Most AMC conversations happen at the level of strategy and market opportunity. This one goes deeper. The GenTwo Master Class was designed as a technical session — a walk through the real mechanics of structuring and launching an AMC, anchored by a synthetic case study built to reflect the kind of complex, real-world product that GenTwo actually sees come through its pipeline. Matthew McShane, Senior Structurer at GenTwo, led the structuring side: the anatomy of a hybrid AMC that combines private equity, private debt, and liquid assets in a single wrapper, and what it takes to get it from concept to live ISIN. Pierric Tsien, from GenTwo's product legal team, covered the legal layer: how private equity direct investments actually work, what documentation is required, and where deals typically run into trouble. The chapter that follows is the most technically detailed in this report — a practical reference for anyone thinking seriously about complex AMC issuance.
Matthew McShane is a Senior Structurer at GenTwo, responsible for everything from initial product design through to issuance — term sheets, hedging, coordination with paying agents and directors. He has been at the firm for close to three years. Pierric Tsien is Senior Legal Counsel on GenTwo's product legal team, supporting the structuring function on the legal aspects of product documentation and transaction agreements, with a background in Swiss law from both private practice and in-house roles. Both note at the outset: nothing in this chapter constitutes legal or investment advice, and anyone with a specific structuring or legal question should consult their own advisors.
07·01The case study: a hybrid AMC
The session is built around a synthetic product — the Multi-Strategy Growth and Income AMC — designed to illustrate the characteristics and complexities of the more sophisticated structures GenTwo brings to market. The choice of a hybrid AMC is deliberate: it combines private equity, private debt, and liquid bankable assets in a single wrapper, issued out of a Protected Cell Company (PCC) in Guernsey, open-ended, cleared and settled through SIX, and restricted to institutional and professional investors. The hybrid is not a niche structure. It is, McShane notes, increasingly sought after — a genuinely creative use of the AMC format that has no real equivalent in other wrappers without significant additional regulatory overhead.
The three sleeves each serve a distinct purpose. Private equity is in the basket for the illiquidity premium and the growth trajectory of high-quality private companies. Private debt generates consistent income and capital preservation through structured lending. The liquid sleeve handles portfolio liquidity — it allows the strategy to satisfy redemptions without having to liquidate illiquid positions, covers ongoing fees at the product level, and provides interim returns during the period when private market positions are being deployed or held. McShane offers a vivid illustration of how the three-sleeve structure works as a thematic vehicle: a healthcare-focused AMC could simultaneously hold private equity in high-growth healthcare companies, extend private debt to healthcare businesses, and hold listed healthcare equities and ETFs — one product, one ISIN, three distinct income streams from the same industry.
You don't often see a structure that can combine such a wide variety of asset types and still allow investors to participate across the whole basket. That's one of the genuinely distinctive features of the AMC.Matthew McShane, GenTwo
07·02Anatomy of the structure
Every product issued through GenTwo comes with a structure diagram reviewed and approved by all stakeholders, a term sheet, and a fee schedule. In the case study, the fee structure includes a management fee, an administration fee, a one-time setup fee, and a 20% performance fee above a 6% hurdle rate with a quarterly-observed high watermark. A bid-offer spread applies to secondary market trades. All fees are deducted at the strategy level.
The investment strategy is deliberately balanced between specificity and flexibility. The term sheet needs to be precise enough that an investor understands what they are buying; it cannot be so precise that it constrains the manager's ability to respond to market conditions. McShane is direct on the consequences of getting this balance wrong: a manager who has defined their strategy too narrowly may find that a sensible rebalancing decision constitutes a technical breach. The advice is to be descriptive, not prescriptive — to orient the investor without boxing in the manager.
We keep the investment strategy vague enough that it can be dynamic and encompass a wide variety of underlyings — but specific enough that the investor knows what they're getting into.Matthew McShane, GenTwo
One structural feature is worth highlighting in isolation: the cash buffer. Every hybrid AMC holds some cash, primarily to cover redemptions and fees. Best practice, McShane says, is to keep as little as possible sitting uninvested — idle cash should be deployed into money market instruments or short-duration fixed income, generating some yield while private positions are being held or deployed.
07·03The regulatory position
A recurring theme in the session is the AMC's regulatory status — specifically, what it is not. An AMC is not a collective investment scheme under CISA. The certificate itself requires no FINMA authorization, no fund registration, and no ongoing regulatory reporting to a fund supervisor. That is the enabling condition for its speed and flexibility: from a signed agreement with GenTwo to a live Swiss ISIN, the typical timeline is four to six weeks. Every product issued on the GenTwo platform carries a Swiss ISIN and is eligible for clearing through SIX SIS, making it bookable in virtually any institutional custody system globally — and, notably, any AMC or CLN previously issued through GenTwo is itself a liquid, clearable asset, eligible to serve as an underlying in a new structure. For strategies under $100 million, the AMC structure can deliver cost savings of 60–70% versus an equivalent fund.
The PCC structure provides the primary investor protection mechanism. Each AMC is issued as a separate cell, and the assets and liabilities of each cell are legally ring-fenced from every other cell and from the PCC's general assets — structurally equivalent to a separate legal entity for each product. The documentation is explicit throughout: this is not a FINMA-regulated product and is only distributable to professional and institutional investors. Maintaining that position is an active exercise: the term sheet language is deliberately constructed to stay outside collective investment scheme territory, with regular input from legal counsel to ensure the structure remains within the regulatory perimeter.
07·04Private equity direct investments: the legal mechanics
Pierric Tsien takes the second part of the session, moving through the legal process of making a direct private equity investment through an AMC. The starting point is the transaction scenario. There are two: a primary investment, in which the target company issues new shares to the SPV and fresh capital flows directly into the business; and a secondary, in which the SPV acquires existing shares from one or several selling shareholders. Primary transactions suit situations where the company needs growth capital. Secondary transactions provide liquidity to exiting shareholders without diluting the cap table.
Each scenario generates a different documentation package. A primary investment requires a subscription agreement, an updated shareholders agreement, and amended articles of association. A secondary requires a share purchase agreement and typically an accession to the existing shareholders agreement. In both cases, additional documentation review is standard: a shareholder register and cap table, the articles of association, a business plan, bank details confirmation, and a tax memorandum. The share class being acquired matters beyond price — ordinary shares, preference shares, participation certificates, and the Series A, B, and C designations each carry different governance rights, liquidation preferences, and anti-dilution protections that need to be read carefully.
If the documentation is incomplete or inconsistent, it can create delays and sometimes signals concerns on the side of the target company that need to be addressed. Completeness at this stage saves significant time later.Pierric Tsien, GenTwo
07·05Where transactions run into trouble
Tsien's list of common transaction blockers is worth reading carefully. The items that most often delay or prevent a closing: unclear or contested title to shares; share capital that is not fully paid up; existing encumbrances; transfer restrictions requiring board or shareholder consent; pre-emption rights and rights of first refusal that need to be waived; ongoing litigation; pending regulatory approvals; unresolved tax liabilities or audits; and outstanding convertibles, warrants, or options that affect the cap table. Real estate and intellectual property held by the target company draw extra scrutiny — both require confirmed title, independent valuation, and in the case of IP, a review of ownership and licensing arrangements.
Identifying these early is critical, because they can significantly delay or even prevent a transaction from closing.Pierric Tsien, GenTwo
Finding these issues late is expensive. The goal is always to surface them before signing — and the discipline of a thorough documentation review at the outset, however painstaking, is the most reliable way to do it. The questions that come up most reliably in this territory, and the answers McShane and Tsien gave to them, are collected below.
07·06Sidebar: Eight questions — a structured reference
01Structure
Can an AMC hold private equity, private debt, and listed assets in the same wrapper?
Yes — and it is one of the AMC's most distinctive features. A hybrid structure can combine shareholder performance from private equity, income from private debt, and returns from listed equities, bonds, or ETFs, all within a single ISIN, all accessible to the same investor. No equivalent exists in other structures without significant additional regulatory overhead.
02Regulation
Do I need a regulatory licence to manage an AMC?
It depends on the strategy. If the AMC includes a liquid sleeve with discretionary daily management — a custodian account with a limited power of attorney — the manager needs an appropriate licence from their regulatory authority, whether FINMA, the FCA, or equivalent. If the AMC holds only private equity or private debt with no active daily trading element, no licence is required at all.
03Operations
How long does it take to add a new private asset after the AMC is already live?
Around ten business days if the documentation is clean and complete. More complex structures or incomplete documentation will take longer. New assets can always be added to a live AMC — building that flexibility into the term sheet at inception avoids the need for corporate actions later.
04Structure
Can the investment strategy be changed after the AMC launches?
Yes. If the change falls within the existing term sheet, it is a straightforward amendment. If it materially affects the product's risk profile, a corporate action notifying note holders is required. The process typically takes five to fifteen business days — far simpler and faster than a fund mandate change.
05Legal
What is the difference between a primary and secondary private equity investment?
A primary investment is a capital increase: the SPV subscribes for newly issued shares, injecting fresh capital directly into the company. A secondary is a share purchase from an existing shareholder: no new capital enters the business, but the seller receives liquidity. Each generates different documentation and carries different implications for the cap table.
06Legal
What are the most common transaction blockers in a private equity deal?
Unclear share title, unpaid share capital, existing encumbrances, transfer restrictions requiring consent, pre-emption rights needing waiver, ongoing litigation, pending regulatory approvals, unresolved tax liabilities, and outstanding convertibles or warrants affecting the cap table. Identifying these before signing is critical — finding them after is significantly more costly.
07Structure
What is a PCC and how does it protect investors?
A Protected Cell Company is a structure in which each product is housed in a separate, legally ring-fenced cell. The assets and liabilities of one cell are isolated from every other cell by statute — not just by contract. The performance or liabilities of one AMC cannot affect another within the same structure. For investors holding multiple products through the same issuing entity, that isolation is not incidental — it is the point.
08Operations
Is there a bid-ask spread on secondary market trades, or can I buy at NAV?
Primary market subscriptions — before the product is issued — are executed at NAV with no spread. In the secondary market, every trade carries a bid-ask spread of up to 1% under normal market conditions. The effective purchase or sale price in the secondary market is NAV plus or minus the spread, not NAV itself.