Fernando Concha has spent six years building Luma's Latin American business, and he knows the offshore wealth market in the Americas as well as anyone. In this session he explains why the AMC — still largely a Swiss story in most people's minds — has become an essential tool for offshore capital in Latin America, what structural barriers keep the US on the sidelines for now, and four concrete use cases that show exactly what problem the AMC is solving for investors and managers in the region.
Fernando Concha is Global Director of Capital Markets Sales at Luma Financial Technologies.
04·01A market on the move
Luma Financial Technologies is a well-known, US-based platform for the trading, management, and distribution of structured notes, derivatives, and related products. As the person who built Luma's Latin American channel from the ground up, Fernando Concha has as direct a read on demand in the Americas as anyone in the market.
As he relates, the Americas as a whole present two distinct stories. In the United States, structural obstacles make the independent SPV model impractical for American investors today. In Latin America, those constraints don't apply, and a large, sophisticated offshore investor base has found it genuinely useful in ways that other structures simply don't match.
Elaborating on the situation in the US, Concha points to two main issues.
The first is registration. Any certificate sold to a US person needs either a registered shelf or a specific regulatory exemption available only to certain financial institutions. Independent SPVs would need to register each individual product, which is unworkable at scale. Bank-issued AMCs can navigate this through the bank's registered shelf, but that reintroduces balance-sheet exposure — the investor takes on counterparty risk from the bank, losing the structural separation that makes the off-balance-sheet model attractive.
The second obstacle is tax. In the early 2000s, a prominent hedge fund manager began using derivative certificates to replicate hedge fund returns inside a structured wrapper, deferring tax that would otherwise have been assessed at the individual investor level. The IRS responded with Section 1260, which removed that advantage. The registration problem, Concha says, has technical workarounds. The tax treatment is the harder issue, and the one his legal team is actively working through.
04·02Latin America: the demand is real
South of the US border, the story is entirely different. Concha recently completed a roadshow across Luma's client base and found consistent, broad-based demand across markets and use cases. The evening of the AMC Summit session, Luma was hosting over twenty-four wealth management entities in Miami — a gathering that, in Concha's telling, was less a sales event than a reflection of how far the conversation had already come. Uruguay and Argentina lead in terms of activity, driven by the concentration of offshore wealth in both markets. Brazil's major banks run AMCs for their offshore clients. Colombia and Panama are growing. Miami, sitting at the intersection of US infrastructure and Latin American capital, functions as the natural hub for much of it.
What drives this is not a single factor but a convergence of several — regulatory flexibility, tax advantages that don't exist in the US, a large and sophisticated offshore investor base, and a genuine need to make assets accessible that would otherwise sit outside the standard brokerage account. The AMC addresses all of it.
04·03The bankability principle
Before walking through specific use cases, Concha frames a concept worth pausing on. An AMC is a certificate with an ISIN, clearable at Euroclear, holdable inside a standard brokerage account at Merrill Lynch, UBS, Pershing, or Interactive Brokers alongside equities and bonds. That may sound unremarkable until you consider what it replaces.
Hedge fund participations, private equity interests, real estate vehicles — these typically sit outside the main account. They are not securities in the traditional sense; they live in a different administrative world, often in a Cayman or Delaware structure entirely disconnected from the investor's regular portfolio. The AMC takes that economic exposure and wraps it into a bankable, securitized instrument. The asset becomes visible, holdable, and manageable within the investor's existing account. For distribution, Concha says, this matters more than almost anything else — a lot of people are simply more willing to invest in something they can see alongside everything else they own.
A lot of people are more inclined to invest in something they can hold inside their existing brokerage account, rather than putting money into a Cayman or Delaware fund that's completely disconnected from their regular accounts.Fernando Concha
04·04Four use cases
Concha identifies four core AMC use cases, each solving a distinct problem. They apply across markets — the Americas provide the illustrations, but the logic is universal.
The first is the strategy wrapper: using an AMC to deliver a managed investment strategy to multiple clients through a single vehicle. The natural comparison is with a separately managed account. In an SMA, the manager holds the same assets individually across each client's account. Every rebalance requires separate execution across every account — at slightly different prices, creating slippage that accumulates over time into a divergence between the theoretical value of the strategy and what each client actually holds. In an AMC, all clients own the same certificate. One rebalancing trade serves everyone simultaneously. Every investor's NAV is identical — there is no gap between what the strategy is worth and what the client holds. KYC sits with the broker-dealer rather than the manager, removing a significant operational burden. Minimum investment thresholds are also significantly lower than a fund structure would typically require, opening the strategy to a wider client base.
In an AMC, all clients are participants in the same certificate. You execute one trade and everyone's NAV is identical — there is no slippage between the theoretical value of the strategy and what the client actually holds.Fernando Concha
The second use case is jurisdiction access. Some assets can only be held by opening a local account in the country where they trade — Brazilian equities, Peruvian securities, Chilean peso-denominated funds. An SPV incorporated offshore opens that local account, acquires the assets, and issues a certificate into the international market. Investors gain the economic exposure through their existing international accounts, without navigating local market infrastructure. Concha has seen this applied across Brazil, Peru, and Chile, and the demand for further variations is growing.
The third is tax structuring. In many Latin American jurisdictions, income distributions are taxed at a higher rate than capital gains. Inside an AMC, income accrues into the NAV rather than being paid out. When the investor sells the certificate, the entire gain is treated as a capital gain rather than income. The product converts a higher-taxed income stream into a lower-taxed realized gain at exit — a meaningful advantage in Argentina, Peru, and other markets where the differential is significant. This is, notably, the mirror image of the US Section 1260 problem: the same structural characteristic that made the AMC problematic for US tax purposes makes it genuinely valuable in jurisdictions where capital gains treatment is the goal rather than the loophole.
The fourth use case — and the one generating the most appetite right now — is making non-bankable assets bankable. Concha walks through three examples. A credit-linked structure used to finance a real estate acquisition in Paraguay: the SPV issues a certificate backed by the underlying asset, investors hold it in their international accounts, and the cash flows from the property service the certificate. A private equity feeder in which an SPV takes a position in a major fund's new vintage and issues certificates in denominations as small as $20,000 to $50,000, democratising access to a strategy that would typically require a million-dollar minimum. And a partial company opening in which an SPV acquires a minority stake in a privately held business, issues certificates to external investors who receive economic exposure without voting rights, and provides the controlling shareholder with liquidity without the complexity of a public listing.
04·05First Principle: the use case as product
A fifth use case came not from client demand but from Luma's own strategic view of where markets were heading. After several years of strong equity performance, Concha and his team began looking for a vehicle suited to a mean-reversion environment — one in which structured notes, which tend to perform particularly well when markets come off peaks, would come into their own. The secondary market for structured notes can offer significant discounts in periods of stress, but capturing that opportunity requires expertise most investors and their advisors don't have.
Luma identified a Chicago-based manager, Invictus Capital, which had been running a structured notes strategy as separately managed accounts in the US for over a decade, with approximately a billion dollars in AUM and five years of documented live track record. When it came to choosing an issuer, the criterion was clear: full asset segregation, with no credit risk from the issuer. The Credit Suisse collapse had illustrated the point precisely — even assets technically held in custody elsewhere carried real counterparty exposure when the issuing bank failed. That made the fully isolated SPV model essential. Working with Invictus and GenTwo, Luma packaged that strategy as an AMC for international investors — a certificate named First Principle, after the manager's core investment discipline: above all, do not lose money. Investors gain managed exposure to the structured notes asset class through a single Euroclear-clearable instrument, without tracking individual positions, managing calls and maturities, or reinvesting proceeds themselves.
04·06The open question
Concha is direct about one structural limitation that the AMC has not yet solved cleanly: open-ended subscriptions. The product works efficiently when capital is committed upfront. When subsequent investors want to join, secondary subscriptions through the paying agent carry fees that make the economics unworkable below roughly $600,000 — at which point issuing a new tranche within the same SPV becomes the practical solution, introducing a new NAV and added operational complexity.
Tokenization removes this friction: without a paying agent in the secondary subscription process, smaller inflows become viable. But the trade-off is real. A tokenized AMC cannot be held inside a traditional brokerage account — and for investors in the Americas, the ability to hold the certificate at Merrill Lynch, Pershing, or UBS is often the product's primary appeal. Gaining frictionless subscriptions means surrendering the bankability that made the AMC worth buying in the first place. Which way that trade-off resolves, Concha says, is the question the market is still working out.
Tokenization is the obvious long-term answer. But you gain something on the infrastructure side and lose it on the distribution side. We'll see which direction wins.Fernando Concha