Each cohort’s capital is layered on a documented waterfall: 60% LP institutional, 25% AMP cohort retail, 15% sponsor co-investment. Tranches disclosed, priority earned against the risk absorbed, sponsor capital aligned to the same waterfall the cohort retail subscribes under. Codified in every qualified Offering Circular.
“Alignment is not a marketing term. It is a contractual position. AMP sits in the mezzanine — we do not collect fees until Tier I is satisfied and Tier III has cleared its contractual baseline, as defined in the qualified Offering Circular.”
— AMP Structural Mandate, Standing Order §71
3-LAYER DETAIL — TRANCHE TERMS
01
Institutional Anchor — 60%
Capital Share: Sixty percent of total deployed capital. Senior lien position across all underlying assets.
Risk Profile: Lowest volatility exposure. Capital protected to the extent of senior collateral coverage. Drawdown scenarios require full Tier II and Tier III impairment before Tier I principal is at risk.
Thesis: Institutional capital provides scale and credibility. Its conservative return expectation enables AMP to offer higher relative upside to lower tranches without structural compromise. Anchor capital is a feature, not a concession.
02
AMP Co-Invest — 15%
Capital Share: Fifteen percent of total deployed capital. Mezzanine position, subordinate to institutional anchor, senior to Main Street tranche.
Binding Terms: No management fee extraction until the Tier III baseline, defined in the qualified Offering Circular, is cleared. GP promote only activates at Tier IV waterfall. AMP’s capital is locked co-terminus with participant capital — no early exit provision.
Risk Profile: Moderate. Mezzanine exposure absorbs losses after Main Street tranche is fully impaired but before institutional anchor is touched. This position is held by design — skin in the game is structural doctrine, not optics.
Thesis: Co-investment at the mezzanine layer eliminates the classic GP/LP misalignment. AMP profits when participants profit. The 15% position is sized to be meaningful, not nominal.
03
Main Street Tranche — 25%
Capital Share: Twenty-five percent of total deployed capital. First-loss position bearing first-dollar absorption in distress scenarios, in exchange for highest proportional upside participation and a contractual baseline, defined in the qualified Offering Circular, prior to GP promote.
Binding Terms: The contractual baseline return, defined in the qualified Offering Circular, is protected in waterfall step three. Tier uplift participation begins at step four. Residual GP promote cannot be drawn until Main Street clearing is confirmed and documented.
Risk Profile: Highest relative volatility within the stack. In a distress scenario, Tier III absorbs first-dollar loss. This is disclosed, priced, and offset by the highest proportional upside participation in the tier uplift and residual stages.
Thesis: Main Street capital deserves institutional-grade documentation and honest risk disclosure — not retail packaging designed to obscure subordination. AMPTM treats Tier III participants as sophisticated counterparties. The upside is real. So is the risk.
WATERFALL — 5-STEP DISTRIBUTION SEQUENCE
01
Gross Revenue Recognition
All revenue generated by underlying AMP assets is aggregated at the vehicle level. No preferential allocation occurs at this stage. Full gross figure is documented and auditable before any distribution event is triggered.
02
Operational Fees & Verified Expenses
Documented operational costs, verified third-party fees, and fund administration expenses are deducted from gross revenue. No discretionary GP fees are extracted at this stage. Net distributable income is established as the residual figure.
03
Baseline — Main Street Tranche Priority
From net distributable income, the annualized baseline return, defined in the qualified Offering Circular, is satisfied to Tier III Main Street participants in full before any other discretionary distribution. This step does not proceed to step four until Tier III baseline is cleared and confirmed. No exceptions under AMP structural mandate.
04
Tier Uplift — Pro-Rata Participation
Remaining distributable income above the baseline is allocated across tranches on a documented tier-uplift schedule. Institutional anchor receives its contracted coupon entitlement. AMP mezzanine receives its co-invest return. Main Street Tranche receives its proportional uplift above baseline. All three tranches participate in this step before GP promote is calculated.
05
Residual to GP — Promote on Verified Surplus
Only after steps one through four are fully satisfied does AMP access the GP promote. The residual is calculated on verified surplus only — not on projected returns, not on unrealized gains. Promote is earned, documented, and distributed on the same audit cycle as participant distributions. Stack Precision.TM
5-StepSequential waterfall — no step skipped, no discretion at the GP level until all prior obligations clear
ACCESS THE STACK — AMP PARTICIPANT ENTRY
60%Institutional Anchor — Senior Tranche
15%AMP Co-Invest — Mezzanine
25%Main Street Tranche — First-Loss with Contractual Baseline per the OC
“The stack is not a pitch deck. It is a binding document. Every line is enforceable. Every term is disclosed. If you are reading this, you are already operating at a different level of transparency than most vehicles will ever offer.”