In 2008, Luca Bianchi was an intern at Lehman Brothers in Zurich when the bank collapsed. He went on to become one of Switzerland's foremost legal experts on Actively Managed Certificates — and in the first session of the AMC Summit, he traced the full arc of the product: from its precarious early days, when Switzerland's regulator nearly classified it out of existence, to the $1–2 trillion global market it has become. For anyone coming to AMCs fresh, this session is the foundation — what the product actually is, why its legal structure matters, how off-balance-sheet issuance changed the economics, and what an expanding universe of underlyings means for asset managers today.
Luca Bianchi is a Partner at Kellerhals Carrard, where he heads the banking and finance practice group.
02·01From Lehman to the rise of the AMC
Luca Bianchi's introduction to structured products was unplanned. In 2008 he was doing an internship at Lehman Brothers in Zurich in equity derivatives sales when the bank collapsed. He found a position at a law firm, and as the junior guy who knew something about structured products, he was assigned the structured products brief. That is where his career started.
When Bianchi began advising in this area, the market was quiet. After the financial crisis, for a few years, things were pretty dead. Then, around 2011 and 2012, he began to see a really strong increase in what he describes as "these new kinds of AMC products." Something had changed.
The driver, he explains, was a wave of relationship managers leaving the big banks. Unable to negotiate higher salaries, they were walking out and taking loyal clients with them. Many found themselves managing somewhere between one and fifty million francs in AUM — too large to leave on the table as a business, but not large enough for a regulated fund to make economic sense. They needed a product wrapper. At the time, the regulatory threshold for asset managers was below one hundred million AUM, which meant you could start your business outside a bank without a license. The AMC was a natural fit.
The regulatory backstory is older than Bianchi's career. Before his time — around 2005, he says — FINMA issued a position paper concluding that products of this kind qualified as collective investment schemes, which would have subjected them to full fund regulation. The products were already in the market. The market disagreed, and the pressure on FINMA was significant enough that it eventually withdrew its position. Bianchi calls what followed "a new era" — regulatory certainty had arrived, and the number of AMCs being issued grew rapidly.
Two further shifts added momentum. Basel III made it expensive for banks to hold certain assets on their balance sheets — illiquid assets in particular — which pushed more issuance toward independent vehicles. And when Switzerland's new Financial Institutions Act came into force in 2020, requiring all asset managers to hold a FINMA license regardless of AUM, the market absorbed the change. The structures themselves remained intact.
02·02What an AMC actually is
Asked to explain in plain terms what an AMC is, Bianchi starts with the legal answer: it is a debt instrument — like a bond. You cannot issue equity as an AMC; that would likely be classified as a collective investment scheme. A debt issuance with an underlying and standard market documentation typically qualifies as a structured product.
What makes an AMC more than a bond or a regular structured product is the active element. The manager has discretion to change what is inside the underlying portfolio over time — buying, selling, rebalancing.
Economically, it gives you the same performance as an investment fund without the investment fund regulation.Luca Bianchi
That gap is the product's defining characteristic. The practical consequences are significant. If the issuance infrastructure is already in place, an AMC can be brought to market almost immediately. No FINMA approval is required. There is no ongoing regulatory supervision, no annual regulatory reporting, no regulatory audit. Where a public offer requires a prospectus, the process takes weeks, not the months required to launch a fund.
02·03What goes inside — and how the economics work
Bianchi describes the evolution of AMC underlyings in terms of generations. The first is the bank-issued, on-balance-sheet product with liquid underlyings like listed equities. The second — the model that companies like GenTwo are built on — is issuance through an independent SPV, without a bank guarantee. Beyond that, he sees tokenized AMCs and an expanding universe of underlyings as the next stages of development.
In the early period, bank-issued AMCs held almost exclusively liquid assets. The reason is straightforward: with illiquid underlyings you do not have a market price, you have a valuation. If that valuation is revised, a product can in extreme circumstances drop thirty percent in value from one day to the next. That is not a conversation wealth managers want to have with their clients. Outside of banks, the picture is different. Specialist asset managers work with clients who seek exposure to specific asset classes, understand the risks, and want access to things they cannot get elsewhere. Private debt, real estate, crypto, algorithmic trading strategies — even art and timber — now appear as AMC underlyings. Alternative assets have been, in Bianchi's words, "one of the biggest mega-trends of the last ten years, for sure."
The on-balance-sheet versus off-balance-sheet question comes down to cost. When a bank issues directly, it carries capital charges under Basel III — charges that are particularly significant for illiquid or alternative assets. Those costs end up with the investor, or the bank declines to offer the product at all. When an independent SPV issues the same product — no bank guarantee, and the bank does not control the SPV — there is no consolidation and no capital charge. On some platforms, Bianchi notes, investors can see the same product offered two ways and compare the prices directly. The difference is real and it is visible.
Bianchi's first question when a prospective issuer calls is always about investor domicile. That determines the regulatory framework. EU investors bring additional requirements; Liechtenstein can serve as an alternative approval route for European distribution. The choice of SPV jurisdiction — Switzerland, Luxembourg, or lighter-touch options such as Guernsey, Jersey or the Cayman Islands — follows from there, and all are valid depending on the asset class, investor base, and tax considerations.
On size, his advice is practical. The AMC holds its clearest advantage over a fund in the one-to-fifty-million AUM range. For an asset manager at the lower end of that range, the recommendation is to use an established issuance platform rather than build infrastructure from scratch. The economics of a proprietary setup only make sense if there are sufficient AUM or the goal is to scale an issuance business or to build something that may eventually be sold. For retail distribution — which Bianchi sees growing, particularly in crypto and thematic products — the requirements are achievable: a FinSA-compliant prospectus approved by a review body, a Key Information Document, an offer made by a financial intermediary pursuant to the Banking Act, Financial Institutions Act or Collective Investment Schemes Act, and collateralization of the product.
02·04Where the market is heading
Bianchi raised the convergence between AMCs and ETPs. ETPs were historically passive products; they now also exist in active form. An active ETP and an AMC are, in his view, economically the same thing — the overlap has become so pronounced in some cases that the two structures are no longer clearly distinguishable. "You could even call the active ETP an AMC," he says.
When it comes to tokenization of AMCs, Bianchi says the regulatory situation is fairly clear these days. The issuance documentation for a tokenized AMC is largely the same as for a conventional one, with additional risk factors and wording to accommodate DLT securities. The bottleneck, in his experience, is operational: wallet infrastructure that works for both issuer and investor, and the limited ability of many banks to distribute tokenized products through their existing systems. The legal innovation, he suggests, has run ahead of the operations.
Looking further ahead, he singles out stablecoins as an interesting near-term opportunity. SIX Swiss Exchange is not yet fully comfortable with stablecoins as an underlying for listed products, but for unlisted AMCs the route is already open. "You have a strategy," Bianchi notes, "that investors simply won't be able to access without that wrapper." The logic is the same logic that drove the AMC's original rise: a new asset class, investors who cannot access it directly, and a flexible instrument well-positioned to bridge the gap.