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How AMCs Are Distributed Through Private Banks

May 20267 min readBy Noray Capital Structuring Team

One of the defining advantages of an Actively Managed Certificate (AMC) is that it can be distributed to professional investors through the same channels they already use for any other security. Because each AMC carries its own ISIN and settles through standard market infrastructure, a private bank can hold it in a client's portfolio exactly as it would a bond or a structured note. Understanding how that distribution actually works, and what an issuer needs to get right, is essential for any manager bringing an AMC to market.

The starting point is bankability. An AMC is a securitised instrument issued by a special purpose vehicle, and the ISIN it carries is what makes it bookable, custodiable and settleable through the standard banking system. Eligibility for clearing and settlement through Euroclear or Clearstream means the certificate can move between counterparties on a delivery-versus-payment basis, and a Swiss ISIN with Valoren registration further improves acceptance across Swiss private-banking networks. Without this infrastructure compatibility, a strategy is just a strategy; with it, the strategy becomes a security a bank can hold.

The primary distribution channels for AMCs are private banks, external asset managers, independent wealth managers and family offices, alongside institutional allocators. In each case the certificate is placed with, or held on behalf of, professional and qualified investors rather than the retail mass market. This audience distinction matters: AMCs are generally distributed under private-placement or professional-client frameworks, and the applicable selling restrictions depend on the jurisdiction of both the issuer and the investor.

For a private bank to offer or hold an AMC, the instrument usually needs to be set up on the bank's security master and pricing systems. That means a recognised ISIN, a reliable source of NAV or valuation data, and, where the product is listed, a market on which it trades. Pricing feeds through data vendors and exchanges allow the bank to value the position, report it on client statements, and process subscriptions or secondary trades through its normal booking workflow rather than through fund-style subscription and redemption mechanics.

Documentation underpins all of this. A clear term sheet sets out the economics, the underlying strategy, fees and key dates, while selling restrictions define who may be offered the product and where. Depending on the investor type and distribution route, additional disclosure such as a key information document may be required. Getting the documentation and selling restrictions right at the outset is what allows a bank's compliance function to approve the instrument for its clients.

The manager and the structuring coordinator each play a role in making distribution work. The manager defines and runs the strategy; the structuring coordinator handles the SPV compartment, ISIN allocation, paying-agent and custody arrangements, and the operational plumbing that lets the certificate slot into banking infrastructure. A coordinator that already has relationships across custodians and platforms can materially shorten the path from issuance to a product that private banks are willing and able to hold.

There are practical considerations that shape how widely an AMC can be distributed. Investor eligibility and jurisdiction-specific selling restrictions determine the addressable audience; minimum denominations affect which clients can participate; and the availability of secondary liquidity, supported where relevant by a market maker, influences how easily positions can be entered and exited. These factors are worth designing for early, because they are far harder to retrofit once a product is live.

The net effect is that a well-structured AMC lets a discretionary strategy be delivered to professional investors inside their existing custody relationships, settled over standard rails, and reported alongside the rest of their holdings. That combination of bankability and reach is precisely why AMCs have become a mainstream wrapper for professional-investor distribution, and why the distribution mechanics deserve as much attention in the structuring process as the strategy itself.

This article is for informational purposes only and is intended for professional investors. It does not constitute legal, tax, financial or investment advice, nor an offer of any security.

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