formal demand or account statement is not sufficient to make that rate applicable. The principal amount, commencement date and contractual or statutory basis for the interest claimed must be identified. Conversely, the absence of a validly agreed contractual rate does not extinguish a statutory default-interest claim where its conditions are met.

Member default interest and the compensation payment governed by Articles 24 and 25 of the TEFAS Operating Principles must be assessed separately from the interest relationship between the investor and the investment firm. The rates prescribed by those provisions cannot be applied directly to repayment demands against investors. An interest claim against an investor requires, first, an existing payment obligation of that investor and an applicable statutory or contractual basis for interest on that obligation. This assessment must also consider whether the transaction is a consumer transaction and the scope and validity of the framework agreement’s interest provisions.

Where default interest does not cover the loss caused by late payment of redemption proceeds, compensation for loss exceeding default interest may be available under Article 122 TBK. The existence and amount of losses such as financing costs or late-payment charges paid to third parties, their adequate causal link with the payment delay, and the portion not covered by default interest must be established. Unless the debtor proves absence of fault in falling into default, the debtor is also liable for such excess loss where the statutory conditions are met.

The fate of accrued interest when the principal is paid must be assessed separately. Under Article 131 TBK, discharge of the principal does not extinguish accrued interest where the right to claim it is reserved by agreement or by notice given no later than performance, or where the circumstances show that the right was reserved. It is therefore important to notify the reservation of accrued interest in a provable manner when accepting payment. Accordingly, the absence of an express reservation on the payment document alone should not lead to the conclusion that the interest claim has expired without considering the circumstances specified in Article 131 TBK.

e. Redemption instructions and entitlements during liquidation

Bulletin No. 2026/61 provides that redemption instructions transmitted after 13:30 on 17 September 2026 for funds subject to advance-notice requirements, and after the end-of-day value-date cut-off specified in the prospectus for money market funds, are subject to the liquidation rules. It also provides that amounts arising from redemption instructions transmitted through TEFAS but not yet executed for funds placed into liquidation are to be recorded as liabilities of the fund and paid first from cash realised during liquidation.

Accordingly, investor entitlements should be established separately for each redemption instruction and the number of units it covers, rather than by assigning a single general classification to the investor. The same investor may be a creditor for redemption proceeds relating to units covered by an unexecuted instruction while retaining a right to participate in the liquidation surplus for other units remaining in the portfolio. Determining entitlement therefore requires consideration of the order number and instruction time, the number of units covered, the applicable price and value date, and whether the redemption proceeds have been recorded as a fund liability.

The priority-payment rule in the decision means that the receivable arising from an unexecuted redemption instruction is paid preferentially out of cash realised in liquidation. It should not be interpreted as requiring immediate payment independently of liquidation, or full payment in all circumstances.

Under Bulletin No. 2026/61, Türkiye İş Bankası AŞ was appointed as portfolio custodian and authorised to conduct liquidation for the relevant Tera Portföy funds; Türkiye Cumhuriyeti Ziraat Bankası AŞ was appointed for the relevant funds of A1 Capital, Atlas, Bulls, Hedef, Pardus and Pusula portfolio management companies. These appointments do not, however, mean that the banks assumed all debts and liabilities arising from transactions conducted before liquidation. Their legal liability must be assessed separately by reference to the scope of their assigned duties and powers and whether those duties were properly performed.

The two- and ten-business-day periods in the decision concern reconciliation procedures, not deadlines for paying investors. Similarly, the liquidation completion period should not be interpreted as meaning that all payments will be made in a single instalment at its end. Investors should therefore request from the liquidating bank the payment schedule for the fund, periodic payments made, the receivables or number of units to which each payment relates and the basis for calculating remaining entitlements. Restrictions on distribution channels outside TEFAS should also be considered separately.

Liquidation expenses should be assessed by reference to the date on which the fund’s custody account was transferred to the relevant bank. Under the decision, from that date the existing fund management fee accrues to the fund in favour of the liquidating bank at intervals determined by that bank, while other expenses continue to accrue in accordance with the prospectus. The institution entitled to the management fee, the periods and calculation method used, and whether other expenses comply with the types, rates and limits in the prospectus should therefore be examined. The legal basis and an itemised calculation should be requested for expenses and deductions affecting the investor’s payment.

Fund assets are separate from the assets of the founder and the portfolio custodian. Funds therefore do not form a common liquidation estate even if they were established by the same portfolio management company or are liquidated by the same bank. The assets, liabilities, receivables and distributable liquidation balance of each fund must be determined separately. Nevertheless, investment by different funds in the same issuer, counterparty or similar assets may expose them to common economic risks. The legal separation of fund assets must therefore be distinguished from shared economic risks arising from portfolio composition.

4. Scope and Legal Effects of the Available Remedies

The legal remedies available in investment fund disputes differ in their subject matter, the competence and powers of the relevant authority, admissibility requirements and legal effects of the decision. It must therefore first be determined whether the relief sought is regulatory review, recovery of a due receivable or compensation for loss, and the remedy selected accordingly. Where several remedies are available, their interaction and the application and limitation periods governing each must be assessed together.

Application to the CMB

The CMB’s supervisory powers are not confined to examining documents submitted by investors. Articles 88–90 CML permit it to request information and documents from relevant persons and institutions, inspect transactions and accounts including electronic records and information systems, obtain copies of records and request explanations.

A complaint should therefore identify, wherever possible, records that are inaccessible to the investor but may assist the investigation. Transaction records, reports and findings obtained during the investigation may, subject to applicable procedural and confidentiality rules, be brought before the court for consideration as evidence in subsequent proceedings. It should not, however, be assumed that the entire investigation file will be directly accessible or that the Board’s findings bind the civil court on every issue.

The Board’s supervisory and sanctioning powers and the judicial determination of private-law liability are governed by separate legal principles. As a rule, an action for recovery or damages does not depend on a prior finding of infringement by the Board. Nevertheless, findings and documents obtained during the Board’s investigation may be used to establish liability and loss in accordance with the applicable procedural rules.

Recourse to the administrative courts

If a final and enforceable Board measure, such as a trading restriction or liquidation decision, is alleged to be unlawful, an annulment action may be considered subject to the requirements concerning infringement of an interest and the time limit for bringing proceedings. Under Article 134 CML, administrative actions against Board decisions are heard by the administrative courts. Compensation for damage alleged to result from an administrative act may be pursued through a full-remedy action under Article 12 of the Administrative Judicial Procedure Law (İYUK).

Where loss is alleged to result from an act or omission in the Board’s supervisory or oversight activities, the conditions of administrative liability and the adequate causal link with the conduct alleged to have caused the loss must be established separately. For compensation claims arising from administrative conduct under Article 13 İYUK, the mandatory prior application to the administration and the relevant application periods must be observed.

Bringing an annulment action does not automatically suspend implementation of the challenged act. A stay of execution requires both manifest unlawfulness and harm that would be difficult or impossible to remedy if the act were implemented. Furthermore, a complaint requesting CMB supervision or investigation does not have the same procedural effects as an application seeking withdrawal, revocation or amendment of a Board act, or adoption of a new act. An application made under Article 11 İYUK within the period for bringing proceedings suspends that period.

Application to TSPB

Portfolio management companies are members of the Turkish Capital Markets Association (TSPB) under Article 4(1)(b) of the TSPB Client Dispute Arbitration Committee Directive. Recourse to the Committee is therefore not limited to customers of banks and brokerage firms; it also applies to disputes falling within the Directive between portfolio management companies and their customers.

Whether the Committee may examine a dispute concerning fund units must be determined by the legal relationship between the investor and the Association member concerned and the nature of the claim. The assessment should address whether the dispute arises from a capital markets activity other than exchange transactions, whether it concerns a specific loss or compensation claim, and whether any ground precluding examination under the Directive exists.

Under Article 11(3) of the Directive, applications to the Committee are free of charge. However, expenses specified in the Directive may be recovered from the applicant in the event of abuse of the right to apply.

The binding effect of Committee decisions on member institutions is governed by Article 14(5) of the Directive. In disputes not exceeding the annual monetary threshold determined under the Regulation on Consumer Arbitration Committees, a final decision in the applicant’s favour must be implemented by the member institution. The decision’s binding effect on the member does not, however, remove the parties’ right to seek judicial remedies. Since referral to a court or consumer arbitration committee may affect the admissibility of the Committee application, the sequence of remedies and whether they may be pursued concurrently should be assessed separately under the Directive.

5. Litigation, the Competent Court and Proof

Before bringing a private-law action, the person or institution against which the claim is directed, its legal basis and the breach of obligation relied upon must be identified. Since a fund lacks legal personality, the proper party to the proceedings and the person or institution authorised to act for and represent the fund must also be assessed separately.

The court with subject-matter jurisdiction should not be determined through a single general assumption applicable to all investor disputes. Whether the claim rests on a breach of public disclosure obligations, an investment services agreement, order transmission or another legal relationship, together with the parties’ status and the purpose of the transaction, may directly affect jurisdiction. Applicability of the provisions governing commercial disputes and consumer transactions must therefore be determined by considering the legal nature of the particular dispute together with relevant case law.

Indeed, judicial decisions reflect differing assessments of the court with subject-matter jurisdiction in disputes arising from investment services:

These decisions demonstrate differing approaches to classifying investment services disputes as commercial or consumer disputes. When relying on them in disputes concerning redemption of fund units or liquidation, the legal relationship addressed in the decision should therefore be compared with the subject matter and legal basis of the particular dispute. The competent court must be determined under the jurisdictional rules applicable following that classification.

The applicability of mandatory pre-action mediation also depends on the legal nature of the claim. Article 5/A TTK must be considered for commercial disputes, and Article 73/A of the Consumer Protection Law (TKHK), including its exceptions, for consumer disputes. Identifying the applicable regime before proceedings is therefore important to avoid dismissal on procedural grounds for failure to satisfy a condition for bringing the action.

Liability for damages arising from false, incomplete or misleading public disclosures requires not only unlawfulness but also proof of the investor’s loss and the causal link between the disclosure and that loss. The disclosure’s effect on the investment decision and the resulting diminution in assets must be established; losses arising from market movements or other independent causes must be distinguished from those attributed to the disclosure.

Where the transaction and timing conditions in Article 32(4) CML are met, the causal link between the defect in the public disclosure document and the loss may be deemed established. Application of this presumption does not, however, dispense with a separate examination of the existence and extent of loss and the other conditions of liability. Where the presumption does not apply, causation must be established under the general rules of evidence. Nor should the fact that units have not yet been disposed of, by itself, result in dismissal of a damages claim; whether the alleged loss has crystallised and is legally recoverable must be assessed separately in light of the particular circumstances.

6. Time Limits and Interim Legal Protection

Time limits must be assessed separately for each claim and potentially liable party. The claim’s legal nature and basis, the applicable special or general limitation provisions and acts affecting the running of time must be considered together. For damages claims arising from public disclosure documents, the special six-month limitation period in Article 32(6) CML and its commencement must be determined for the particular claim. For redemption receivables or claims arising from breach of an independent obligation, the applicable limitation period must be identified by reference to the relevant legal relationship.

A complaint to the CMB or a demand sent to the institution does not, by itself, interrupt limitation for private-law claims. Whether another ground for interruption, such as acknowledgment of the debt, exists must nevertheless be assessed in the particular case. In mandatory pre-action mediation, Article 18/A(15) of Law No. 6325 provides that limitation is suspended and forfeiture periods do not run from the application to the mediation office until the final report is drawn up. In voluntary mediation, the period excluded from the calculation is determined by the commencement and termination conditions in Article 16 of that Law.

Unless a special period applies, the general time limit for administrative proceedings against Board acts is 60 (sixty) days. An application under Article 11 İYUK made within that period suspends it. The remaining period resumes upon rejection or failure to respond within 30 (thirty) days. For compensation claims arising from administrative conduct, Article 13 İYUK requires an application to the relevant administration within 1 (one) year of learning of the conduct and, in any event, within 5 (five) years of its occurrence. Applicability of Article 12 İYUK to damage arising from administrative acts and Article 13 to damage arising from administrative conduct must be determined by the legal nature of the conduct alleged to have caused the damage.

The applicable limitation period must be determined by the underlying facts and legal relationship, not by the label given to the claim. Where breaches of several legal obligations are alleged within the same events, the applicable period must be examined separately for each claim and potentially liable party.

Interim legal protection may also be considered according to the nature of the dispute. Evidence may be preserved where it risks being lost or becoming substantially more difficult to obtain. An interim injunction may be sought under Article 389 HMK to protect the disputed right. Provisional attachment under Article 257 of the Enforcement and Bankruptcy Law (İİK) may be sought to secure monetary claims where the conditions are met. Each request must be assessed separately against its statutory requirements, the prima facie evidential standard and any requirement to provide security.

7. Assessing Criminal Liability and the Conditions for Compensation by the Investor Compensation Center

Allegations that certain investors’ redemption requests were met before others or that their orders were treated differently do not, by themselves, provide a sufficient basis for assessment under criminal law. Transactions must first be examined using comparable records; instruction times, value dates, matching and cancellation status, available cash and applicable order-priority rules must be established. Where differences between similarly situated investors lack a legal or operational basis, the reasons, the persons whose instructions or decisions caused them and whether an investor obtained an unjustified benefit should be investigated.

An allegation that transactions were carried out using non-public information capable of affecting the price or value of capital market instruments or investors’ decisions must be assessed separately in relation to insider dealing under Article 106 CML. The nature of the information and the circumstances of its acquisition and use must be examined. Whether a benefit was obtained by placing, amending or cancelling a buy or sell order must also be established. Earlier execution or a large redemption amount does not, by itself, establish insider dealing.

Obtaining a benefit by providing false, inaccurate or misleading information, spreading rumours, issuing news or commentary, or preparing or disseminating reports with the aim of influencing the prices or values of capital market instruments or investors’ decisions may fall within information-based market manipulation under Article 107(2) CML. All statutory elements must be satisfied for that offence to arise. Accordingly, not every omission or inaccuracy in a public disclosure is sufficient, by itself, to establish criminal liability.

A criminal complaint should particularise the content and publication time of the disclosure and the data demonstrating its inaccuracy. The link between relevant transactions and any identifiable benefit should also be explained. For offences defined in the CML, Article 115 requires a written application by the Board to the Chief Public Prosecutor’s Office as a prerequisite for investigation. An investor’s direct report or complaint therefore does not mean that this prerequisite has been satisfied. Criminal investigations and private-law claims for recovery or damages must be assessed separately in terms of their purposes and legal requirements.

Separately from criminal liability, it may be examined whether the investor’s loss falls within the Investor Compensation Center (“YTM”) scheme. The legal distinction between a portfolio management company, a fund and an investment firm is decisive in this assessment.

Article 35 CML regulates investment firms, collective investment undertakings and portfolio management companies as separate categories. The investor compensation scheme in Articles 82–84 concerns an investment firm’s inability to discharge its obligation to pay cash or deliver capital market instruments to an investor. Accordingly, a portfolio management company’s liability for fund management, or a fund’s inability following liquidation to satisfy the investor’s receivable, does not, by itself, fall within YTM protection.

The position differs where the investment firm through which fund units are traded or held fails to discharge its own obligation to pay cash or deliver capital market instruments to the investor. If the Board issues a compensation decision concerning that investment firm and the other statutory conditions are met, whether the claim falls within YTM coverage may be examined separately. The fact that it concerns fund units does not, by itself, preclude that examination.

The existence of other YTM duties and powers connected with investment funds does not mean that fund investments are generally guaranteed by YTM. Coverage must in every case be determined by the source of the loss, the person or institution owing the obligation and the compensation conditions prescribed by the CML.

8. Determining a Strategy for Pursuing Legal Remedies

Identifying legal remedies involves more than listing the available authorities. Directing the claim against the correct person or institution, safeguarding time limits, obtaining the necessary evidence and assessing the interaction between remedies must be considered together.

When developing a strategy, priority should be given to matters that may cause loss of rights through expiry of time limits or loss of evidence. Necessary mediation and judicial applications must be made in time while information and document requests remain pending. If an application to TSPB is contemplated, the effect of referring the dispute to a court or consumer arbitration committee on the Committee’s examination must also be considered separately.

Settlement, release or payment offers should not be evaluated solely by the amount offered. It must be clear which receivable or head of loss the payment satisfies, whether it is partial and whether accrued interest and remaining claims are preserved. Where several parties may be liable, the agreement’s effect on claims against others must also be examined separately. Release clauses and undertakings to waive an action must show unambiguously which rights the investor relinquishes and to what extent.

Legal Notice

This information note has been prepared solely for general legal information and does not constitute a legal opinion, legal advice, investment advisory services, investment advice or guidance concerning any person, institution, company, fund or specific dispute. Its explanations and assessments should not be interpreted as establishing that a particular transaction is lawful or unlawful, that any person or institution is liable, or that a particular investor has a right to compensation or any other claim.

Legal assessments of capital market transactions and investment funds require joint examination of the particular circumstances, the relevant fund and company documents, public disclosures, investor transaction and order records, agreements, portfolio and valuation data, applicable legislation and decisions of competent authorities.

The explanations in this information note do not constitute a recommendation or advice to buy, sell or hold any capital market instrument and should not be relied upon in making investment decisions. As legislation and administrative practice may change over time, separate legal advice and, where necessary, financial advice based on current rules is recommended for a specific transaction or dispute.

Footnotes

1. Tera Portföy, Disclosure on THF Unit Redemption Payments, 16 September 2026; Pusula Portföy, Disclosure on Unit Redemption Payments, 15 September 2026; Capital Markets Board, Bulletins Nos. 2026/60 and 2026/61 dated 17 September 2026. ↩
2. Capital Markets Board; Communiqué on Principles Regarding Investment Funds (III-52.1), Article 9(3). ↩
3. For further information, please see our information note entitled Public Disclosure Obligations of Investment Funds and Portfolio Management Companies. ↩
4. Capital Markets Law No. 6362, Articles 78 and 79(1); Central Clearing and Settlement Regulation of İstanbul Takas ve Saklama Bankası Anonim Şirketi, Article 27. ↩
5. Central Securities Depository (MKK); Directive on the Operating and IT Application Principles and Rules of the Central Dematerialised System, 8 January 2026, version 10.14, section I.6, pp. 87–88. ↩
6. İstanbul Takas ve Saklama Bankası AŞ; Turkish Electronic Fund Trading Platform (TEFAS) Operating Principles, 20 July 2026, Articles 19, 22(12), 23(4)(b), 23(9), 24 and 25. ↩
7. 6. Capital Markets Law No. 6362, Articles 78 and 79(1); Central Clearing and Settlement Regulation of İstanbul Takas ve Saklama Bankası Anonim Şirketi, Article 27; Central Securities Depository (MKK); Directive on the Operating and IT Application Principles and Rules of the Central Dematerialised System, 8 January 2026, version 10.14, section I.6, pp. 87–88; İstanbul Takas ve Saklama Bankası AŞ; Turkish Electronic Fund Trading Platform (TEFAS) Operating Principles, 20 July 2026, Articles 19, 22(12), 23(4)(b), 23(9), 24 and 25. ↩