This document establishes the governance framework for which fund documents AI agents (including Vira and any successor systems) and the General Partners may access, under what conditions, and with what restrictions.
MAKR uses AI agents to assist the Principals with research, due diligence, communications, and document preparation. AI access to fund documents creates operational leverage but also creates risk: data leakage, regulatory non-compliance, LP privacy violations, and hallucination-driven errors in sensitive contexts.
This constitution draws a clear line between what AI can touch and what stays human-only.
| Level | Definition | What AI Sees | What AI Does |
|---|---|---|---|
| FULL | AI has unrestricted access to the document's content | Complete text | Analyze, summarize, draft revisions, flag issues, prepare outputs |
| REDACTED | AI sees a version with sensitive fields removed (names, amounts, addresses, bank details, personal identifiers) | Structural content, clauses, terms framework -- not specific commercial figures, LP identities, or personal data | Analyze structure, flag clause issues, compare against templates, prepare frameworks |
| REFERENCE ONLY | AI knows the document exists, its purpose, and its general structure -- but does not see its contents | Document name, type, purpose description, and any publicly available summaries | Reference in context ("per the LPA, Section X governs distributions"), prepare questions for review by the Principals, flag when a document should be consulted |
| SUPPORT | AI contributes research and analysis from public sources. Does not access confidential inputs or author the final document. | Public-source research, prior AI-produced analysis, frameworks and templates | Research, analyze, prepare exhibits, draft sections from public data. The DD lead integrates AI inputs into the final document. |
| NO ACCESS | AI has no knowledge of the document's existence or contents beyond what is in this constitution | No access permitted | No access permitted |
| Document | Access Level | AI Can | AI Cannot |
|---|---|---|---|
| LPA | REDACTED | Governance analysis, clause review | LP names, commitment amounts, waterfall economics |
| PPM | REDACTED | Strategy reference, risk framework | Fee structures, Principals' bios in full |
| Investment Policy Statement | FULL | Screen opportunities, flag drift | Share externally, modify without approval |
| Subscription Documents | NO ACCESS | No access permitted | Access, process, or reference LP personal data, tax IDs, bank details, or commitment amounts |
| Side Letters | NO ACCESS | No access permitted | Access, process, or reference individual LP concessions, fee arrangements, or MFN terms |
| IC Memos | SUPPORT / REDACTED | Research exhibits, market/competition sections, data tables | Draft investment thesis or recommendation, author complete memos |
| DD Reports | SUPPORT | Market research, competitive analysis, sizing, frameworks | Access data rooms, draft complete reports, analyze confidential financials |
| Valuation Reports | REDACTED | Methodology analysis, comp research | Specific portfolio valuations |
| Term Sheets | REFERENCE ONLY | Market research, benchmarks | Specific economics |
| KYC/AML Files | NO ACCESS | No access permitted | Access identity documents, source of wealth data, PEP screening, or sanctions check results |
| Regulatory Filings | REDACTED | Draft submissions, track deadlines | Submit filings, store entity IDs |
| Tax Documents (LP) | NO ACCESS | No access permitted | Access LP tax IDs, withholding certificates, FATCA/CRS filings, or individual tax allocations |
| Tax Documents (Fund) | REFERENCE ONLY | Research tax implications | Access filings |
| Insurance Policies | REFERENCE ONLY | Reference existence | Coverage limits, premiums |
| LP Reports | REDACTED | Draft commentary, prepare charts | LP capital accounts, distributions |
| Capital Calls/Distributions | NO ACCESS | No access permitted | Access, draft, or process notices containing LP names, amounts, or wire instructions |
| Advisory Board Minutes | REDACTED | Governance pattern analysis | Named members, voting records |
| Board Minutes (GP) | REFERENCE ONLY | Prepare materials | Detailed deliberations |
| Service Provider Agreements | REDACTED | Understand operations, prepare RFPs | Fee structures, commercial terms |
| MAKR X Strategy | FULL | Research, proposals, frameworks | Client-specific terms |
| Legal Correspondence | NO ACCESS | No access permitted | Access privileged communications between the fund and legal counsel |
| Compliance Incident Reports | NO ACCESS | No access permitted | Access breach reports, SARs, or internal compliance investigations |
| SARs | NO ACCESS | No access permitted | Access, reference, or process suspicious activity reports (tipping-off prohibition applies) |
| Principals' Personal Financials | NO ACCESS | No access permitted | Access Principal capital commitments, net worth statements, or compensation details |
| Carry Calculations | NO ACCESS | No access permitted | Access carry amounts, clawback calculations, or profit share computations |
The foundational legal agreement between the General Partner and the LPs governing the fund's operations, economics, governance, and lifecycle. Defines capital commitments, distribution waterfalls, General Partner removal rights, key person provisions, investment restrictions.
Why REDACTED: The LPA contains the structural framework AI needs to understand fund governance (reporting obligations, investment restrictions, conflict provisions) but also contains LP-specific economics and personal commitments that are human-only. A redacted version strips LP names, specific commitment amounts, and negotiated economic terms while preserving the governance skeleton.
The offering document provided to prospective investors describing the fund's strategy, terms, risks, and the Principals' track record. Serves as the primary marketing and disclosure document.
Why REDACTED: The PPM contains the fund's investment thesis, strategy description, and risk factors -- all useful for AI to reference when preparing research, outreach, or DD materials. However, it also contains the Principals' personal backgrounds, track record details, and fee structures that should not be AI-accessible in full.
Internal document defining the fund's investment mandate: sectors, geographies, check sizes, concentration limits, co-investment policy, ESG criteria, exit timeline expectations.
Why FULL: The IPS is the AI's primary reference for evaluating whether a potential investment fits MAKR's mandate. It contains no personal data and no LP-specific information. Full access enables AI to screen opportunities accurately.
Legal forms completed by each LP to subscribe to the fund, including personal details, accreditation/qualification status, tax information, bank details, and capital commitment.
Why NO ACCESS: Subscription documents are the most personally sensitive documents in the fund. They contain full names, addresses, tax IDs, bank details, accredited investor certifications, and beneficial ownership declarations. DPJL and AML/CFT requirements make these strictly controlled. No AI system should process, view, or reference individual subscription data.
Bilateral agreements between the General Partner and individual LPs granting specific concessions: fee discounts, most-favored-nation rights, co-investment rights, reporting enhancements, opt-out rights.
Why NO ACCESS: Side letters contain the most commercially sensitive terms in the fund -- specific economic concessions tied to named LPs. They also frequently contain confidentiality clauses that prohibit disclosure to third parties, which would include AI systems operating on shared infrastructure. The combination of LP identity + negotiated commercial terms makes this strictly human-only.
Internal memoranda prepared for the investment committee summarizing a potential investment, including thesis, risks, valuation, terms, and recommendation.
Why SUPPORT / REDACTED: IC memos are prepared by the DD lead (a Principal or delegated person). AI supports the process through research and analysis but does not author the memo. Completed IC memos may contain commercially sensitive deal terms that should be redacted before AI access.
Comprehensive research reports on potential investments covering market analysis, competitive landscape, financial modeling, team assessment, technology evaluation, and risk factors.
Why SUPPORT: DD reports are led by the DD lead (a Principal or delegated person). AI supports the process through public-source research and analysis. AI does not have access to target company data rooms and therefore cannot draft complete DD reports. The DD lead integrates AI research with data room findings, reference calls, and proprietary analysis.
Periodic assessments of portfolio company fair market value, used for NAV calculations, LP reporting, and financial statements.
Why REDACTED: Valuation methodology and frameworks are useful for AI to understand and support. However, specific valuations tied to named portfolio companies contain commercially sensitive information that could affect deal dynamics if leaked. AI sees the methodology; the Principals see the numbers.
Non-binding summaries of proposed investment terms between MAKR and a target company.
Why REFERENCE ONLY: Term sheets contain specific commercial terms (valuation, ownership percentage, board seats, liquidation preferences) that are confidential between parties. AI should know a term sheet exists and its general context but not its specific economics.
Know Your Customer and Anti-Money Laundering documentation collected on LPs, including identity verification, source of wealth, source of funds, PEP screening, and sanctions checks.
Why NO ACCESS: KYC/AML files contain the most regulated personal data in the fund. The JFSC AML/CFT/CPF Handbook imposes strict handling requirements. The DPJL classifies much of this as special category data. Jersey's Money Laundering (Jersey) Order 2008 requires that these records be maintained with controlled access. AI systems on shared infrastructure cannot meet these requirements.
Submissions to the Jersey Financial Services Commission including fund registration, annual returns, outsourcing notifications, material change notifications, and compliance reports.
Why REDACTED: Regulatory filings contain structural information about the fund that AI can help prepare (annual returns, compliance checklists) but also contain registered office details, named officers, and regulatory reference numbers that should be handled carefully.
Tax returns, withholding certificates, FATCA/CRS reporting, tax opinions, and LP-specific tax allocations.
Why: LP tax documents contain personal financial information protected by both DPJL and tax confidentiality obligations. Fund-level tax structure (e.g., Jersey LP exempt status) is reference-worthy but the underlying filings are not AI-appropriate.
Directors and Officers liability, Errors and Omissions, and Cyber insurance policies covering the General Partner and fund operations.
Why REFERENCE ONLY: Insurance policies contain coverage limits, exclusions, and premium details that are commercially sensitive. AI should know what coverage exists but not the specifics.
Periodic reports sent to LPs covering fund performance, portfolio updates, market commentary, and General Partner activity.
Why REDACTED: LP reports contain portfolio-level performance data that AI can help prepare, but also contain LP-specific capital account information and individual distribution data that is personal.
Formal notices to LPs requesting capital contributions or distributing proceeds.
Why NO ACCESS: These contain LP names, specific amounts, bank details, and wire instructions. Entirely personal and financial.
Minutes from Advisory Board (LPAC) meetings covering conflicts review, valuation approval, expense review, and General Partner activity oversight.
Why REDACTED: Advisory board minutes contain governance decisions AI should understand (conflict approvals, policy changes) but also contain named individuals and their specific comments or votes.
Minutes from General Partner entity board meetings covering fund strategy, key decisions, personnel, and operational matters.
Why REFERENCE ONLY: Board minutes contain strategic decisions and personnel discussions that are sensitive. AI should know decisions were made and their general direction, but detailed deliberations are human-only.
Contracts with administrators, auditors, legal counsel, custodians, and other service providers.
Why REDACTED: These contain fee structures and commercial terms between parties (human-only per the Principals' directive) but also contain scope-of-service descriptions useful for AI to understand the fund's operational infrastructure.
Documents relating to MAKR's commercial arm, the technology orchestrator for smart projects. Includes client proposals, engagement letters, portfolio company embedding agreements.
Why FULL / REDACTED: MAKR X strategy and research directly supports AI DD and advisory work. Client-specific commercial terms follow the same human-only principle as other deal terms.
Beyond the confirmed restrictions (LP personal data, bank details, deal terms), the following additional restrictions are recommended:
The Principals' capital commitments, personal guarantees, personal net worth statements, and compensation details should be NO ACCESS. These are personal to the Principals and have no AI utility.
Specific carry amounts, clawback calculations, and General Partner profit share computations involve both personal economics and LP-specific data. NO ACCESS.
Privileged communications between the fund and its legal counsel should be NO ACCESS. Attorney-client privilege may not survive AI processing on shared infrastructure, and the JFSC could compel disclosure of non-privileged materials.
Reports of regulatory breaches, suspicious activity reports (SARs), and internal compliance investigations should be NO ACCESS. SARs in particular are subject to strict tipping-off prohibitions under the Proceeds of Crime (Jersey) Law 1999.
Records of individual LP communications, complaints, and special requests should be NO ACCESS to protect LP identity and relationship dynamics.
Per existing protocol: AI reads sensitive documents, takes notes in working memory, deletes the source file immediately, and works from notes only. This applies to all FULL and REDACTED documents.
AI agents must not email, upload, or transmit fund documents to any address or service not explicitly authorized by a Principal.
The current AiCIV container is accessible to infrastructure developers with root access. No document classified above REFERENCE ONLY should be stored as a persistent file on this system.
All AI interactions with fund documents should be logged (document accessed, timestamp, purpose, output generated). This supports JFSC outsourcing oversight requirements.
Every AI-generated document that references fund information must be reviewed and approved by a Principal before distribution. AI recommends, humans decide.
AI recommends, humans decide. No AI output constitutes a fund decision. All investment recommendations, LP communications, regulatory filings, and capital movements require Principal approval.
No external contact without authorization. AI agents must not contact LPs, portfolio companies, service providers, regulators, or any third party without explicit direction from the Principals for that specific communication.
No file persistence for sensitive data. Read, note, delete. Working memory only. No stored copies of fund documents on shared infrastructure.
No hallucinated facts in fund context. AI must clearly distinguish between researched facts (with sources) and analytical inferences. When uncertain, AI must flag uncertainty explicitly rather than present assumptions as fact.
No autonomous transactions. AI must not initiate, approve, or process any financial transaction, capital movement, or binding commitment.
All document access must align with the classification in Section 3.
When accessing REDACTED documents, AI must confirm which fields have been redacted and must not attempt to infer redacted content from other sources.
AI-generated outputs referencing fund documents must cite the source document and section.
Draft documents prepared by AI must be watermarked as "AI-PREPARED -- PRINCIPAL REVIEW REQUIRED" until approved.
Fund information must not cross entity boundaries. MAKR data stays in MAKR context. PureBrain data stays in PureBrain context. No mixing.
AI must not use fund information from one portfolio company when analyzing another, unless a Principal explicitly authorizes cross-reference.
All AI outputs are confidential to MAKR unless a Principal authorizes external distribution.
AI must immediately escalate to a Principal when:
MAKR Venture Fund is domiciled in Jersey, Channel Islands. The following regulatory frameworks govern AI agent access to fund documents and AI-assisted fund operations.
The DPJL mirrors GDPR and imposes the following obligations relevant to AI access:
The JFSC treats AI tools used in regulated fund activities as potentially falling under its Outsourcing Policy. Key requirements:
The JFSC AML/CFT/CPF Handbook imposes strict requirements on KYC/CDD processing:
The JFSC updated its AIF Code of Practice effective April 16, 2026 to align with EU AIFMD II. While MAKR's specific fund structure determines which code applies, the updated codes emphasize:
AI governance should be documented as part of the fund's broader risk management framework.
This constitution must be reviewed:
| Version | Date | Change | Approved By |
|---|---|---|---|
| 1.0 | Current | Initial constitution | Pending approval by the Principals |
This constitution was informed by: