What Is an AMC?

Introduction

An Actively Managed Certificate is a structured debt instrument that packages a dynamically managed investment strategy into a single, tradable security. The AMC is issued by a bank, a securities dealer, or - such as is the case with SMART - a special purpose vehicle (SPV) and tracks the performance of an underlying portfolio that a designated strategy sponsor manages in real time.

Unlike a traditional fund, an AMC is a security: it carries its own Swiss ISIN, settles through SIX SIS, and sits in a standard custody account alongside equities, bonds, or any other holding. There is no fund wrapper, no prospectus requirement, and no FINMA fund approval. This makes the AMC the instrument of choice for promotors who want the operational flexibility of a managed account combined with the legal portability and bankability of a listed security.

From the investor's perspective, subscription is as straightforward as buying any other security: a single ISIN placed via the investor's existing bank with no new account, no additional agreement, and no special infrastructure required. From the promoter's perspective, the AMC eliminates the structural and regulatory overhead of fund formation while preserving full discretion over the underlying portfolio.

The Regulatory Background

The rise of AMCs as a mainstream instrument has its roots in a significant regulatory shift in the European Union. Between 2009 and 2013, the EU implemented the Alternative Investment Fund Managers Directive (AIFMD), which imposed full regulatory requirements on any asset manager operating a collective investment scheme. The effect was a dramatically increased compliance burden: authorisation, disclosure, depositary requirements, and ongoing supervision costs that made small-scale fund management economically unviable for many operators.

The Swiss response was a structural insight rather than a regulatory workaround. FINMA and the Swiss legal framework did not classify managed-portfolio securities as collective investment schemes under the Collective Investment Schemes Act (CISA/KAG). An AMC is a debt instrument: the issuer creates a note whose value tracks a portfolio. The portfolio manager is not managing a fund, and investors are not fund shareholders - they are noteholders. This classification meant that the equivalent obligations did not arise under Swiss law, and Switzerland became an attractive domicile for asset managers seeking to serve clients with actively managed strategies without the overhead of full fund registration.

Issuer Structure

SMART AMCs are issued by Smart Edge PCC Limited, an off-balance-sheet special purpose vehicle incorporated in Guernsey as a Protected Cell Company.

As the issuing vehicle is off-balance-sheet: the assets referenced by each product are legally separate from Onvest AG and from each other. An investor's claim is against the collateral held within the relevant structure, not against Onvest AG as a corporate entity.

AMC Roles

In the AMC structure, the entity responsible for executing investment decisions is called the Product Manager or Asset Manager. The Product Manager executes trades of the underlying assets and manages the portfolio on an ongoing basis and in compliance with the legal framework. The Product Manager does not own the assets; the assets are held by the issuing SPV, and the Product Manager acts as the appointed asset manager within the mandate given and disclosed to investors in the termsheet.

On the SMART platform, the Product Manager of an AMC is always a FINMA-regulated asset manager under Art. 17 FINIG (or comparable in foreign jurisdictions). This is a deliberate structural commitment: it ensures accountability, regulatory oversight, and continuity of professional standards for every product issued on the platform.

A Product Manager may also cooperate with a Strategy Developer to execute strategies licensed from external parties. Strategy Developers are quantitative, systematic, and discretionary traders who have developed a proven investment edge and want to make it accessible to external capital - without taking on the obligations of regulated asset management. In this model, the Strategy Developer licenses their methodology to the Product Manager, who retains full discretion and regulatory responsibility for the portfolio. This structure allows proven strategies to reach investors through the AMC format while preserving a clear separation between intellectual property ownership and regulated portfolio management.