Fund Share Securitization: Reach a Fund Through a Single Note.

Fund share securitization gives investors access to a fund through a security. The fund interest is taken up by a ring-fenced compartment inside a Luxembourg SPV, and the note it issues carries its own ISIN, so an investor can subscribe through their existing custodian instead of onboarding with the fund directly.

Reaching a fund normally means onboarding with it: its documentation, its minimum, its timetable. MTCM structures a feeder compartment inside one of its six Luxembourg SPVs, ring-fenced from every other deal, and the note issued from it carries an ISIN of its own. The compartment subscribes once; the investors hold a note. Distribution runs through the channels a wealth manager or private bank already uses. It is constituted under the Luxembourg Securitization Law of 22 March 2004, bankruptcy remote in both directions, and stays off the distributor’s balance sheet. The platform is advised by GSK Stockmann, and the audit falls to PwC and Atwell.

Own ISIN

Held in custody, transferred or listed like any other security.

Ring-fenced

Segregated by law from every other transaction on the platform.

Bankruptcy remote

Protection runs in both directions.

Off-balance sheet

The exposure leaves the originator’s balance sheet.

What Can Be Structured?

Single Fund Access

A compartment holding an interest in one identified fund.

Closed-End Fund Interests

Commitments to funds with a fixed term and a defined drawdown schedule.

Open-Ended Fund Interests

Interests in funds permitting ongoing subscription and redemption.

Private Markets Commitments

Limited partner commitments in private equity, debt or infrastructure funds.

Secondary Positions

Interests acquired from an existing holder before the fund’s term ends.

Sector or Regional Mandates

Access to funds with a defined sector or geographic focus.

Multi-Manager Allocations

A defined allocation across several identified funds, in one compartment.

Minimum Ticket Aggregation

Several investors reaching a fund minimum through a single compartment.

Currency-Adapted Access

Access to a fund denominated in a currency the investors do not hold.

Restricted Distribution Access

Access where the fund’s own distribution arrangements do not reach the investor’s market.

Frequently Asked Questions.

What is fund share securitization?

It gives investors access to a fund through a security. A feeder compartment inside a Luxembourg SPV, ring-fenced from every other deal, holds the fund interest and issues a note under its own ISIN, so an investor can subscribe through their existing custodian rather than onboarding with the fund directly.

A compartment that subscribes to a target fund and issues notes against that interest. It sits between the fund and the investors, so the fund receives one subscription and the investors hold a security their custodian recognises.

No. The note can only work within the terms of the underlying fund. If the fund is closed-ended, the compartment cannot create redemption that does not exist. What the note changes is how the position is held and transferred, not the fund’s own terms.

The originator or distributor identifies the target fund when the compartment is structured. There is no discretionary mandate: the compartment holds the interest it was set up to hold. MTCM structures and administers it and does not manage third-party capital.

Yes. The compartment subscribes once at the fund’s minimum, and issues notes in denominations sized for the intended investors. Each investor holds a note rather than a direct interest in the fund.

Wealth managers, external asset managers and private banks that want to give clients access to a fund through their existing channels, and fund managers seeking distribution through intermediaries without onboarding every end investor.

From Idea to Redemption.

  1. Idea. We map the target fund, its subscription terms and the investors the distributor intends to reach.
  2. Structuring. The compartment is designed: subscription mechanics, redemption windows, currency and note denomination.
  3. ISIN. The note is issued over the compartment and carries its own ISIN.
  4. Audits. The auditors of the compartment are PwC and Atwell, a Luxembourg audit firm, and the fund documentation and subscription terms are reviewed.
  5. Reporting. Periodic reporting to noteholders, aligned with the reporting the fund itself produces.
  6. Payments. Distributions the compartment receives from the fund are administered and passed on to noteholders.
  7. Redemption. When the fund interest is realised the note is repaid, and the compartment closes.
Interwoven lattice canopy seen from below — fund shares securitization

How the Structure Works.

Distributoror wealth managerSUBSCRIBESONCEMTCM LUXEMBOURG SPVOne of six. Each holds many compartments.Compartmentanother dealCompartmentholds this exposureown ISINring-fenced by lawCompartmentanother dealISSUESTHE NOTENoteholdersHeld in custody, like any securityTarget funddistributionsPAYMENTS REACH NOTEHOLDERS THROUGH THAT COMPARTMENT ONLYNothing crosses between compartments. Bankruptcy remote in either direction, off-balance sheet for the originator, with audit by PwC and Atwell.

Fund Unit or Feeder Note.

Subscribing to the fund directlyHolding a note from a compartment
OnboardingEach investor onboards with the fundThe compartment onboards once
Minimum ticketSet by the fundNote denomination set at structuring
CustodyDepends on whether the custodian holds fund unitsAn ISIN, held like any security
ReportingFrom the fund, to each investorFrom the compartment, aligned with the fund
RedemptionOn the fund’s own termsThrough the note terms, which reflect the fund’s terms

The compartment does not change the underlying fund’s terms. Redemption through the note can only work within what the fund itself permits.

What the Compartment Cannot Do?

  • It cannot give liquidity the underlying fund does not offer. A closed fund stays closed.
  • It cannot change the fund’s fees, its strategy or its reporting timetable.
  • It does not add a discretionary manager. The compartment holds the interest it was structured to hold.
  • It does not remove the need for the investor’s own suitability and eligibility checks.

Why Structure Fund Shares (Feeder) Through a Compartment?

  • One subscription, many holders. The compartment subscribes once; the notes reach investors through existing distribution channels.
  • Custody-eligible. The note carries an ISIN and settles through Clearstream or Euroclear where required, so the position sits on the client statement like any other security.
  • Onboarding once, not many times. Investors subscribe to the note rather than each completing the fund’s own onboarding.
  • Ring-fenced by law. Each fund interest stays in a compartment of its own, with no legal path to any other.
  • Denomination set at structuring. Notes can be sized so a fund minimum does not exclude the intended investors.

Talk to our structuring team.

80+ active compartments · €2.5 bn+ assets structured. Indicative platform figures.