What is an Actively Managed Certificate?

Definition & Core Mechanics

Read the complete guide to Actively Managed Certificates

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 and the 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.

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.

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.

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.

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, and distribution reach of an AMC. Noray Capital operates across three primary jurisdictions, each offering distinct advantages for different use cases and investor profiles.

For a detailed comparison of each jurisdiction's legal framework, setup timelines, and distribution reach, 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 building and governing 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 turns standing infrastructure obligations into a per-product mandate.

The portfolio manager maintains full discretion over investment decisions, receives regular reporting on NAV 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.

Use Cases & Applications

AMCs serve a wide range of institutional and professional use cases. Their flexibility in terms of underlying assets, economics, and distribution parameters makes them adaptable to virtually any investment strategy that benefits from a bankable, ISIN-wrapped format.

AMC Jurisdiction Comparison Table

Side-by-side comparison of the three primary jurisdictions for AMC issuance, covering regulatory framework, setup speed, segregation and distribution capabilities.

How to Launch an AMC: Step by Step

Launching an AMC is a securities issuance, not a fund authorisation. Issued from an existing, already-approved securitisation vehicle, a new certificate takes 4–8 weeks from first conversation to a settled ISIN. The eight steps below are the sequence as it actually runs, with realistic elapsed times; the dependencies are strict, so a step that slips moves everything downstream with it.

1. 1

   Define the strategy and the investor base

   Week 1

   Write down what the AMC will hold, how often it will be rebalanced, in which currency it will be denominated, how the underlying will be valued, and who is expected to buy it. Every later decision — jurisdiction, valuation frequency, distribution route — follows from these answers.

2. 2

   Choose the issuance jurisdiction

   Week 1

   Match the vehicle to the investor base rather than to the manager's own domicile: Luxembourg for EU distribution, Guernsey for a fast statutory cell structure, Cayman for offshore and globally distributed products, Switzerland for a Swiss ISIN that books cleanly across Swiss custody.

3. 3

   Agree the term sheet

   Weeks 1–2

   Fix the economics, the valuation methodology and frequency, the subscription and redemption mechanics, the mandate the manager will operate under, and the reporting package investors will receive.

4. 4

   Complete onboarding and open the compartment

   Weeks 2–4

   Run KYC and AML onboarding on the manager and the sponsoring parties, then create the dedicated, ring-fenced compartment inside the issuing vehicle so the AMC's assets and liabilities are legally segregated from every other product on the platform.

5. 5

   Finalise the issuance documentation

   Weeks 3–5

   Issue the certificate's terms under the vehicle's existing programme documentation. Because the programme already exists, a new AMC is a documentation exercise rather than a fresh approval cycle.

6. 6

   Obtain the ISIN and settlement eligibility

   Weeks 4–6

   Have an ISIN allocated by the relevant numbering agency and the certificate admitted for settlement through Euroclear, Clearstream or SIX SIS, so any custodian bank can receive the security into a client account against payment.

7. 7

   Launch and take the first subscriptions

   Weeks 6–8

   Issue the first units against the seed subscription. Investors buy through their own bank against the ISIN, with no account at the manager and no subscription agreement to sign.

8. 8

   Run the lifecycle

   Ongoing

   Publish the net asset value at the agreed frequency, process subscriptions and redemptions, handle corporate actions on the underlying, issue factsheets and investor reporting, and coordinate the annual audit of the compartment.

The comparison worth holding on to is with a regulated fund, which takes 6–12 months to authorise and launch. Almost all of the AMC's speed comes from not building the issuer: the vehicle, its programme documentation and its counterparty chain already exist, so a new certificate is a compartment and a set of terms rather than a company formation. Managers who build their own vehicle instead add six to nine months before the first product can be issued at all.

Once live, the AMC is distributed to professional and qualified investors through private banks, wealth managers and institutional channels. Because it carries an ISIN and settles through Euroclear, Clearstream or SIX SIS, the investor buys it through their own bank and the position appears in their custody account alongside every other holding — no account with the manager, no subscription agreement, no separate reporting stream. That bankability, rather than the wrapper itself, is what has moved AMCs from a niche instrument to a mainstream route for professional investment products.

For the equivalent sequence on the exchange-listed side, see how to launch an ETP, and for the issuing infrastructure behind both, our securitisation platform.

What the Mandate Covers

An AMC mandate splits cleanly into two halves: the portfolio, which stays entirely with the manager, and the issuance and lifecycle infrastructure, which the structuring coordinator runs. Knowing which side of the line each task falls on is the fastest way to work out what launching an AMC will actually require of your team.

The scope of each mandate is set out in the term sheet before anything is signed, so there is no ambiguity about which side of the line a task sits on once the product is live.

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.

Frequently Asked Questions