FAQ – Everything you need to know about Luxembourg SPVs and Actively Managed Certificates (AMCs)
AMCs
What is an AMC?
An Actively Managed Certificate (AMC) is a structured debt security whose performance is linked to an actively managed portfolio or investment strategy. Issued through an SPV or securitisation vehicle, it combines the flexibility of a fund with the simplicity and efficiency of a certificate. AMCs are commonly used by asset managers, family offices, and institutional investors.
How do AMCs differ from traditional investment funds?
Unlike traditional investment funds, AMCs do not require the same level of regulatory authorisation, can be set up significantly faster, and involve lower operational costs. They are structured products issued by an SPV, meaning they are legally classified as debt securities rather than fund units resulting in a more streamlined structure with fewer compliance burdens for the issuer.
What are the advantages of investing in AMCs?
AMCs offer several key advantages:
- Speed to market: typically launched within 4 weeks
- Cost efficiency: lower setup and operational costs than a full fund
- Flexibility: wide range of eligible asset classes
- Customisation: tailored strategies for specific investor needs
- Transferability: can be listed or traded on secondary markets
- Investor protection: ring-fenced compartments reduce counterparty risk
What assets can be securitised?
AMCs can include a broad range of asset classes, including equities, bonds, commodities, private equity, private debt, infrastructure, real estate, and alternative assets such as art or digital assets. This flexibility makes them suitable for a wide variety of investment strategies.
What is the minimum investment amount for AMCs?
Minimum investment amounts vary depending on the specific AMC and its target investor base. AMCs aimed at professional or institutional investors (as defined under MiFID II) typically have higher minimum thresholds to benefit from a lighter compliance regime. Please contact us directly for details specific to your situation.
Can professional investors benefit from AMCs issued by a Luxembourg SPV?
Absolutely. Professional investors including family offices, institutional investors, wealth managers, and hedge funds can greatly benefit from Luxembourg SPV-issued AMCs. They provide bespoke portfolio exposure, tax-efficient structuring, and operational simplicity. Luxembourg’s legal framework provides a trusted, EU-compliant environment that is well-recognised by institutional counterparties globally.
Regulation and Jurisdiction
Are AMCs issued by a Luxembourg SPV regulated?
In Luxembourg, AMCs are usually issued under the Securitisation Law, which provides a clear and recognised legal framework. Although many AMCs aimed at professional investors do not require full authorisation from the CSSF, they remain subject to Luxembourg law, EU regulations, and applicable securities rules. Issuers and investors should always seek independent legal and financial advice.
Full details of the Luxembourg’s Securitisation law as amended can be found using:
Why does jurisdiction matter?
Jurisdiction defines the legal, regulatory, and tax framework for your securitisation vehicle. The right choice can affect investor eligibility, distribution scope, and operational efficiency. Luxembourg, for example, is widely recognised as a leading centre for structured finance, offering a robust legal framework, access to EU markets, and strong institutional infrastructure. These factors support investor confidence and operational reliability.
What form does the securitisation take?
The securitisation is issued as a transferable security with a unique ISIN. It can be held in custody, cleared through standard settlement systems, accessed through investors’ existing brokerage or custody accounts, and traded on the secondary market like any conventional security.
Costs and Timelines
What are the upfront costs?
Upfront costs typically include legal structuring, vehicle setup, documentation, ISIN creation, settlement arrangements, and onboarding service providers such as custodians and calculation agents.
How much are the ongoing costs?
Costs depend on the structure’s complexity, jurisdiction, and required services. Gilderstone provides clear, tailored fee proposals after an initial consultation, giving you visibility across the full lifecycle before you commit.
How long does it take to issue?
AMCs can usually be launched within four weeks, depending on the complexity of the structure. Their speed to market and lower cost versus traditional fund structures make them an efficient option for issuers.
Other Considerations
What happens after launch?
After launch, Gilderstone provides full lifecycle support, including trade execution, rebalancing, compliance monitoring, reporting, and investor communications, helping the vehicle operate smoothly and in line with its strategy.
How does the note settle?
The note settles through standard clearing and settlement systems, such as Euroclear or Clearstream, allowing seamless integration with existing custody and brokerage arrangements.
Can the AMC be listed on an exchange?
Yes, depending on the structure and jurisdiction, the security can be listed on a recognised exchange. Listing can improve visibility, widen investor access, and meet the requirements of some institutional investors or distribution channels.
Do you supply an ISIN?
Yes. Gilderstone manages the full ISIN application and assignment process as part of the issuance, ensuring the security can be identified and accessed through standard market infrastructure.
Can you trade in the secondary market?
Yes. As a transferable security with an ISIN, the instrument can be traded on the secondary market, subject to the terms of the structure and applicable regulatory requirements.
How are investor risks managed in AMCs?
AMCs issued through a Luxembourg securitisation SPV use a compartment (ring-fenced cell) structure, which isolates the assets and liabilities of each individual certificate or strategy. This protects investors from cross-contamination between compartments. Luxembourg’s Securitisation Law explicitly guarantees this segregation.
What reporting do you provide?
We provide regular performance and regulatory reporting, including valuations, portfolio updates, and any required compliance documentation, tailored to the structure and its investors.
About Gilderstone
What makes Gilderstone different to any other issuer?
We combine institutional-grade structuring expertise with the agility of a specialist boutique. Each vehicle is bespoke rather than templated, and Gilderstone stays actively involved throughout its lifecycle as a long-term partner, not just a one-time provider.
Who do you partner with and why?
We work with a carefully selected network of legal counsel, tax, auditors, custodians, brokers, and service providers chosen for their expertise, reliability, and jurisdictional knowledge. This ensures each structure benefits from strong support at every stage.
Where can I get more information?
For more information on Luxembourg SPVs and AMCs, including terms, strategies, and structuring options, please contact us at info@gilderstone.com and follow us on LinkedIn. Our team will be happy to help.
