Actively managed certificates (the AMCs) have become an alternative to the fund structures for asset managers testing a new strategy or building a track record before committing to a regulated launch. Faster to set up, more flexible on eligible assets, and structurally straightforward for professional investor distribution, the AMC sits at the intersection of structured finance and active portfolio management.

The same format is increasingly used by family offices seeking customised exposure to private credit, private equity, and digital assets through a single instrument without the constraints of a regulated fund wrapper.

This guide addresses the Luxembourg legal and regulatory framework for AMC structures issued through off-balance sheet securitisation vehicles, with a focus on unregulated private placements, the most common deployment for emerging managers.

What Is an AMC?

AMCs are debt instruments, issued in the form of notes or certificates by a financial institution or a special purpose vehicle, whose redemption value tracks the performance of an actively managed reference portfolio or strategy basket. The investor is a creditor of the issuer, not a shareholder in a fund.  

The naming convention follows the economic orientation of the instrument: a synthetic link to a portfolio that is subject to ongoing adjustments by a strategy manager. There is no standardised structure in the market, and the same product appears under a range of labels: strategy notes, dynamic equity notes, performance linked bonds, exchange traded notes where listed, and electronic AMCs or eAMCs where the instrument is tokenised on a distributed ledger.

The main structural difference between AMC formats, when issued as bonds, relates to how the reference portfolio is constructed: index-linked structures track a rules-based or partially discretionary index; repackaging structures involve the physical purchase of assets into an SPV; and fiduciary solutions segregate the underlying assets in a separate estate held on behalf of investors.

AMCs can embed traditional liquid assets alongside non-bankable or illiquid exposures including real estate, loan portfolios, and digital assets. This flexibility is one of the structural advantages over regulated fund formats, which are subject to eligible asset restrictions and diversification requirements.

On-Balance Sheet vs Off-Balance Sheet

In an on-balance sheet AMC, the issuer, typically a bank or securities dealer, remains the beneficial owner of the underlying assets. The certificate reflects the performance of a synthetic basket or index. The investor is exposed to the credit risk of the issuing institution, meaning the return of principal depends on the issuer's solvency. This format dominates in Switzerland and among large European banks with established structured products platforms.

The off-balance sheet structure is the format of choice for independent managers in Luxembourg. The issuing vehicle is a separate securitisation special purpose vehicle in a corporate form or as a securitisation fund incorporated under the Luxembourg law of 22 March 2004 on securitisation (the Securitisation Law). Assets are legally segregated from both the manager and the SPV's own balance sheet. Compartmentalisation under the Securitisation Law provides statutory ring-fencing between different strategies or investor groups within the same vehicle. Noteholders have no recourse beyond the assets of their compartment.

A third format, less commonly used in Luxembourg, is the credit-backed SPV: the compartment holds high-grade assets such as government bonds as collateral, and an investment bank provides a swap on the performance of the actively managed basket. This is operationally heavier and introduces swap counterparty risk, but can be appropriate where investors require a higher-rated credit wrapper.

The Luxembourg Off-Balance Sheet Structure

The issuer is a Luxembourg securitisation undertaking under the Securitisation Law, typically a société à responsabilité limitée or société anonyme, often structured as a multi-compartment vehicle to allow multiple strategies or investor groups within a single legal entity.

The reference portfolio consists of assets or notional strategy components selected and managed by an asset manager or portfolio advisor. Certificates issued to investors carry redemption amounts and any coupon linked to the performance of that portfolio, net of fees. Standard and legally established bankruptcy-remoteness and no-petition provisions ensure that noteholders in one compartment have no recourse to the assets of other compartments or to the general patrimony of the vehicle.

Programme documentation for a private AMC issuance will typically include an offering document or information memorandum, a dealer or distribution agreement, individual series term sheets, a management or portfolio advisory agreement with the asset manager, collateral and custody arrangements. The management agreement is one of the most legally sensitive documents in the suite: it defines the scope of the manager's authority, the conflicts of interest framework, and the conditions under which changes to the portfolio composition can be made.

Prospectus considerations

‍Because AMCs are debt instruments, listing them on a regulated exchange triggers Prospectus Regulation (EU) 2017/1129. For private placements to professional clients with denominations of at least EUR 100,000, the Prospectus Regulation exemption applies and no prospectus is required.  

This exemption operates independently of the conditions for unregulated status under the Securitisation Law, and the two frameworks must be assessed separately. Unregulated status under the Securitisation Law,  meaning no CSSF authorisation is required for the securitisation undertaking, depends on three cumulative conditions: (i) no more than three series of issuances per calendar year at vehicle level; (ii) a minimum denomination of EUR 100,000 per instrument; and (iii) securities offered exclusively to professional investors within the meaning of MiFID II. Satisfying the Prospectus Regulation exemption does not, of itself, confirm unregulated status under the Securitisation Law.

In Practice: Most Luxembourg AMC programmes for independent managers are structured as private placements with a EUR 100,000 minimum denomination offered exclusively to professional clients as defined under MiFID II. Where the vehicle also keeps issuances to no more than three series per calendar year, all three Securitisation Law conditions for unregulated status are met. This removes the CSSF authorisation requirement, avoids the Prospectus Regulation, and leaves the management agreement, term sheet, and offering memorandum as the core documentation set. Both frameworks should be confirmed independently.

AIFMD: Scope and the Debt-Only Position

For most Luxembourg off-balance sheet AMC structures, AIFMD should not apply. The CSSF has confirmed that a securitisation undertaking issuing only debt instruments does not qualify as an AIF, regardless of whether it meets the SSPE definition.²  

However, the AIFMD analysis is a substantive legal assessment that must be conducted independently irrespective of the CSSF qualification. The reasoning turns on the nature of the instrument: noteholders are creditors of the issuer, not investors participating in the performance of a managed pool. They hold contractual claims with defined repayment terms. The “benefit of investors” and “pooled return” elements of the AIF test are not engaged where the vehicle’s obligation is purely debt-like and noteholders exercise no day-to-day discretion over portfolio management. Provided the vehicle issues exclusively notes or certificates with no equity participation or profit-sharing features, the issuer should not be characterised as an AIF. The analysis is nonetheless fact-specific and must be conducted on a structure-by-structure basis.

A separate statutory route exists under Article 2(2)(g) of the Luxembourg law of 12 July 2013 implementing AIFMD (the AIFM Law), which excludes securitisation special purpose entities (SSPEs) from the AIFMD perimeter entirely. An SSPE is an entity whose sole purpose is to carry out securitisations within the meaning of ECB Regulation No. 24/2009, transactions where assets or risks are transferred to an entity separate from the originator. A Luxembourg securitisation undertaking conducting a genuine true-sale or risk-transfer securitisation would generally fall within this definition. The exemption, however, does not extend to vehicles whose principal activity is originating loans, which do not qualify as SSPEs because no asset or credit risk is being transferred to the vehicle. Vehicles issuing structured products that primarily offer synthetic exposure to non-credit assets, where any credit risk transfer is only ancillary, fall outside the SSPE definition for similar reasons. As such, direct lending AMC structures and products referencing equity baskets or digital asset strategies through a synthetic wrapper require a full AIF analysis, which turns on three cumulative criteria under the AIFM Law: whether the vehicle raises capital from a number of investors, invests in accordance with a defined investment policy, and does so for the benefit of those investors.¹

The assessment must also be performed at compartment level. A transaction carried out in one compartment may affect the overall characterisation of the vehicle. Where a capital structure includes an equity or residual tranche in any compartment, the AIF characterisation risk for that compartment increases materially and requires separate analysis.  

An assessment carried out at launch does not cover subsequent strategies. Where new investment strategies are added, whether through additional compartments, amendments to the investment policy, or the introduction of a new strategy manager,  the AIFMD analysis must be repeated. Each new strategy or material structural change requires an independent and contemporaneous review before implementation.

Structuring Conclusions

Structures kept within private placement parameters: EUR 100,000 minimum denomination, professional clients only, no more than three issuances per year at vehicle level, do not require CSSF authorisation as a regulated securitisation undertaking and fall outside the Prospectus Regulation, while preserving full access to the Securitisation Law framework.

Issuance of debt-only instruments should generally not trigger AIFMD application. The terms and conditions of the certificates should clearly reflect that noteholders hold contractual debt claims with no equity participation or profit-sharing features. The AIFMD conclusion reached at launch must be revisited each time a new strategy is added or material changes are made to the investment policy. Reliance on the initial assessment for subsequent strategies is not sufficient.

Direct lending strategies and structures referencing non-credit assets through a synthetic wrapper fall outside the SSPE safe harbour. A full AIF analysis is required before structuring those programmes, and the manager's regulatory status must be resolved before launch.

Get in touch with us if you are considering launching AMCs via Luxembourg securitisation vehicles or wish to discuss in more details how the above considerations apply to your existing structure.

Footnotes

¹ ESMA Guidelines on Key Concepts of the AIFMD, ESMA/2013/600, paragraph 12, Part VI.

² CSSF FAQ on the Luxembourg Law of 12 July 2013 on Alternative Investment Fund Managers, Version 24 (20 May 2025); CSSF FAQ on Securitisation, Version 1 (23 October 2013).

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