01
Legal
Securities Act §4(a)(6) compliance verified at each offering close. Reg CF aggregate exposure tracked per issuer. Legal opinion from WSGR required prior to any capital commitment exceeding $250K. No carve-outs.
Chapter 06 · The discipline
Risk is engineered. Not disclosed.
Each control below is a live operating gate — reviewed quarterly, enforced continuously, surfaced to counsel and the cohort committee before capital deploys. Investors see the same risk register the platform underwrites against, per the qualified Offering Circular.
01
Cohort capital subscribes only to the structural mandate of its own Offering Circular.
02
Capital stack ratios are filed and qualified before any subscription is accepted.
03
Sponsor equity sits last-loss per cohort waterfall.
04
Regulatory rails (Reg A+ Tier 2, FINRA broker-dealer, FDIC escrow) operate at the platform layer.
05
Risks specific to a cohort are itemized in the risk factors section of that cohort’s Offering Circular.
RISK ARCHITECTURE
Five Gates. No Exceptions.
Capital moves through AMP only after clearing five mandatory risk gates. Each gate carries a documented disposition threshold. A gate in amber halts deployment. A gate in red triggers LP notification within 24 hours.
02
Regulatory
AMP broker-dealer oversight active on every transaction. FINRA Rule 2111 suitability documentation maintained per investor. State blue-sky review completed where required. AML/KYC cleared before any subscription is accepted.
03
Operational
Fund administrator independence confirmed. Custody arrangements documented and audited. Capital calls issued only against committed, verified subscription agreements. Operational stress scenarios modeled annually against fund liquidity windows.
04
Counterparty
Issuer diligence follows a 47-point underwriting matrix. Board composition, cap table cleanliness, and prior round documentation reviewed in full. Relationships with founders assessed for alignment of interest before term sheet execution.
05
Concentration
No single position may exceed 15% of committed capital at cost. Sector concentration above 35% requires IC supermajority approval. Vintage-year layering enforced to prevent overexposure to any single market cycle.
GOVERNANCE LAYERS
Three Principals. Independent Authority.
AMP governance is not advisory. Each layer carries explicit decision rights and defined escalation triggers. No single principal can approve, override, or waive a risk gate unilaterally.
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01
AMP GP — Investment Committee
Final investment authority. IC approval required for all commitments. Quorum requires three of five voting members. Conflict-of-interest recusal enforced by written policy. Minutes maintained and available to LPs on request. Quarterly LP reporting issued no later than 45 days post-period-end.
-
02
AMP — FINRA-Registered Broker-Dealer Infrastructure
FINRA-registered BD oversight on all offering mechanics. Subscription agreement review, investor suitability confirmation, and escrow management handled independently of GP. The AMP broker-dealer infrastructure holds no equity interest in AMP portfolio companies, preserving structural independence on every transaction.
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03
Wilson Sonsini Goodrich & Rosati — Fund Counsel
WSGR engaged as outside securities counsel. Legal gate review on every new investment above threshold. Fund document integrity, offering memorandum accuracy, and regulatory correspondence reviewed prior to LP distribution. Counsel opinion filed in deal record.
“Three independent principals, zero unilateral authority. That is not a governance claim — it is the operating architecture.”
— AMP Investment Committee Charter, §4.2
RISK REGISTER · QUARTERLY REVIEW
Live Register. Quarterly Disposition.
The following table reflects the current risk register format issued to the IC and GP at each quarterly review. Status classifications — Green / Amber / Red — carry mandatory response protocols. This table is updated within 30 days of each quarter-end.
| Risk Item | Category | Likelihood | Impact | Current Status |
|---|---|---|---|---|
| Reg CF aggregate cap breach across issuers | Legal | Low | High | Green — monitored per offering |
| BD regulatory examination | Regulatory | Moderate | Moderate | Green — documentation current |
| Portfolio company down-round dilution | Counterparty | Moderate | High | Amber — three issuers under watch |
| Sector concentration — fintech above threshold | Concentration | Low | Moderate | Green — 28% current exposure |
| Liquidity mismatch at fund wind-down | Operational | Low | High | Green — modeled through 2031 |
FEE DISCLOSURE · FULL TRANSPARENCY
Every Line Item. No Ambiguity.
AMP publishes its complete fee structure in the offering memorandum and repeats it here without qualification. LPs should evaluate net-of-fee return projections accordingly. No fee is embedded, deferred, or obscured.
1.5%
Annual Management Fee on committed capital. Assessed quarterly. Covers GP operations, IC administration, and fund-level reporting.
10%
Carried Interest above a preferred-return hurdle defined in the qualified Offering Circular. No carry accrues until LP capital is returned in full plus hurdle. GP clawback provision applies.
0.5%
BD Transaction Fee assessed by AMP broker-dealer infrastructure on each offering close. Paid at settlement. Disclosed in subscription agreement and confirmed in investor receipt.
0.0%
Settlement fee to investor. All settlement processing costs are included within fund operations. No pass-through to LP at transaction close.
"Discipline without disclosure is performance theater.TM AMP publishes the register, the fees, and the gates — because the investors who belong here will read every line."
— AMP Investor Relations Protocol, §9.1