INVESTMENT IN A PORTFOLIO OF DIVERSIFIED REAL ESTATE DEBT VIA AMC CERTIFICATE VS. SPV
Objective
To evaluate two commonly used investment vehicles—AMC (Actively Managed Certificate) and SPV (Special Purpose Vehicle)—for gaining exposure to a diversified portfolio of real estate debt.
Overview of the Investment Structures
|
Feature |
AMC Certificate |
SPV (Special Purpose Vehicle) |
|
Structure |
Bank-issued certificate registered on SIX representing a dynamic portfolio |
Legal entity (Ltd, LLP, etc.) holding specific assets |
|
Legal Form |
Separate legal entity; issued by a regulated Swiss entity |
Fully incorporated legal entity |
|
Regulation |
Swiss regulatory oversight |
Subject to local corporate, tax, and regulatory regimes |
|
Transparency |
Transparent through term sheet and NAV reporting |
Full control and transparency through legal and financial reporting |
|
Control |
Portfolio manager discretion within mandate |
Direct control by investors or manager |
|
Custody |
Assets in an SPV held by issuing bank or appointed custodian |
Assets held directly by the SPV |
|
Investment Horizon |
Flexible (can be evergreen) |
Usually finite, aligned with project lifecycle |
|
Exit Mechanism |
Option for Secondary market (if tradable) or redemption |
End of loan or transfer of shares/units |
|
Speed of Setup |
Immediate (typically faster) no need for KYC and AML |
1–3 months depending on complexity |
|
Cost Efficiency |
Lower upfront costs and ongoing admin |
Higher setup and maintenance costs (legals) |
|
Tax Considerations |
Issuer jurisdiction dependent; tax-transparent to investor and tax deferred |
Tax treatment varies; possible double taxation or exemptions based on structure and treaties. No deferral of tax. |
Diversified Real Estate Debt Investment
AMC Certificate Advantages:
- Speed to Market: Ideal for hassle free investing.
- Diversification: Easier to rebalance and actively manage a portfolio of multiple real estate debt positions.
- Access to Professional Investors: Can be listed or placed with qualified investors via private banks and platforms.
- Operational Simplicity: No need for standalone legal entity administration.
SPV Advantages:
- Direct Ownership & Control: Investors hold equity or notes in the SPV, giving stronger governance rights.
- Tailored Structuring: Suitable for bespoke or single-project real estate debt.
- Balance Sheet Isolation: True ring-fencing of assets and liabilities.
Summary
Invest in an AMC Certificate when:
- Speed, cost-efficiency, and portfolio agility are important.
- Tax efficiency.
- Evergreen structure.
Invest in an SPV when:
- You require granular investor control, legal segregation, or project-specific structuring.
- Large capital investment. (Legal onboarding costs for the investor)
- Time is not of essence. (Longer Process)
Conclusion
Both structures offer strategic benefits depending on the nature of the real estate debt exposure, investor profile, and operational requirements. For broadly diversified, actively managed portfolios, the AMC is generally more efficient. For single-project or high-control scenarios, the SPV remains the preferred route.
Transactions. This framework has been used in some of the largest Pan-European securitization transactions.
Tax Neutrality: Swiss AMC generally benefits from tax neutrality, making them an attractive option for issuers looking to minimize tax liabilities and defer tax.
Investor Protection: Swiss AMCs offer a high level of investor protection through the recognition of limited recourse, bankruptcy remoteness, and the segregation of assets. This ensures that investors' assets are protected in case of issuer default.
Regulatory Environment: Swiss AMC are supervised by SIX (Swiss Stock Exchange)
Marketability: Swiss AMC can issue securities with ISIN numbers and are listed on SIX, making them transferable securities. This enhances their marketability and allows for investment by custodian banks and other fund vehicles.
Key Differences
Regulatory Environment: Swiss AMCs are regulated by the Swiss Financial Market Supervisory Authority (FINMA whilst an SPV is a company with shareholders.
AMC Certificate is ideal for:
- Efficient investing
- Cost efficiency
- Ongoing portfolio rebalancing and tax deferral
- Access via banks/platforms
- Issues a NAV and will be reported as part of a portfolio.
- SPV is ideal for:
- Better investor control
- Legal segregation of assets
- Single or bespoke real estate debt deals
__________________________________________________________
Dan Dobry
Vice President PWFO
