Reference
Definitions for the terms Noray Capital SA uses across AMC, ETP, CLN and Tracker Certificate issuance — from securitisation vehicles and compartments to ISINs, NAV, paying agents and CSDs.
An Actively Managed Certificate (AMC) is an ISIN-bearing structured product that wraps a discretionary investment strategy in a bankable security issued from a bankruptcy-remote SPV. Noray Capital SA coordinates AMC issuance across Luxembourg, Guernsey, Cayman and Switzerland.
Read the AMC guide →An Exchange-Traded Product (ETP) is an ISIN-bearing security that tracks an underlying asset, index or strategy and settles through standard clearing infrastructure. In European structured product markets, AMCs perform the same wrapper function.
ETP issuance overview →A Credit-Linked Note (CLN) is a debt security whose coupon and redemption depend on the credit performance of a defined reference — a single name, a basket or a portfolio. CLNs are used to package private credit, project finance and corporate credit exposure into an ISIN-bearing wrapper.
See CLN solutions →A Tracker Certificate is an ISIN-wrapped instrument that mirrors the net asset value (NAV) of an underlying fund, portfolio or benchmark on a 1:1 basis. Tracker Certificates are commonly used to make illiquid or non-bankable underlyings available in standard custody infrastructure.
Tracker Certificate solutions →A Special Purpose Vehicle (SPV) is a legal entity established to perform a narrowly defined function, typically issuing securities on a limited-recourse, bankruptcy-remote basis. Every AMC coordinated by Noray Capital SA is issued from an SPV compartment.
A compartment is a legally segregated pool of assets and liabilities inside a securitisation vehicle. Each compartment is ring-fenced from every other compartment of the same issuer, so investors in one compartment are not exposed to the risks of another.
See Luxembourg compartments →A Protected Cell Company (PCC) is a legal entity, used notably in Guernsey, that hosts multiple statutorily ring-fenced cells within a single company. Each cell has its own assets and liabilities protected from the creditors of every other cell and of the core.
Guernsey PCC guide →A cell is a statutorily ring-fenced compartment inside a Protected Cell Company. In a Guernsey PCC used for AMC issuance, each AMC is launched as a new cell with dedicated assets, liabilities and investors.
Guernsey cells →A Segregated Portfolio Company (SPC) is the Cayman Islands equivalent of a PCC — a single legal entity hosting multiple statutorily segregated portfolios, each ring-fenced from the others. SPCs are the offshore standard for institutional structured product issuance.
Cayman SPC guide →A Segregated Portfolio (SP) is a ring-fenced compartment of a Cayman SPC. Each SP holds its own assets, issues its own securities and is protected from the creditors of every other SP within the same SPC.
A securitisation vehicle is a legal entity created to issue securities backed by pools of assets or investment strategies, typically on a bankruptcy-remote, limited-recourse basis. Luxembourg securitisation undertakings are the archetypal EU-regulated securitisation vehicle used for AMC issuance.
Luxembourg SV guide →An ISIN is the 12-character international identifier assigned to a security so it can be booked, traded and settled through standard financial infrastructure. Every AMC, ETP, CLN and Tracker Certificate coordinated by Noray Capital SA carries a dedicated ISIN.
Net Asset Value (NAV) is the per-unit value of a certificate at a given valuation date, calculated as the value of the underlying assets minus fees and liabilities divided by the number of outstanding units. NAV is the reference used for subscriptions, redemptions and reporting.
The calculation agent is the entity responsible for computing NAV, valuations and any performance-linked amounts of a structured product in line with the term sheet. On the Noray platform, the calculation agent role may sit with Noray or with a licensed third party depending on the jurisdiction.
A paying agent is a regulated entity that processes subscriptions, redemptions and coupon payments for a structured product on behalf of the issuer. The paying agent is the interface between the SPV, the CSD and the investor's bank.
Paying agent explainer →A custodian is a regulated financial institution that holds securities on behalf of investors and settles transactions through the relevant central securities depositary. AMC investors typically hold Noray-coordinated certificates with their existing private bank as custodian.
Euroclear is one of two European international central securities depositaries and is the primary settlement infrastructure for Luxembourg-issued AMCs. Direct Euroclear-eligibility is what makes an AMC bookable in virtually every European private bank.
Clearstream is the other European international central securities depositary (alongside Euroclear) used for AMC and structured product settlement. Luxembourg-issued certificates typically settle across both Euroclear and Clearstream.
Delivery versus Payment (DVP) is a settlement mechanism where the transfer of a security and the corresponding cash payment occur simultaneously, eliminating principal risk. AMC subscriptions and redemptions coordinated by Noray Capital SA are executed on a DVP basis via the paying agent.
Bankruptcy remoteness means that the SPV issuing a structured product is legally insulated from the insolvency of its sponsor and from the liabilities of other compartments in the same vehicle. It is a core structural feature of AMCs, ETPs and CLNs.
A feeder structure is an issuance arrangement where a certificate feeds substantially all of its assets into a single underlying fund or portfolio. Feeder Tracker Certificates are commonly used to give private banking clients bankable access to institutional funds.
A white-label AMC is an Actively Managed Certificate issued from a third-party issuer's SPV compartment but branded and managed under the client's name. Noray Capital SA provides the SPV, ISIN, paying agent and administration so the client can launch under their own brand in 4–8 weeks.
White-Label AMC →A term sheet is the summary legal document describing the key economic and mechanical terms of a structured product: issuer, ISIN, underlying, fees, valuation frequency, subscription and redemption mechanics. It is the reference document for investors and banks.
A redemption is the process by which an investor exits a structured product by returning units to the issuer in exchange for cash calculated at the applicable NAV. Redemption terms — frequency, notice period, settlement lag — are set in the term sheet.
The secondary market is the market where a security trades between investors after its initial issuance. AMCs are typically transferred bilaterally between custodians through the CSD rather than on an exchange, unless specifically listed.
A qualified investor is an institutional or professional investor that meets criteria set by the relevant regulator (for example under FinSA in Switzerland or MiFID II in the EU) and can therefore access products not offered to retail clients. AMCs coordinated by Noray Capital SA are distributed to qualified investors only.
A professional investor is a client that possesses the experience, knowledge and expertise to make investment decisions and properly assess the associated risks, as defined by applicable financial regulation. Structured products such as AMCs and CLNs are typically restricted to professional investors.
A Key Information Document (KID) is the standardised disclosure document required under EU PRIIPs regulation for certain packaged retail and insurance-based products. Where an AMC is offered to investors that trigger PRIIPs, a KID is prepared alongside the term sheet.
A prospectus is the formal offering document approved by the relevant regulator for public offers of securities or admission to trading on a regulated market. For qualified-investor private placements, structured products can often rely on prospectus exemptions.
The Luxembourg Securitisation Law of 2004 (as amended) is the statute that governs Luxembourg securitisation undertakings and establishes the legal ring-fencing between compartments. It is the legal foundation for AMC and CLN issuance from Luxembourg.
Luxembourg jurisdiction guide →SIX SIS is the Swiss central securities depositary that settles Swiss-ISIN securities, including Swiss-issued structured products coordinated by Noray Capital SA. Foreign custodians access SIS-eligible certificates via Euroclear and Clearstream links.
Swiss jurisdiction guide →