Extract to table

Cobalt has identified three prospective anchor or seed investors whose investment parameters, tax status, and regulatory requirements inform the structural flexibility that the Fund must accommodate: 1

Each investor category presents distinct tax, regulatory, and governance requirements that the Fund's structure must accommodate

Offshore legal counsel (Cayman Islands or other offshore jurisdiction) must be engaged for the formation and ongoing compliance of the offshore feeder

The fund administrator (Halcyon Fund Services) must be engaged to implement dual-vehicle tracking and reporting

Key Terms and Guardrails To protect limited partners while preserving the General Partner's flexibility to form AIVs, the LPA should include the following key terms and guardrails: • AIVs must invest on substantially the same terms as the main Fund (i

• AIV economics — including management fee, carried interest, preferred return, and distribution waterfall — must aggregate with the main Fund's economics