Definition & Core Mechanics
An Actively Managed Certificate (AMC) is a securitised debt instrument issued by a Special Purpose Vehicle (SPV) and assigned its own International Securities Identification Number (ISIN). Unlike passive structured products that track a fixed index, AMCs grant the designated portfolio manager full discretion to adjust the underlying assets at any time during the product's life.
This structure effectively creates a "fund in a wrapper", providing all the operational benefits of a traditional investment fund (diversification, professional management, reporting) while eliminating much of the regulatory overhead, cost, and time-to-market constraints associated with launching a regulated fund vehicle.
AMCs are also referred to as Exchange-Traded Products (ETPs) in certain markets, particularly when listed on a regulated exchange. The core mechanics remain the same: a bankruptcy-remote SPV issues securities that represent a claim on a dynamically managed pool of assets. Investors purchase these certificates through their existing bank or brokerage accounts, just like any other ISIN-bearing security.
The SPV compartment structure provides ring-fencing, meaning that the assets and liabilities of each AMC are legally separated from other compartments within the same SPV and from the issuer's own balance sheet. This bankruptcy-remote design is a cornerstone of investor protection in the AMC framework.
Key Characteristics of an AMC
How AMCs Work: The Issuance Process
The AMC issuance process involves several coordinated steps between the structuring coordinator, legal counsel, the SPV administrator, paying agents, and custodians. While the specifics vary by jurisdiction, the general workflow follows a consistent pattern designed to ensure legal robustness, operational efficiency, and investor protection.
Strategy Definition & Structuring
The asset manager defines the investment strategy, target underlying assets, fee structure, and distribution parameters. The structuring coordinator (such as Noray Capital) designs the legal and operational framework, selecting the appropriate jurisdiction, SPV type, and compartment structure.
Legal Documentation
A term sheet is prepared outlining all commercial and legal terms. This is followed by the issuance documentation, including the prospectus or offering memorandum, subscription agreements, and service provider mandates. The documentation defines investor eligibility, redemption terms, fee waterfall, and governance.
SPV Compartment Setup & ISIN Allocation
A dedicated compartment is created within the SPV. The securities are assigned an ISIN and registered with the relevant central securities depository (CSD), typically Euroclear or Clearstream. This enables the AMC to be booked, settled, and custodied through standard banking infrastructure.
Subscription & Initial Issuance
Investors subscribe to the AMC during the subscription period. Funds are received via DVP (Delivery versus Payment) settlement through the investor's custodian bank. The initial NAV is established and the portfolio manager begins deploying capital according to the defined strategy.
Ongoing Management & Administration
The portfolio manager executes trades and adjusts the portfolio on an ongoing basis. NAV is calculated at the agreed frequency (daily, weekly, or monthly). The administrator handles valuations, corporate actions, fee accruals, and investor reporting. Bloomberg quotation can be added for enhanced transparency.
The entire process, from initial strategy discussion to ISIN allocation and first subscription, typically takes 4 to 8 weeks, depending on the jurisdiction and complexity of the underlying assets. This compares favourably to the 6–12 months typically required for a regulated fund launch.
AMC vs Fund vs ETF: A Detailed Comparison
Understanding the differences between AMCs, traditional investment funds, and ETFs is critical for selecting the right vehicle for a given strategy. Each structure has distinct advantages depending on the target investor base, underlying assets, regulatory requirements, and operational complexity.
| Feature | AMC / ETP | UCITS Fund | ETF |
|---|---|---|---|
| Setup Time | 4–8 weeks | 6–12 months | 6–18 months |
| Regulatory Licence | Not required | Required (UCITS) | Required |
| Portfolio Discretion | Full discretion | Constrained by mandate | Index-tracking only |
| Eligible Assets | Any (incl. illiquid) | Liquid only | Liquid, listed |
| Investor Type | Professional / qualified | Retail & institutional | Retail & institutional |
| ISIN | Yes | Yes | Yes |
| Settlement | Euroclear / Clearstream | Fund administrator | Exchange |
| Ongoing Cost | Low | High | Medium–High |
For asset managers with bespoke strategies, alternative or illiquid underlyings, or a need for rapid time-to-market, AMCs represent the most efficient and flexible issuance vehicle. Traditional funds remain the preferred choice for retail distribution, while ETFs serve passive, index-tracking strategies requiring exchange liquidity.
Eligible Underlying Assets
One of the most compelling advantages of the AMC structure is the breadth of eligible underlying assets. Unlike regulated funds, which are typically restricted to liquid, listed securities, AMCs can hold virtually any asset class, making them the vehicle of choice for alternative investment strategies.
Listed Securities
- Equities and equity baskets
- Government and corporate bonds
- ETFs and index instruments
- Listed derivatives and options
Private Credit & Debt
- Private loans and promissory notes
- Real estate mortgages
- Trade finance receivables
- Project finance instruments
Alternative Investments
- Private equity participations
- Venture capital co-investments
- Hedge fund allocations
- Commodity positions
Real Assets & Digital
- Real estate equity and debt
- Infrastructure project stakes
- Tokenised assets
- Digital assets and crypto
This asset-class flexibility makes AMCs particularly attractive for strategies that combine liquid and illiquid assets within a single portfolio, for example, a multi-asset strategy that blends listed equities with private credit exposure or real estate debt. The structuring coordinator works with the asset manager to ensure all underlying assets are compatible with the chosen jurisdiction's legal framework and custody arrangements.
Jurisdictions for AMC Issuance
The choice of jurisdiction affects the legal framework, setup timeline, regulatory classification, cost structure, and distribution reach of an AMC. Noray Capital operates across three primary jurisdictions, each offering distinct advantages for different use cases and investor profiles.
Luxembourg
The premier European jurisdiction for securitisation. Luxembourg securitisation vehicles operate under the well-established Securitisation Law of 2004, providing EU-regulated credibility, access to Euroclear and Clearstream, and a sophisticated service provider ecosystem. Ideal for institutional investors and EU distribution.
Guernsey
Guernsey's Protected Cell Company (PCC) framework offers the fastest setup times (4–6 weeks) and cost-effective ring-fenced compartments. Particularly favoured by wealth managers and family offices targeting professional and sophisticated investors. The GFSC regulatory framework is well-recognised internationally.
Cayman Islands
Cayman Segregated Portfolio Companies (SPCs) provide globally recognised, structurally neutral for international master-feeder arrangements and complex multi-strategy products. The preferred jurisdiction for US-connected investors and global distribution.
For a detailed comparison of each jurisdiction's legal framework, setup timelines, and cost structures, visit our Jurisdictions page.
White-Label AMC Solutions
White-label AMC issuance allows asset managers, independent advisors, and family offices to launch their own branded investment products without building or maintaining issuance infrastructure. The structuring coordinator handles the entire operational chain, from SPV compartment creation and ISIN allocation to NAV calculation, reporting, and corporate actions, while the client retains full control over portfolio management and investor relationships.
This model is particularly valuable for smaller asset managers who lack the scale to justify the fixed costs of their own issuance platform, as well as for established managers who want to launch new strategies quickly without diverting internal resources. The white-label approach reduces time-to-market from months to weeks and transforms fixed infrastructure costs into variable, per-product fees.
The portfolio manager maintains full discretion over investment decisions, receives regular reporting on NAV, fees, and positions, and can customise the product's branding, factsheet design, and investor communications. From the investor's perspective, the AMC appears as the manager's own product, there is no visibility into the underlying issuance infrastructure.
Launch Your Own AMC
Noray Capital provides end-to-end white-label AMC structuring across Luxembourg, Guernsey, and Cayman Islands. From strategy definition to ISIN allocation in as little as 4 weeks.
Contact usUse Cases & Applications
AMCs serve a wide range of institutional and professional use cases. Their flexibility in terms of underlying assets, fee structures, and distribution parameters makes them adaptable to virtually any investment strategy that benefits from a bankable, ISIN-wrapped format.
Multi-Asset Discretionary Portfolios
Wealth managers and multi-family offices use AMCs to offer personalised multi-asset portfolios to their clients. Each portfolio can be wrapped in a separate compartment with its own ISIN, enabling booking and reporting through the client's existing bank.
Private Credit & Real Estate Debt
AMCs provide an efficient vehicle for securitising private credit portfolios, including commercial real estate loans, trade finance receivables, and structured lending programmes. The ISIN format makes these exposures bankable and reportable.
Private Equity & Venture Capital Access
AMCs can wrap private equity co-investments, venture capital allocations, or fund-of-fund structures into a single tradable instrument. This enables wealth management clients to access PE and VC through their standard custody accounts.
Thematic & ESG Strategies
Asset managers launching thematic strategies (e.g., clean energy, AI infrastructure, longevity) benefit from the AMC's rapid time-to-market and flexible underlying universe. ESG-screened portfolios can be structured with custom sustainability criteria.
Fund Feeder & Access Products
Tracker certificates and AMCs are used to create feeder structures that provide ISIN access to underlying funds, hedge funds, or alternative strategies that would otherwise require direct subscription. This simplifies investor onboarding and bank custody.
Crypto & Digital Asset Wrappers
AMCs can wrap digital asset strategies, including cryptocurrency baskets, DeFi yield strategies, or tokenised asset portfolios, into a compliant, bankable ISIN format. This enables institutional investors to access digital assets through traditional custody infrastructure.
AMC Jurisdiction Comparison Table
Side-by-side comparison of the three primary jurisdictions for AMC issuance, covering regulatory framework, setup speed, cost, and distribution capabilities.
| Criterion | Luxembourg | Guernsey | Cayman Islands |
|---|---|---|---|
| Vehicle Type | Securitisation Vehicle | Protected Cell Company | Segregated Portfolio Co. |
| Regulatory Framework | Securitisation Law 2004 | GFSC-regulated | CIMA-regulated |
| Setup Timeline | 6–8 weeks | 4–6 weeks | 4–8 weeks |
| Settlement | Euroclear / Clearstream | Euroclear / Clearstream | Euroclear / DTC |
| ISIN Prefix | XS / LU | XS / GG | XS / KY |
| EU Passport | ✓ (EU-regulated) | ✗ (non-EU) | ✗ (non-EU) |
| US Investor Access | Limited | Limited | ✓ (preferred) |
| Best For | EU institutional distribution | Fast, cost-effective launch | Global / US-connected investors |
AMC Issuance Costs Breakdown
AMC costs are structured as a combination of one-time setup fees and ongoing administration charges. The exact figures depend on jurisdiction, asset complexity, and service requirements. Below is a representative breakdown.
One-Time Setup Costs
Ongoing Annual Costs
Contact our team for a detailed, personalised cost estimate based on your specific requirements. Pricing varies by jurisdiction, asset complexity, and number of products.
Why Choose Noray Capital for AMC Issuance
Noray Capital is a Swiss-based structuring coordinator specialising in AMC, ETP, and structured product issuance. We combine deep structuring expertise with institutional-grade technology to deliver a seamless issuance experience.
Multi-Jurisdiction Expertise
We operate across Luxembourg, Guernsey, and Cayman Islands, selecting the optimal jurisdiction for each client's strategy and investor base.
End-to-End Platform
From strategy definition through ISIN allocation, ongoing administration, and investor reporting, everything is managed through a single integrated platform.
Rapid Time-to-Market
Launch your AMC in as little as 4 weeks. Our streamlined process eliminates delays and ensures fast execution without compromising quality.
Swiss ISIN Capability
Issue AMCs with Swiss ISINs for seamless distribution through Swiss private banking networks and SIX SIS settlement.
White-Label Flexibility
Full branding customisation, your logo, your product name, your factsheet design. Investors see your brand, not the underlying infrastructure.
Institutional Custody Network
Euroclear, Clearstream, and SIX SIS settlement ensures compatibility with all major custodian banks and private banking platforms.
Transparent Pricing
Clear, predictable pricing with no hidden fees. Setup costs and ongoing charges are agreed upfront during the onboarding process.
Dedicated Support
A dedicated structuring team supports each client through the entire product lifecycle, from initial consultation to ongoing administration and investor servicing.
Frequently Asked Questions
What is an Actively Managed Certificate (AMC)?
An Actively Managed Certificate (AMC) is a securitised financial instrument issued as a debt security with its own ISIN. It provides a bankable, tradable wrapper around a discretionary investment strategy, allowing the portfolio manager to adjust the underlying assets dynamically without creating a new product for each change.
How is an AMC different from a fund?
Unlike regulated investment funds, AMCs do not require a fund licence, UCITS compliance, or daily NAV publication to a regulator. They offer faster setup (weeks vs. months), lower operating costs, and full portfolio discretion. However, AMCs are typically restricted to professional or qualified investors.
What assets can an AMC hold?
AMCs can hold virtually any asset class: listed equities, bonds, ETFs, derivatives, private equity, private debt, real estate loans, commodities, crypto assets, and alternative investments. This flexibility is one of the key differentiators compared to traditional fund structures.
Are AMCs safe for investors?
AMCs are issued through bankruptcy-remote Special Purpose Vehicles (SPVs) with ring-fenced compartments. This means the assets in one compartment are legally separated from other compartments and from the issuer's own balance sheet, providing structural protection for investors.
How long does it take to launch an AMC?
Depending on the jurisdiction, an AMC can be launched in 4–8 weeks. Guernsey PCC structures are among the fastest, while Luxembourg securitisation vehicles offer EU-regulated credibility with slightly longer timelines.
What is a white-label AMC?
A white-label AMC allows asset managers, family offices, and wealth advisors to offer their own branded investment product without building issuance infrastructure. The structuring coordinator provides the SPV, ISIN, custody, and administration, the client retains full portfolio management discretion and branding.
What jurisdictions are available for AMC issuance?
The three primary jurisdictions for AMC issuance are Luxembourg (EU-regulated securitisation vehicles), Guernsey (Protected Cell Companies with fast setup), and Cayman Islands (Segregated Portfolio Companies for global and US-connected investors). Each offers distinct advantages in terms of regulatory framework, cost, and distribution reach.
How much does it cost to issue an AMC?
AMC costs include a one-time setup fee (covering SPV compartment creation, legal documentation, and ISIN allocation) and ongoing administration fees (NAV calculation, reporting, and paying agent services). Costs vary by jurisdiction but are significantly lower than launching a regulated fund.
Can AMCs be listed on an exchange?
Yes. AMCs can be listed on regulated exchanges such as the Vienna Stock Exchange, SIX Swiss Exchange, or other venues. However, many AMCs operate as unlisted instruments settled through Euroclear or Clearstream, which provides sufficient bankability for professional investors.
What is the minimum AUM required for an AMC?
There is no regulatory minimum AUM for an AMC. However, the commercial viability depends on the fee structure covering the ongoing administration costs. In practice, AMCs are typically launched with initial AUM of CHF 1–5 million, though smaller sizes are possible.
How is the NAV of an AMC calculated?
NAV is calculated by the administrator at the agreed frequency (daily, weekly, or monthly) based on the market value of the underlying assets, less accrued fees. For illiquid assets, independent valuations may be required. The NAV methodology is defined in the issuance documentation.
Can I issue an AMC with a Swiss ISIN?
Yes. AMCs can be issued with a Swiss ISIN (CH-prefix) through SIX Financial Information, regardless of the SPV's domicile jurisdiction. Swiss ISINs are particularly advantageous for distribution through Swiss private banking networks.
Ready to Structure Your AMC?
Noray Capital provides end-to-end AMC structuring, issuance, and administration across multiple jurisdictions. Contact our team to discuss your strategy.