[sheet: Entity Formation Tracker]

Item No.	Entity	Full Legal Name	Entity Type	Jurisdiction	Action Item	Description / Details	Responsible Party	Target Date	Completion Date	Status	Notes
1	CLSO Fund I	Cobalt Life Sciences Opportunities Fund I, LP	Limited Partnership	Delaware	File Certificate of Limited Partnership	File Certificate of Limited Partnership with Delaware Secretary of State; General Partner: Cobalt Life Sciences GP I, LLC	Theresa Kim / Owen Fischer	2026-08-15	Not Started	Filing fee ~$200; expedited filing recommended
2	CLSO Fund I	Cobalt Life Sciences Opportunities Fund I, LP	Limited Partnership	Delaware	Engage Registered Agent	Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801	Owen Fischer	2026-08-15	Not Started	Coordinate with Hollowell Technologies for all three entities
3	CLSO Fund I	Cobalt Life Sciences Opportunities Fund I, LP	Limited Partnership	Delaware	Obtain EIN	Apply for Employer Identification Number with IRS (Form SS-4)	Owen Fischer	2026-08-20	Not Started	EIN to be obtained; needed prior to bank account opening
4	CLSO GP	Cobalt Life Sciences GP I, LLC	Limited Liability Company	Delaware	File Certificate of Formation	File Certificate of Formation with Delaware Secretary of State	Theresa Kim / Owen Fischer	2026-08-01	Not Started	GP entity should be formed before Fund LP filing
5	CLSO GP	Cobalt Life Sciences GP I, LLC	Limited Liability Company	Delaware	Engage Registered Agent	Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801	Owen Fischer	2026-08-01	Not Started	Same registered agent as Fund LP
6	CLSO GP	Cobalt Life Sciences GP I, LLC	Limited Liability Company	Delaware	Obtain EIN	Apply for Employer Identification Number with IRS (Form SS-4)	Owen Fischer	2026-08-05	Not Started	EIN to be obtained
7	CLSO GP	Cobalt Life Sciences GP I, LLC	Limited Liability Company	Delaware	Execute LLC Agreement	Finalize and execute Limited Liability Company Agreement; Managing Members: Dr. Marcus Yeung and Priya Dasgupta; carried interest allocation: Dr. Marcus Yeung 55%, Priya Dasgupta 35%, Alan Whitford 10%	Theresa Kim	2026-09-01	Not Started	Coordinate with principals for signature
8	CLSO Management	Cobalt Life Sciences Management I, LLC	Limited Liability Company	Delaware	File Certificate of Formation	File Certificate of Formation with Delaware Secretary of State	Theresa Kim / Owen Fischer	2026-08-01	Not Started	Management Company entity
9	CLSO Management	Cobalt Life Sciences Management I, LLC	Limited Liability Company	Delaware	Engage Registered Agent	Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801	Owen Fischer	2026-08-01	Not Started	Same registered agent
10	CLSO Management	Cobalt Life Sciences Management I, LLC	Limited Liability Company	Delaware	Obtain EIN	Apply for Employer Identification Number with IRS (Form SS-4)	Owen Fischer	2026-08-05	Not Started	EIN to be obtained
11	CLSO Management	Cobalt Life Sciences Management I, LLC	Limited Liability Company	Delaware	Execute LLC Agreement	Finalize and execute Management Company LLC Agreement; addresses management fee receipt, organizational expense cap ($1,500,000 fund-level; excess borne by Management Company), fee offset mechanics (100% placement fee offset, 80% transaction/monitoring fee offset)	Theresa Kim	2026-09-01	Not Started
12	Blocker Corp	Cobalt Life Sciences Opportunities Fund I (Blocker), Inc.	C-Corporation	Delaware	File Certificate of Incorporation (if needed)	Form blocker corporation if required for taxable blocker structures (e.g., Pinnacle Insurance Group, potentially Northgate Endowment); coordinate with Greystone Tax Advisors LLC (Kenneth Liu)	Theresa Kim / Leonard Cross	2026-10-01	Not Started	Formation contingent on investor requirements; monitor during subscription process
13	Blocker Corp	Cobalt Life Sciences Opportunities Fund I (Blocker), Inc.	C-Corporation	Delaware	Obtain EIN (if formed)	Apply for EIN if blocker Corp is formed	Owen Fischer	2026-10-05	Not Started	Contingent on Item 12
14	All Entities	—	—	California	Foreign Qualification Filings	Register CLSO GP I, LLC and CLSO Management I, LLC as foreign entities in California (Cobalt HQ: 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025); CA SOS filings	Owen Fischer	2026-09-15	Not Started	Review state nexus analysis with Greystone Tax Advisors
15	Blocker Corp	Cobalt Life Sciences Opportunities Fund I (Blocker), Inc.	C-Corporation	Delaware	Engage Registered Agent (if formed)	Engage Hollowell Technologies as registered agent for blocker Corp; address: 1209 Orange Street, Wilmington, DE 19801	Owen Fischer	2026-10-01	Not Started	Contingent on Item 12; same registered agent as other entities
16	CLSO Fund I	Cobalt Life Sciences Opportunities Fund I, LP	Limited Partnership	Delaware	Confirm Good Standing Certificate	Obtain Certificate of Good Standing from Delaware Secretary of State for Fund LP entity prior to first close	Owen Fischer	2026-11-01	Not Started	May be required by fund administrator and banking counterparty

[sheet: Closing Checklist]

Item No.	Category	Action Item	Description / Details	Responsible Party	Counterparty / Contact	Target Date	Completion Date	Status	Priority	Notes
1	Fund Documents	Finalize Limited Partnership Agreement	Complete first draft LPA for CLSO Fund I, LP; incorporate all economic terms: target $750M, hard cap $1B, 2% management fee, 20% carry over 8% pref return, 100% GP catch-up, 30% carry escrow, 15% recycling allowance ($112.5M at target), 15% concentration limit ($112.5M per investment), $500K broken-deal cap, key person (Dr. Marcus Yeung & Priya Dasgupta), LPAC (min 3, max 7 members), 5-year investment period, 10-year fund term + two 1-year extensions	Theresa Kim / Pamela Cross	Cobalt principals	2026-05-31	Not Started	Critical	First draft target May 31, 2026; circulate to principals for comment
2	Fund Documents	Finalize GP LLC Agreement	Execute LLC Agreement for Cobalt Life Sciences GP I, LLC; carry allocation: Yeung 55%, Dasgupta 35%, Whitford 10%; GP commitment min 2% of aggregate commitments ($15M at $750M target)	Theresa Kim	Dr. Marcus Yeung, Priya Dasgupta, Alan Whitford	2026-09-01	Not Started	Critical
3	Fund Documents	Finalize Management Company LLC Agreement	Execute LLC Agreement for Cobalt Life Sciences Management I, LLC; management fee receipt, org expense cap, fee offset provisions	Theresa Kim	Dr. Marcus Yeung, Priya Dasgupta	2026-09-01	Not Started	Critical
4	Fund Documents	Finalize Subscription Agreement (Form)	Complete form subscription agreement and investor questionnaire; accredited investor, qualified purchaser, ERISA, OFAC/AML reps, power of attorney, indemnification	Owen Fischer / Theresa Kim	—	2026-09-15	Not Started	Critical	Blank form to be distributed to prospective LPs
5	Fund Documents	Finalize Side Letter Templates	Prepare side letter templates for anchor investors; coordinate MFN cascade mechanics	Owen Fischer / Theresa Kim	—	2026-09-15	Not Started	High	Tiered approach based on commitment size
6	Disclosure	Finalize Private Placement Memorandum	Complete PPM including summary of terms, risk factors, investment strategy, GP/principal bios, tax considerations, regulatory disclosures; coordinate tax sections with Leonard Cross and regulatory sections with Fielding & O'Hara PLLC (Brian Liddell)	Theresa Kim / Pamela Cross	Leonard Cross; Fielding & O'Hara PLLC	2026-06-30	Not Started	Critical	First draft target June 30, 2026
7	Placement Agent	Execute Placement Agent Agreement	Exclusive global placement agent agreement with sagebrush Capital Partners LLC (CRD No. 298714); 1.50% fee on sourced third-party commitments; 100% offset against management fee; $150,000 retainer credited against earned fees; 24-month tail; New York governing law	Theresa Kim / Pamela Cross	Jonathan Mercer (Sagebrush); Sara Phan (Ashworth & Lyle LLP)	2026-07-15	Not Started	Critical	Ashworth & Lyle LLP representing sagebrush; address: 200 Park Avenue, 30th Floor, New York, NY 10166
8	Placement Agent	Confirm sagebrush Regulatory Compliance	Verify current SEC broker-dealer registration, CRD No. 298714; confirm FINRA good standing; obtain regulatory representations	Owen Fischer	Jonathan Mercer (Sagebrush)	2026-07-15	Not Started	High
9	Service Providers	Execute Fund Administration Agreement	Engage Halcyon Fund Services, Inc. for NAV calculations, capital call/distribution processing, investor reporting, AML/KYC screening	Owen Fischer	Thomas Varga, Halcyon Fund Services, Inc., 1735 Market Street, Suite 2200, Philadelphia, PA 19103	2026-09-30	Not Started	High
10	Service Providers	Execute Audit Engagement Letter	Engage Whitfield & Pratt LLP as independent auditor for annual financial statements of CLSO Fund I	Owen Fischer	Maria Sandoval, Whitfield & Pratt LLP, 155 North Wacker Drive, Suite 4400, Chicago, IL 60606	2026-09-30	Not Started	High	PCAOB-registered
11	Service Providers	Bind D&O / E&O Insurance	Coordinate D&O/E&O insurance placement through Vantage Risk Advisors, Inc.	Owen Fischer	Laura Benton, Vantage Risk Advisors, Inc., 30 Hudson Yards, Suite 6100, New York, NY 10001	2026-10-15	Not Started	High	Policy must be bound prior to first close
12	Service Providers	Confirm Tax Advisor Engagement	Confirm ongoing engagement of Greystone Tax Advisors LLC for UBTI/ECI planning, IRC §1061 carried interest compliance, state tax nexus analysis	Leonard Cross	Kenneth Liu, Greystone Tax Advisors LLC, 44 Montgomery Street, Suite 3100, San Francisco, CA 94104	2026-08-01	Not Started	Medium	Structure memo & tax analysis target: April 30, 2026
13	Service Providers	Confirm Regulatory Counsel Engagement	Confirm coordination with Fielding & O'Hara PLLC on Advisers Act compliance, Form ADV amendments, ERA status (SEC File No. 802-11934)	Pamela Cross	Brian Liddell, Fielding & O'Hara PLLC, 1625 Eye Street NW, Suite 900, Washington, DC 20006	2026-08-01	Not Started	Medium
14	Banking	Open Fund Bank Accounts	Open operating and capital call/distribution accounts for CLSO Fund I, LP at Ridgeway National Bank, N.A.; requires EINs for all entities	Owen Fischer	Steven Cho, VP – Fund Banking, Ridgeway National Bank, N.A., 383 Madison Avenue, New York, NY 10179	2026-10-01	Not Started	Critical	Cannot proceed until EINs obtained; coordinate with fund administrator
15	Banking	Open GP & Management Company Bank Accounts	Open operating accounts for CLSO GP I, LLC and CLSO Management I, LLC at Ridgeway National Bank, N.A.	Owen Fischer	Steven Cho, Ridgeway National Bank, N.A.	2026-10-01	Not Started	High
16	Regulatory Filings	File SEC Form D	File Form D with SEC under Regulation D (Rule 506(b) or 506(c)) within 15 days of first sale of securities	Owen Fischer	—	2026-11-30	Not Started	Critical	Due within 15 days of first close (November 15, 2026)
17	Regulatory Filings	Blue Sky / State Notice Filings	File state notice filings in jurisdictions where LPs are located; coordinate with Fielding & O'Hara PLLC for state-specific requirements	Owen Fischer	Fielding & O'Hara PLLC (Brian Liddell)	2026-12-15	Not Started	High	Timing varies by state; begin identifying required states based on investor base
18	Regulatory Filings	Form ADV Amendment	Assess whether Cobalt's Exempt Reporting Adviser (ERA) status under Advisers Act §203(m) remains appropriate or if transition to full SEC registration required upon new fund launch; amend Form ADV as needed	Pamela Cross / Owen Fischer	Fielding & O'Hara PLLC (Brian Liddell)	2026-10-15	Not Started	High	Current SEC File No. 802-11934
19	Regulatory Filings	ERISA / VCOC Compliance	Monitor plan asset percentage; elect VCOC status under DOL Reg. §2510.3-101(d) if ERISA plan assets ≥ 25% of any class; ensure VCOC operating criteria built into LPA and investment program	Theresa Kim / Leonard Cross	Greystone Tax Advisors LLC	2026-11-01	Not Started	High	Ironwood PERS is a state pension fund (generally exempt from ERISA); Northgate may have ERISA-subject assets; monitor threshold
20	Investor Subscriptions	Distribute Subscription Documents to Anchor Investors	Send PPM, LPA, subscription agreement, and side letters to Ironwood PERS ($100M anticipated), Northgate Endowment Management ($50M anticipated), and Pinnacle Insurance Group ($75M anticipated); total anticipated anchor commitments: $225M	Theresa Kim / Owen Fischer	Helen Tsao (Ironwood PERS); David Park (Northgate); Rachel Stein (Pinnacle)	2026-08-01	Not Started	Critical	Marketing commencement target: August 1, 2026
21	Investor Subscriptions	Ironwood PERS Subscription & Side Letter	Collect executed subscription agreement and negotiate side letter: MFN side letter, advisory committee seat, co-investment rights at no fee/no carry, annual in-person reporting; anticipated commitment $100,000,000; Investment Committee approval tentatively June 2026	Theresa Kim	Helen Tsao, Ironwood PERS, 900 Capitol Way NE, Suite 400, Salem, OR 97301	2026-11-01	Not Started	Critical	Largest anticipated anchor; IC approval timing critical path
22	Investor Subscriptions	Northgate Endowment Subscription & Side Letter	Collect executed subscription agreement and negotiate side letter: ERISA-compliant carve-out structure, co-invest rights, annual detailed portfolio analytics; anticipated commitment $50,000,000	Theresa Kim	David Park, Northgate Endowment Management LLC, 77 Brattle Street, 4th Floor, Cambridge, MA 02138	2026-11-01	Not Started	Critical
23	Investor Subscriptions	Pinnacle Insurance Group Subscription & Side Letter	Collect executed subscription agreement and negotiate side letter: insurance regulatory compliance provisions, blocker entity access for tax-exempt structures, quarterly NAV statements; anticipated commitment $75,000,000	Theresa Kim	Rachel Stein, Pinnacle Insurance Group, Inc., 500 Asylum Avenue, Hartford, CT 06103	2026-11-01	Not Started	Critical	Coordinate blocker formation (Item 12 on Entity Formation Tracker) if needed
24	Investor Subscriptions	Collect All LP Subscription Agreements	Collect executed subscription agreements and investor questionnaires from all subscribing LPs (anchor and non-anchor); verify accredited investor / qualified purchaser status	Owen Fischer	All subscribing LPs	2026-11-10	Not Started	Critical	First close minimum: $250,000,000

25	AML / KYC	Complete AML/KYC Screening – All LPs	Coordinate with Halcyon Fund Services, Inc. to complete AML/KYC screening and OFAC checks on all subscribing LPs prior to first close acceptance	Owen Fischer	Thomas Varga (Halcyon Fund Services)	2026-11-10	Not Started	Critical	No LP may be admitted without cleared AML/KYC
26	Capital Call	Prepare First Close Capital Call Notice	Prepare and distribute capital call notice to admitted LPs for first close; specify wire instructions to Ridgeway National Bank, N.A. fund account; specify call amount and payment deadline	Theresa Kim / Owen Fischer	All first close LPs	2026-11-01	Not Started	Critical	Typically 10–15 business days advance notice; coordinate with fund administrator
27	Capital Call	Confirm Receipt of LP Capital Contributions	Verify receipt of all called capital from first close LPs into CLSO Fund I account at Ridgeway National Bank, N.A.	Owen Fischer	Steven Cho (Ridgeway National Bank)	2026-11-15	Not Started	Critical	Must be received by first close date
28	Funds Flow	Prepare Funds Flow Memorandum	Prepare detailed funds flow memorandum for first close showing: LP contributions received, GP commitment funded ($15M at target × pro rata for first close), management fee commencement, placement fee payment to sagebrush (1.50% of sagebrush-sourced commitments), and initial operating expense reserves	Theresa Kim	Halcyon Fund Services; Ridgeway National Bank	2026-11-10	Not Started	Critical
29	Funds Flow	Pay sagebrush Placement Fee at First Close	Calculate and pay placement fee to sagebrush Capital Partners LLC at first close: 1.50% of third-party commitments sourced by sagebrush, less $150,000 retainer credit; 100% offset against management fee	Owen Fischer	Jonathan Mercer (Sagebrush)	2026-11-15	Not Started	High	Retainer of $150,000 previously paid; credited against earned fees
30	GP Commitment	Fund GP Commitment at First Close	Cobalt Life Sciences GP I, LLC to fund pro rata share of GP commitment at first close; minimum 2% of aggregate commitments; at $750M target = $15,000,000 total GP commitment	Theresa Kim	Dr. Marcus Yeung, Priya Dasgupta	2026-11-15	Not Started	Critical	Pro rata based on first close aggregate commitments
31	Closing Deliverables	Prepare Closing Certificate	General Partner to deliver closing certificate confirming satisfaction of all conditions to first close	Theresa Kim	Cobalt Life Sciences GP I, LLC	2026-11-15	Not Started	Critical
32	Closing Deliverables	Prepare Investor Admission Ledger	Prepare schedule of admitted LPs, commitment amounts, and capital account opening balances as of first close	Owen Fischer	Halcyon Fund Services	2026-11-15	Not Started	Critical
33	Closing Deliverables	Circulate Executed LPA and Side Letters	Distribute fully executed copies of LPA and applicable side letters to all admitted LPs	Owen Fischer	All first close LPs	2026-11-20	Not Started	High
34	Post-Close	File Form D (Post-Close)	File Form D with SEC within 15 days of first close; file amendments following subsequent closings through Final Close (target May 15, 2027)	Owen Fischer	—	2026-11-30	Not Started	Critical
35	Post-Close	Send First Close Confirmation to LPs	Send written confirmation of first close, including aggregate commitments, LP admission, and investment period commencement	Theresa Kim	All first close LPs	2026-11-20	Not Started	High
36	Post-Close	Constitute LPAC	Identify and formally appoint initial LPAC members (minimum 3, maximum 7) from first close LPs; prepare LPAC charter and consent framework	Theresa Kim	First close anchor LPs	2026-12-01	Not Started	High	Ironwood PERS anticipated to hold advisory committee seat per side letter
37	Post-Close	Blue Sky / State Notice Filings (Post-Close)	Complete state notice filings in all jurisdictions where admitted LPs are located; deadlines vary by state	Owen Fischer	Fielding & O'Hara PLLC (Brian Liddell)	2026-12-15	Not Started	High	Identify required states based on final LP roster
38	Post-Close	Coordinate Subsequent Close Timeline	Establish timeline and procedures for subsequent closings through Final Close target of May 15, 2027; prepare equalization interest calculations for subsequent close LPs	Theresa Kim / Owen Fischer	Halcyon Fund Services	2026-12-15	Not Started	Medium	Remaining to raise after first close: $750M target − first close commitments
39	Post-Close	Deliver Good Standing Certificates to Fund Admin	Provide certified copies of formation documents and good standing certificates for all entities to Halcyon Fund Services and Ridgeway National Bank	Owen Fischer	Halcyon Fund Services; Ridgeway National Bank	2026-11-20	Not Started	Medium
40	Post-Close	Commence Investment Period Activities	Following first close, commence 5-year investment period; begin pipeline review and investment due diligence for initial portfolio investments	Dr. Marcus Yeung / Priya Dasgupta	Cobalt investment team	2026-11-15	Not Started	Medium	Investment period runs 5 years from first close

[sheet: Key Dates & Milestones]

Milestone	Target Date	Actual Date	Status	Owner	Dependencies / Notes
Engagement Opened (Prospective)	2026-03-20	2026-03-20	Complete	Pamela Cross	C&H Matter No. 1004-00002; Billing Code 88103-CVC
Structure Memo & Tax Analysis Delivered	2026-04-30	Not Started	Pamela Cross / Leonard Cross	Coordinate with Greystone Tax Advisors LLC (Kenneth Liu); covers UBTI/ECI, IRC §1061, state nexus, blocker analysis
First Draft LPA Circulated to Principals	2026-05-31	Not Started	Theresa Kim / Pamela Cross	Incorporates all economic and governance terms
Ironwood PERS Investment Committee (Tentative)	2026-06-30	Not Started	Helen Tsao (Ironwood PERS)	Anticipated $100M commitment; critical for first close momentum
First Draft PPM Delivered	2026-06-30	Not Started	Theresa Kim / Pamela Cross	Coordinate with Leonard Cross (tax), Fielding & O'Hara PLLC (regulatory)
Placement Agent Agreement Executed	2026-07-15	Not Started	Theresa Kim	Sagebrush Capital Partners LLC; Ashworth & Lyle LLP representing sagebrush
Marketing Commences	2026-08-01	Not Started	Sagebrush / Cobalt	Distribution of PPM and marketing materials to prospective LPs
Entity Formations Filed (GP, Management Co.)	2026-08-01	Not Started	Owen Fischer	Delaware Secretary of State filings; Hollowell Technologies as registered agent
Entity Formation Filed (Fund LP)	2026-08-15	Not Started	Owen Fischer	Certificate of Limited Partnership; Delaware
EINs Obtained (All Entities)	2026-08-20	Not Started	Owen Fischer	Required before bank accounts
GP & Management Co. LLC Agreements Executed	2026-09-01	Not Started	Theresa Kim	Carry allocation and management fee mechanics finalized
Foreign Qualification Filings (California)	2026-09-15	Not Started	Owen Fischer	CLSO GP I, LLC and CLSO Management I, LLC registered in CA
Service Provider Agreements Executed	2026-09-30	Not Started	Owen Fischer	Halcyon (admin), Whitfield & Pratt (audit), Vantage Risk (insurance)
Fund Bank Accounts Opened	2026-10-01	Not Started	Owen Fischer	Ridgeway National Bank, N.A. (Steven Cho)
Form ADV Assessment / Amendment	2026-10-15	Not Started	Owen Fischer / Pamela Cross	ERA status review; SEC File No. 802-11934; coordinate with Fielding & O'Hara PLLC
D&O / E&O Insurance Bound	2026-10-15	Not Started	Owen Fischer	Vantage Risk Advisors, Inc. (Laura Benton)
Capital Call Notice Distributed	2026-11-01	Not Started	Theresa Kim	10–15 business days prior to first close
LP Subscriptions & AML/KYC Complete	2026-11-10	Not Started	Owen Fischer / Theresa Kim	Minimum $250M in subscriptions required
First Close	2026-11-15	Not Started	Pamela Cross / Theresa Kim	Target minimum $250,000,000; admit LPs, fund GP commitment, commence investment period
Form D Filing	2026-11-30	Not Started	Owen Fischer	Within 15 days of first close
Target Final Close	2027-05-15	Not Started	Theresa Kim	18 months from marketing commencement; complete fundraise to $750M target (hard cap $1B)
Fund Term Expiration	2037-05-15	Not Started	—	10 years from Final Close
Optional Extension 1	2037-05-15 to 2038-05-15	Not Started	—	LPAC consent not required
Optional Extension 2	2038-05-15 to 2039-05-15	Not Started	—	LPAC consent required

[sheet: Key Contacts]

Entity	Full Legal Name	Role	Key Contact	Title	Address	Notes
Cobalt	Cobalt Ventures LP	Sponsor / Client	Dr. Marcus Yeung; Priya Dasgupta	Co-Founders, Managing Partners	3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025	DE LP File No. 7824931; CA SOS File No. 202118412387; EIN 83-2947561; Registered Agent: Hollowell Technologies, 1209 Orange Street, Wilmington, DE 19801
Cobalt	Cobalt Ventures LP	Sponsor / Client	Alan Whitford	Partner	3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025	10% carried interest allocation in GP entity
C&H	Calderwood & Harkness LLP	Fund Counsel	Pamela Cross (Responsible Partner); Nicholas Stern (Billing Partner); Theresa Kim (Lead Associate); Owen Fischer (Working Associate); Leonard Cross (Tax)	Various	600 Lexington Avenue, New York, NY 10022 / 555 California Street, Suite 3500, San Francisco, CA 94104	Matter No. 1004-00002; Billing Code 88103-CVC; Rates: Partners $1,650/hr, Associates $950/hr, Specialist Partners $1,800/hr; Est. fees through first close $650K–$850K
Sagebrush	Sagebrush Capital Partners LLC	Placement Agent	Jonathan Mercer	Managing Director – Private Funds Group	200 Park Avenue, 30th Floor, New York, NY 10166	SEC-registered broker-dealer; CRD No. 298714; exclusive global placement agent
Ashworth & Lyle	Ashworth & Lyle LLP	Placement Agent Counsel	Sara Phan	Partner – Investment Funds	1251 Avenue of the Americas, 40th Floor, New York, NY 10020	Represents sagebrush
Halcyon	Halcyon Fund Services, Inc.	Fund Administrator	Thomas Varga	Director – Private Equity Administration	1735 Market Street, Suite 2200, Philadelphia, PA 19103	NAV, capital calls, distributions, investor reporting, AML/KYC
Whitfield & Pratt	Whitfield & Pratt LLP	Independent Auditor	Maria Sandoval	Partner – Private Funds Assurance	155 North Wacker Drive, Suite 4400, Chicago, IL 60606	PCAOB-registered; annual financial statements
Greystone	Greystone Tax Advisors LLC	Tax Advisor (Sponsor)	Kenneth Liu	Managing Director	44 Montgomery Street, Suite 3100, San Francisco, CA 94104	UBTI/ECI, IRC §1061, state nexus
Fielding & O'Hara	Fielding & O'Hara PLLC	Regulatory Counsel	Brian Liddell	Partner – Investment Management	1625 Eye Street NW, Suite 900, Washington, DC 20006	Advisers Act, Form ADV, ERA status
Vantage Risk	Vantage Risk Advisors, Inc.	D&O / E&O Insurance Broker	Laura Benton	Senior Vice President	30 Hudson Yards, Suite 6100, New York, NY 10001
Ridgeway National Bank	Ridgeway National Bank, N.A.	Custodian / Fund Banking	Steven Cho	VP – Fund Banking	383 Madison Avenue, New York, NY 10179	Fund and entity bank accounts
Hollowell Technologies	Hollowell Technologies	Registered Agent (DE)	—	—	1209 Orange Street, Wilmington, DE 19801	Registered agent for all DE entities
Ironwood PERS	Ironwood Public Employees' Retirement System	Anchor Investor (Prospective)	Helen Tsao	Director of Private Markets	900 Capitol Way NE, Suite 400, Salem, OR 97301	State pension fund (OR); anticipated $100M commitment; IC tentatively June 2026
Northgate	Northgate Endowment Management LLC	Anchor Investor (Prospective)	David Park	Senior Portfolio Manager – Life Sciences	77 Brattle Street, 4th Floor, Cambridge, MA 02138	$8.5B university endowment; anticipated $50M commitment; ERISA carve-out needed
Pinnacle	Pinnacle Insurance Group, Inc.	Anchor Investor (Prospective)	Rachel Stein	SVP – Alternative Investments	500 Asylum Avenue, Hartford, CT 06103	Life/annuity insurer; $28B general account; anticipated $75M commitment; blocker entity may be required

[sheet: Fundraising Summary]

Item	Amount / Value	Notes
Target Fund Size	$750,000,000	Fixed
Hard Cap	$1,000,000,000	Fixed
First Close Minimum	$250,000,000	$750M ÷ 3
GP Commitment (at target)	$15,000,000	$750M × 2%
Ironwood PERS – Anticipated Commitment	$100,000,000	Subject to IC approval (tentatively June 2026)
Northgate Endowment – Anticipated Commitment	$50,000,000	ERISA carve-out structure requested
Pinnacle Insurance Group – Anticipated Commitment	$75,000,000	Blocker entity may be needed
Total Anticipated Anchor Commitments	$225,000,000	$100M + $50M + $75M
Remaining to Raise (at target, excl. GP)	$510,000,000	$750M − $225M − $15M GP
Management Fee (Investment Period)	2.00% on commitments	$15M/yr at $750M target
Annual Management Fee at Target	$15,000,000	$750M × 2.00%
Aggregate Management Fees (Investment Period)	$75,000,000	$15M × 5 years
Carried Interest	20% over 8% preferred return	100% GP catch-up; 30% carry escrow
Placement Fee (if full sourcing)	$11,025,000	($750M − $15M GP) × 1.50% = $735M × 1.50%
Placement Agent Retainer	$150,000	Credited against earned fees
Net Mgmt Fees over Investment Period (after placement offset)	$63,975,000	$75,000,000 − $11,025,000
Organizational Expense Cap	$1,500,000	Excess borne by Management Company
Broken-Deal Expense Cap (per deal)	$500,000	Fund-level
Transaction/Monitoring Fee Offset	80% against management fee
Recycling Allowance	$112,500,000	15% of $750M commitments; up to 115% deployment during Investment Period
Concentration Limit	$112,500,000	15% of $750M commitments per investment
Cobalt Existing AUM	~$420,000,000	Across Cobalt Ventures Fund A, LP and Fund B, LP
C&H Estimated Fees Through First Close	$650,000 – $850,000	Billed monthly

[sheet: Entity Formation Tracker]
Item No. | Entity | Full Legal Name | Entity Type | Jurisdiction | Action Item | Description / Details | Responsible Party | Target Date | Completion Date | Status | Notes
1 | CLSO Fund I | Cobalt Life Sciences Opportunities Fund I, LP | Limited Partnership | Delaware | File Certificate of Limited Partnership | File Certificate of Limited Partnership with Delaware Secretary of State; General Partner: Cobalt Life Sciences GP I, LLC | Theresa Kim / Owen Fischer | 2026-08-15 | Not Started | Filing fee ~$200; expedited filing recommended
2 | CLSO Fund I | Cobalt Life Sciences Opportunities Fund I, LP | Limited Partnership | Delaware | Engage Registered Agent | Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801 | Owen Fischer | 2026-08-15 | Not Started | Coordinate with Hollowell Technologies for all three entities
3 | CLSO Fund I | Cobalt Life Sciences Opportunities Fund I, LP | Limited Partnership | Delaware | Obtain EIN | Apply for Employer Identification Number with IRS (Form SS-4) | Owen Fischer | 2026-08-20 | Not Started | EIN to be obtained; needed prior to bank account opening
4 | CLSO GP | Cobalt Life Sciences GP I, LLC | Limited Liability Company | Delaware | File Certificate of Formation | File Certificate of Formation with Delaware Secretary of State | Theresa Kim / Owen Fischer | 2026-08-01 | Not Started | GP entity should be formed before Fund LP filing
5 | CLSO GP | Cobalt Life Sciences GP I, LLC | Limited Liability Company | Delaware | Engage Registered Agent | Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801 | Owen Fischer | 2026-08-01 | Not Started | Same registered agent as Fund LP
6 | CLSO GP | Cobalt Life Sciences GP I, LLC | Limited Liability Company | Delaware | Obtain EIN | Apply for Employer Identification Number with IRS (Form SS-4) | Owen Fischer | 2026-08-05 | Not Started | EIN to be obtained
7 | CLSO GP | Cobalt Life Sciences GP I, LLC | Limited Liability Company | Delaware | Execute LLC Agreement | Finalize and execute Limited Liability Company Agreement; Managing Members: Dr. Marcus Yeung and Priya Dasgupta; carried interest allocation: Dr. Marcus Yeung 55%, Priya Dasgupta 35%, Alan Whitford 10% | Theresa Kim | 2026-09-01 | Not Started | Coordinate with principals for signature
8 | CLSO Management | Cobalt Life Sciences Management I, LLC | Limited Liability Company | Delaware | File Certificate of Formation | File Certificate of Formation with Delaware Secretary of State | Theresa Kim / Owen Fischer | 2026-08-01 | Not Started | Management Company entity
9 | CLSO Management | Cobalt Life Sciences Management I, LLC | Limited Liability Company | Delaware | Engage Registered Agent | Engage Hollowell Technologies as registered agent; address: 1209 Orange Street, Wilmington, DE 19801 | Owen Fischer | 2026-08-01 | Not Started | Same registered agent
10 | CLSO Management | Cobalt Life Sciences Management I, LLC | Limited Liability Company | Delaware | Obtain EIN | Apply for Employer Identification Number with IRS (Form SS-4) | Owen Fischer | 2026-08-05 | Not Started | EIN to be obtained
11 | CLSO Management | Cobalt Life Sciences Management I, LLC | Limited Liability Company | Delaware | Execute LLC Agreement | Finalize and execute Management Company LLC Agreement; addresses management fee receipt, organizational expense cap ($1,500,000 fund-level; excess borne by Management Company), fee offset mechanics (100% placement fee offset, 80% transaction/monitoring fee offset) | Theresa Kim | 2026-09-01 | Not Started
12 | Blocker Corp | Cobalt Life Sciences Opportunities Fund I (Blocker), Inc. | C-Corporation | Delaware | File Certificate of Incorporation (if needed) | Form blocker corporation if required for taxable blocker structures (e.g., Pinnacle Insurance Group, potentially Northgate Endowment); coordinate with Greystone Tax Advisors LLC (Kenneth Liu) | Theresa Kim / Leonard Cross | 2026-10-01 | Not Started | Formation contingent on investor requirements; monitor during subscription process
13 | Blocker Corp | Cobalt Life Sciences Opportunities Fund I (Blocker), Inc. | C-Corporation | Delaware | Obtain EIN (if formed) | Apply for EIN if blocker Corp is formed | Owen Fischer | 2026-10-05 | Not Started | Contingent on Item 12
14 | All Entities | — | — | California | Foreign Qualification Filings | Register CLSO GP I, LLC and CLSO Management I, LLC as foreign entities in California (Cobalt HQ: 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025); CA SOS filings | Owen Fischer | 2026-09-15 | Not Started | Review state nexus analysis with Greystone Tax Advisors
15 | Blocker Corp | Cobalt Life Sciences Opportunities Fund I (Blocker), Inc. | C-Corporation | Delaware | Engage Registered Agent (if formed) | Engage Hollowell Technologies as registered agent for blocker Corp; address: 1209 Orange Street, Wilmington, DE 19801 | Owen Fischer | 2026-10-01 | Not Started | Contingent on Item 12; same registered agent as other entities
16 | CLSO Fund I | Cobalt Life Sciences Opportunities Fund I, LP | Limited Partnership | Delaware | Confirm Good Standing Certificate | Obtain Certificate of Good Standing from Delaware Secretary of State for Fund LP entity prior to first close | Owen Fischer | 2026-11-01 | Not Started | May be required by fund administrator and banking counterparty
[sheet: Closing Checklist]
Item No. | Category | Action Item | Description / Details | Responsible Party | Counterparty / Contact | Target Date | Completion Date | Status | Priority | Notes
1 | Fund Documents | Finalize Limited Partnership Agreement | Complete first draft LPA for CLSO Fund I, LP; incorporate all economic terms: target $750M, hard cap $1B, 2% management fee, 20% carry over 8% pref return, 100% GP catch-up, 30% carry escrow, 15% recycling allowance ($112.5M at target), 15% concentration limit ($112.5M per investment), $500K broken-deal cap, key person (Dr. Marcus Yeung & Priya Dasgupta), LPAC (min 3, max 7 members), 5-year investment period, 10-year fund term + two 1-year extensions | Theresa Kim / Pamela Cross | Cobalt principals | 2026-05-31 | Not Started | Critical | First draft target May 31, 2026; circulate to principals for comment
2 | Fund Documents | Finalize GP LLC Agreement | Execute LLC Agreement for Cobalt Life Sciences GP I, LLC; carry allocation: Yeung 55%, Dasgupta 35%, Whitford 10%; GP commitment min 2% of aggregate commitments ($15M at $750M target) | Theresa Kim | Dr. Marcus Yeung, Priya Dasgupta, Alan Whitford | 2026-09-01 | Not Started | Critical
3 | Fund Documents | Finalize Management Company LLC Agreement | Execute LLC Agreement for Cobalt Life Sciences Management I, LLC; management fee receipt, org expense cap, fee offset provisions | Theresa Kim | Dr. Marcus Yeung, Priya Dasgupta | 2026-09-01 | Not Started | Critical
4 | Fund Documents | Finalize Subscription Agreement (Form) | Complete form subscription agreement and investor questionnaire; accredited investor, qualified purchaser, ERISA, OFAC/AML reps, power of attorney, indemnification | Owen Fischer / Theresa Kim | — | 2026-09-15 | Not Started | Critical | Blank form to be distributed to prospective LPs
5 | Fund Documents | Finalize Side Letter Templates | Prepare side letter templates for anchor investors; coordinate MFN cascade mechanics | Owen Fischer / Theresa Kim | — | 2026-09-15 | Not Started | High | Tiered approach based on commitment size
6 | Disclosure | Finalize Private Placement Memorandum | Complete PPM including summary of terms, risk factors, investment strategy, GP/principal bios, tax considerations, regulatory disclosures; coordinate tax sections with Leonard Cross and regulatory sections with Fielding & O'Hara PLLC (Brian Liddell) | Theresa Kim / Pamela Cross | Leonard Cross; Fielding & O'Hara PLLC | 2026-06-30 | Not Started | Critical | First draft target June 30, 2026
7 | Placement Agent | Execute Placement Agent Agreement | Exclusive global placement agent agreement with sagebrush Capital Partners LLC (CRD No. 298714); 1.50% fee on sourced third-party commitments; 100% offset against management fee; $150,000 retainer credited against earned fees; 24-month tail; New York governing law | Theresa Kim / Pamela Cross | Jonathan Mercer (Sagebrush); Sara Phan (Ashworth & Lyle LLP) | 2026-07-15 | Not Started | Critical | Ashworth & Lyle LLP representing sagebrush; address: 200 Park Avenue, 30th Floor, New York, NY 10166
8 | Placement Agent | Confirm sagebrush Regulatory Compliance | Verify current SEC broker-dealer registration, CRD No. 298714; confirm FINRA good standing; obtain regulatory representations | Owen Fischer | Jonathan Mercer (Sagebrush) | 2026-07-15 | Not Started | High
9 | Service Providers | Execute Fund Administration Agreement | Engage Halcyon Fund Services, Inc. for NAV calculations, capital call/distribution processing, investor reporting, AML/KYC screening | Owen Fischer | Thomas Varga, Halcyon Fund Services, Inc., 1735 Market Street, Suite 2200, Philadelphia, PA 19103 | 2026-09-30 | Not Started | High
10 | Service Providers | Execute Audit Engagement Letter | Engage Whitfield & Pratt LLP as independent auditor for annual financial statements of CLSO Fund I | Owen Fischer | Maria Sandoval, Whitfield & Pratt LLP, 155 North Wacker Drive, Suite 4400, Chicago, IL 60606 | 2026-09-30 | Not Started | High | PCAOB-registered
11 | Service Providers | Bind D&O / E&O Insurance | Coordinate D&O/E&O insurance placement through Vantage Risk Advisors, Inc. | Owen Fischer | Laura Benton, Vantage Risk Advisors, Inc., 30 Hudson Yards, Suite 6100, New York, NY 10001 | 2026-10-15 | Not Started | High | Policy must be bound prior to first close
12 | Service Providers | Confirm Tax Advisor Engagement | Confirm ongoing engagement of Greystone Tax Advisors LLC for UBTI/ECI planning, IRC §1061 carried interest compliance, state tax nexus analysis | Leonard Cross | Kenneth Liu, Greystone Tax Advisors LLC, 44 Montgomery Street, Suite 3100, San Francisco, CA 94104 | 2026-08-01 | Not Started | Medium | Structure memo & tax analysis target: April 30, 2026
13 | Service Providers | Confirm Regulatory Counsel Engagement | Confirm coordination with Fielding & O'Hara PLLC on Advisers Act compliance, Form ADV amendments, ERA status (SEC File No. 802-11934) | Pamela Cross | Brian Liddell, Fielding & O'Hara PLLC, 1625 Eye Street NW, Suite 900, Washington, DC 20006 | 2026-08-01 | Not Started | Medium
14 | Banking | Open Fund Bank Accounts | Open operating and capital call/distribution accounts for CLSO Fund I, LP at Ridgeway National Bank, N.A.; requires EINs for all entities | Owen Fischer | Steven Cho, VP – Fund Banking, Ridgeway National Bank, N.A., 383 Madison Avenue, New York, NY 10179 | 2026-10-01 | Not Started | Critical | Cannot proceed until EINs obtained; coordinate with fund administrator
15 | Banking | Open GP & Management Company Bank Accounts | Open operating accounts for CLSO GP I, LLC and CLSO Management I, LLC at Ridgeway National Bank, N.A. | Owen Fischer | Steven Cho, Ridgeway National Bank, N.A. | 2026-10-01 | Not Started | High
16 | Regulatory Filings | File SEC Form D | File Form D with SEC under Regulation D (Rule 506(b) or 506(c)) within 15 days of first sale of securities | Owen Fischer | — | 2026-11-30 | Not Started | Critical | Due within 15 days of first close (November 15, 2026)
17 | Regulatory Filings | Blue Sky / State Notice Filings | File state notice filings in jurisdictions where LPs are located; coordinate with Fielding & O'Hara PLLC for state-specific requirements | Owen Fischer | Fielding & O'Hara PLLC (Brian Liddell) | 2026-12-15 | Not Started | High | Timing varies by state; begin identifying required states based on investor base
18 | Regulatory Filings | Form ADV Amendment | Assess whether Cobalt's Exempt Reporting Adviser (ERA) status under Advisers Act §203(m) remains appropriate or if transition to full SEC registration required upon new fund launch; amend Form ADV as needed | Pamela Cross / Owen Fischer | Fielding & O'Hara PLLC (Brian Liddell) | 2026-10-15 | Not Started | High | Current SEC File No. 802-11934
19 | Regulatory Filings | ERISA / VCOC Compliance | Monitor plan asset percentage; elect VCOC status under DOL Reg. §2510.3-101(d) if ERISA plan assets ≥ 25% of any class; ensure VCOC operating criteria built into LPA and investment program | Theresa Kim / Leonard Cross | Greystone Tax Advisors LLC | 2026-11-01 | Not Started | High | Ironwood PERS is a state pension fund (generally exempt from ERISA); Northgate may have ERISA-subject assets; monitor threshold
20 | Investor Subscriptions | Distribute Subscription Documents to Anchor Investors | Send PPM, LPA, subscription agreement, and side letters to Ironwood PERS ($100M anticipated), Northgate Endowment Management ($50M anticipated), and Pinnacle Insurance Group ($75M anticipated); total anticipated anchor commitments: $225M | Theresa Kim / Owen Fischer | Helen Tsao (Ironwood PERS); David Park (Northgate); Rachel Stein (Pinnacle) | 2026-08-01 | Not Started | Critical | Marketing commencement target: August 1, 2026
21 | Investor Subscriptions | Ironwood PERS Subscription & Side Letter | Collect executed subscription agreement and negotiate side letter: MFN side letter, advisory committee seat, co-investment rights at no fee/no carry, annual in-person reporting; anticipated commitment $100,000,000; Investment Committee approval tentatively June 2026 | Theresa Kim | Helen Tsao, Ironwood PERS, 900 Capitol Way NE, Suite 400, Salem, OR 97301 | 2026-11-01 | Not Started | Critical | Largest anticipated anchor; IC approval timing critical path
22 | Investor Subscriptions | Northgate Endowment Subscription & Side Letter | Collect executed subscription agreement and negotiate side letter: ERISA-compliant carve-out structure, co-invest rights, annual detailed portfolio analytics; anticipated commitment $50,000,000 | Theresa Kim | David Park, Northgate Endowment Management LLC, 77 Brattle Street, 4th Floor, Cambridge, MA 02138 | 2026-11-01 | Not Started | Critical
23 | Investor Subscriptions | Pinnacle Insurance Group Subscription & Side Letter | Collect executed subscription agreement and negotiate side letter: insurance regulatory compliance provisions, blocker entity access for tax-exempt structures, quarterly NAV statements; anticipated commitment $75,000,000 | Theresa Kim | Rachel Stein, Pinnacle Insurance Group, Inc., 500 Asylum Avenue, Hartford, CT 06103 | 2026-11-01 | Not Started | Critical | Coordinate blocker formation (Item 12 on Entity Formation Tracker) if needed
24 | Investor Subscriptions | Collect All LP Subscription Agreements | Collect executed subscription agreements and investor questionnaires from all subscribing LPs (anchor and non-anchor); verify accredited investor / qualified purchaser status | Owen Fischer | All subscribing LPs | 2026-11-10 | Not Started | Critical | First close minimum: $250,000,000
25 | AML / KYC | Complete AML/KYC Screening – All LPs | Coordinate with Halcyon Fund Services, Inc. to complete AML/KYC screening and OFAC checks on all subscribing LPs prior to first close acceptance | Owen Fischer | Thomas Varga (Halcyon Fund Services) | 2026-11-10 | Not Started | Critical | No LP may be admitted without cleared AML/KYC
26 | Capital Call | Prepare First Close Capital Call Notice | Prepare and distribute capital call notice to admitted LPs for first close; specify wire instructions to Ridgeway National Bank, N.A. fund account; specify call amount and payment deadline | Theresa Kim / Owen Fischer | All first close LPs | 2026-11-01 | Not Started | Critical | Typically 10–15 business days advance notice; coordinate with fund administrator
27 | Capital Call | Confirm Receipt of LP Capital Contributions | Verify receipt of all called capital from first close LPs into CLSO Fund I account at Ridgeway National Bank, N.A. | Owen Fischer | Steven Cho (Ridgeway National Bank) | 2026-11-15 | Not Started | Critical | Must be received by first close date
28 | Funds Flow | Prepare Funds Flow Memorandum | Prepare detailed funds flow memorandum for first close showing: LP contributions received, GP commitment funded ($15M at target × pro rata for first close), management fee commencement, placement fee payment to sagebrush (1.50% of sagebrush-sourced commitments), and initial operating expense reserves | Theresa Kim | Halcyon Fund Services; Ridgeway National Bank | 2026-11-10 | Not Started | Critical
29 | Funds Flow | Pay sagebrush Placement Fee at First Close | Calculate and pay placement fee to sagebrush Capital Partners LLC at first close: 1.50% of third-party commitments sourced by sagebrush, less $150,000 retainer credit; 100% offset against management fee | Owen Fischer | Jonathan Mercer (Sagebrush) | 2026-11-15 | Not Started | High | Retainer of $150,000 previously paid; credited against earned fees
30 | GP Commitment | Fund GP Commitment at First Close | Cobalt Life Sciences GP I, LLC to fund pro rata share of GP commitment at first close; minimum 2% of aggregate commitments; at $750M target = $15,000,000 total GP commitment | Theresa Kim | Dr. Marcus Yeung, Priya Dasgupta | 2026-11-15 | Not Started | Critical | Pro rata based on first close aggregate commitments
31 | Closing Deliverables | Prepare Closing Certificate | General Partner to deliver closing certificate confirming satisfaction of all conditions to first close | Theresa Kim | Cobalt Life Sciences GP I, LLC | 2026-11-15 | Not Started | Critical
32 | Closing Deliverables | Prepare Investor Admission Ledger | Prepare schedule of admitted LPs, commitment amounts, and capital account opening balances as of first close | Owen Fischer | Halcyon Fund Services | 2026-11-15 | Not Started | Critical
33 | Closing Deliverables | Circulate Executed LPA and Side Letters | Distribute fully executed copies of LPA and applicable side letters to all admitted LPs | Owen Fischer | All first close LPs | 2026-11-20 | Not Started | High
34 | Post-Close | File Form D (Post-Close) | File Form D with SEC within 15 days of first close; file amendments following subsequent closings through Final Close (target May 15, 2027) | Owen Fischer | — | 2026-11-30 | Not Started | Critical
35 | Post-Close | Send First Close Confirmation to LPs | Send written confirmation of first close, including aggregate commitments, LP admission, and investment period commencement | Theresa Kim | All first close LPs | 2026-11-20 | Not Started | High
36 | Post-Close | Constitute LPAC | Identify and formally appoint initial LPAC members (minimum 3, maximum 7) from first close LPs; prepare LPAC charter and consent framework | Theresa Kim | First close anchor LPs | 2026-12-01 | Not Started | High | Ironwood PERS anticipated to hold advisory committee seat per side letter
37 | Post-Close | Blue Sky / State Notice Filings (Post-Close) | Complete state notice filings in all jurisdictions where admitted LPs are located; deadlines vary by state | Owen Fischer | Fielding & O'Hara PLLC (Brian Liddell) | 2026-12-15 | Not Started | High | Identify required states based on final LP roster
38 | Post-Close | Coordinate Subsequent Close Timeline | Establish timeline and procedures for subsequent closings through Final Close target of May 15, 2027; prepare equalization interest calculations for subsequent close LPs | Theresa Kim / Owen Fischer | Halcyon Fund Services | 2026-12-15 | Not Started | Medium | Remaining to raise after first close: $750M target − first close commitments
39 | Post-Close | Deliver Good Standing Certificates to Fund Admin | Provide certified copies of formation documents and good standing certificates for all entities to Halcyon Fund Services and Ridgeway National Bank | Owen Fischer | Halcyon Fund Services; Ridgeway National Bank | 2026-11-20 | Not Started | Medium
40 | Post-Close | Commence Investment Period Activities | Following first close, commence 5-year investment period; begin pipeline review and investment due diligence for initial portfolio investments | Dr. Marcus Yeung / Priya Dasgupta | Cobalt investment team | 2026-11-15 | Not Started | Medium | Investment period runs 5 years from first close
[sheet: Key Dates & Milestones]
Milestone | Target Date | Actual Date | Status | Owner | Dependencies / Notes
Engagement Opened (Prospective) | 2026-03-20 | 2026-03-20 | Complete | Pamela Cross | C&H Matter No. 1004-00002; Billing Code 88103-CVC
Structure Memo & Tax Analysis Delivered | 2026-04-30 | Not Started | Pamela Cross / Leonard Cross | Coordinate with Greystone Tax Advisors LLC (Kenneth Liu); covers UBTI/ECI, IRC §1061, state nexus, blocker analysis
First Draft LPA Circulated to Principals | 2026-05-31 | Not Started | Theresa Kim / Pamela Cross | Incorporates all economic and governance terms
Ironwood PERS Investment Committee (Tentative) | 2026-06-30 | Not Started | Helen Tsao (Ironwood PERS) | Anticipated $100M commitment; critical for first close momentum
First Draft PPM Delivered | 2026-06-30 | Not Started | Theresa Kim / Pamela Cross | Coordinate with Leonard Cross (tax), Fielding & O'Hara PLLC (regulatory)
Placement Agent Agreement Executed | 2026-07-15 | Not Started | Theresa Kim | Sagebrush Capital Partners LLC; Ashworth & Lyle LLP representing sagebrush
Marketing Commences | 2026-08-01 | Not Started | Sagebrush / Cobalt | Distribution of PPM and marketing materials to prospective LPs
Entity Formations Filed (GP, Management Co.) | 2026-08-01 | Not Started | Owen Fischer | Delaware Secretary of State filings; Hollowell Technologies as registered agent
Entity Formation Filed (Fund LP) | 2026-08-15 | Not Started | Owen Fischer | Certificate of Limited Partnership; Delaware
EINs Obtained (All Entities) | 2026-08-20 | Not Started | Owen Fischer | Required before bank accounts
GP & Management Co. LLC Agreements Executed | 2026-09-01 | Not Started | Theresa Kim | Carry allocation and management fee mechanics finalized
Foreign Qualification Filings (California) | 2026-09-15 | Not Started | Owen Fischer | CLSO GP I, LLC and CLSO Management I, LLC registered in CA
Service Provider Agreements Executed | 2026-09-30 | Not Started | Owen Fischer | Halcyon (admin), Whitfield & Pratt (audit), Vantage Risk (insurance)
Fund Bank Accounts Opened | 2026-10-01 | Not Started | Owen Fischer | Ridgeway National Bank, N.A. (Steven Cho)
Form ADV Assessment / Amendment | 2026-10-15 | Not Started | Owen Fischer / Pamela Cross | ERA status review; SEC File No. 802-11934; coordinate with Fielding & O'Hara PLLC
D&O / E&O Insurance Bound | 2026-10-15 | Not Started | Owen Fischer | Vantage Risk Advisors, Inc. (Laura Benton)
Capital Call Notice Distributed | 2026-11-01 | Not Started | Theresa Kim | 10–15 business days prior to first close
LP Subscriptions & AML/KYC Complete | 2026-11-10 | Not Started | Owen Fischer / Theresa Kim | Minimum $250M in subscriptions required
First Close | 2026-11-15 | Not Started | Pamela Cross / Theresa Kim | Target minimum $250,000,000; admit LPs, fund GP commitment, commence investment period
Form D Filing | 2026-11-30 | Not Started | Owen Fischer | Within 15 days of first close
Target Final Close | 2027-05-15 | Not Started | Theresa Kim | 18 months from marketing commencement; complete fundraise to $750M target (hard cap $1B)
Fund Term Expiration | 2037-05-15 | Not Started | — | 10 years from Final Close
Optional Extension 1 | 2037-05-15 to 2038-05-15 | Not Started | — | LPAC consent not required
Optional Extension 2 | 2038-05-15 to 2039-05-15 | Not Started | — | LPAC consent required
[sheet: Key Contacts]
Entity | Full Legal Name | Role | Key Contact | Title | Address | Notes
Cobalt | Cobalt Ventures LP | Sponsor / Client | Dr. Marcus Yeung; Priya Dasgupta | Co-Founders, Managing Partners | 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025 | DE LP File No. 7824931; CA SOS File No. 202118412387; EIN 83-2947561; Registered Agent: Hollowell Technologies, 1209 Orange Street, Wilmington, DE 19801
Cobalt | Cobalt Ventures LP | Sponsor / Client | Alan Whitford | Partner | 3400 Sand Hill Road, Suite 220, Menlo Park, CA 94025 | 10% carried interest allocation in GP entity
C&H | Calderwood & Harkness LLP | Fund Counsel | Pamela Cross (Responsible Partner); Nicholas Stern (Billing Partner); Theresa Kim (Lead Associate); Owen Fischer (Working Associate); Leonard Cross (Tax) | Various | 600 Lexington Avenue, New York, NY 10022 / 555 California Street, Suite 3500, San Francisco, CA 94104 | Matter No. 1004-00002; Billing Code 88103-CVC; Rates: Partners $1,650/hr, Associates $950/hr, Specialist Partners $1,800/hr; Est. fees through first close $650K–$850K
Sagebrush | Sagebrush Capital Partners LLC | Placement Agent | Jonathan Mercer | Managing Director – Private Funds Group | 200 Park Avenue, 30th Floor, New York, NY 10166 | SEC-registered broker-dealer; CRD No. 298714; exclusive global placement agent
Ashworth & Lyle | Ashworth & Lyle LLP | Placement Agent Counsel | Sara Phan | Partner – Investment Funds | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020 | Represents sagebrush
Halcyon | Halcyon Fund Services, Inc. | Fund Administrator | Thomas Varga | Director – Private Equity Administration | 1735 Market Street, Suite 2200, Philadelphia, PA 19103 | NAV, capital calls, distributions, investor reporting, AML/KYC
Whitfield & Pratt | Whitfield & Pratt LLP | Independent Auditor | Maria Sandoval | Partner – Private Funds Assurance | 155 North Wacker Drive, Suite 4400, Chicago, IL 60606 | PCAOB-registered; annual financial statements
Greystone | Greystone Tax Advisors LLC | Tax Advisor (Sponsor) | Kenneth Liu | Managing Director | 44 Montgomery Street, Suite 3100, San Francisco, CA 94104 | UBTI/ECI, IRC §1061, state nexus
Fielding & O'Hara | Fielding & O'Hara PLLC | Regulatory Counsel | Brian Liddell | Partner – Investment Management | 1625 Eye Street NW, Suite 900, Washington, DC 20006 | Advisers Act, Form ADV, ERA status
Vantage Risk | Vantage Risk Advisors, Inc. | D&O / E&O Insurance Broker | Laura Benton | Senior Vice President | 30 Hudson Yards, Suite 6100, New York, NY 10001
Ridgeway National Bank | Ridgeway National Bank, N.A. | Custodian / Fund Banking | Steven Cho | VP – Fund Banking | 383 Madison Avenue, New York, NY 10179 | Fund and entity bank accounts
Hollowell Technologies | Hollowell Technologies | Registered Agent (DE) | — | — | 1209 Orange Street, Wilmington, DE 19801 | Registered agent for all DE entities
Ironwood PERS | Ironwood Public Employees' Retirement System | Anchor Investor (Prospective) | Helen Tsao | Director of Private Markets | 900 Capitol Way NE, Suite 400, Salem, OR 97301 | State pension fund (OR); anticipated $100M commitment; IC tentatively June 2026
Northgate | Northgate Endowment Management LLC | Anchor Investor (Prospective) | David Park | Senior Portfolio Manager – Life Sciences | 77 Brattle Street, 4th Floor, Cambridge, MA 02138 | $8.5B university endowment; anticipated $50M commitment; ERISA carve-out needed
Pinnacle | Pinnacle Insurance Group, Inc. | Anchor Investor (Prospective) | Rachel Stein | SVP – Alternative Investments | 500 Asylum Avenue, Hartford, CT 06103 | Life/annuity insurer; $28B general account; anticipated $75M commitment; blocker entity may be required
[sheet: Fundraising Summary]
Item | Amount / Value | Notes
Target Fund Size | $750,000,000 | Fixed
Hard Cap | $1,000,000,000 | Fixed
First Close Minimum | $250,000,000 | $750M ÷ 3
GP Commitment (at target) | $15,000,000 | $750M × 2%
Ironwood PERS – Anticipated Commitment | $100,000,000 | Subject to IC approval (tentatively June 2026)
Northgate Endowment – Anticipated Commitment | $50,000,000 | ERISA carve-out structure requested
Pinnacle Insurance Group – Anticipated Commitment | $75,000,000 | Blocker entity may be needed
Total Anticipated Anchor Commitments | $225,000,000 | $100M + $50M + $75M
Remaining to Raise (at target, excl. GP) | $510,000,000 | $750M − $225M − $15M GP
Management Fee (Investment Period) | 2.00% on commitments | $15M/yr at $750M target
Annual Management Fee at Target | $15,000,000 | $750M × 2.00%
Aggregate Management Fees (Investment Period) | $75,000,000 | $15M × 5 years
Carried Interest | 20% over 8% preferred return | 100% GP catch-up; 30% carry escrow
Placement Fee (if full sourcing) | $11,025,000 | ($750M − $15M GP) × 1.50% = $735M × 1.50%
Placement Agent Retainer | $150,000 | Credited against earned fees
Net Mgmt Fees over Investment Period (after placement offset) | $63,975,000 | $75,000,000 − $11,025,000
Organizational Expense Cap | $1,500,000 | Excess borne by Management Company
Broken-Deal Expense Cap (per deal) | $500,000 | Fund-level
Transaction/Monitoring Fee Offset | 80% against management fee
Recycling Allowance | $112,500,000 | 15% of $750M commitments; up to 115% deployment during Investment Period
Concentration Limit | $112,500,000 | 15% of $750M commitments per investment
Cobalt Existing AUM | ~$420,000,000 | Across Cobalt Ventures Fund A, LP and Fund B, LP
C&H Estimated Fees Through First Close | $650,000 – $850,000 | Billed monthly

[sheet: Entity Formation Tracker]

Record

Parties

Dates

Amounts