Objective

OBOR seeks one law firm to deliver two connected phases, priced separately:

• Phase 1: a cost-led recommendation on the fund structure.
• Phase 2: the core fund documentation that an institutional investor will review before committing.

Commitment to Phase 2 is subject to the Phase 1 structure being confirmed and affordable.

Phase 1. Structuring recommendation (cost-led)

OBOR's working assumption is a dual structure: a local, SERC-regulated Cambodian vehicle to tap local capital, plus an offshore feeder (Singapore or Luxembourg) to receive international investors. This is to be confirmed or replaced. For each realistic option, counsel should provide:

• Legal form and how the two vehicles connect.
• Set-up cost and annual running cost.
• The minimum AUM at which the option is cost-justified.
• Tax efficiency at fund and investor level (withholding, treaty access, carried interest).
• Acceptability to institutional and DFI investors, at a due-diligence level.
• Compatibility with DFAT grant conditions and the accommodation of concessional capital in the first-loss position.
• Capacity to extend to additional Southeast Asian markets in a later phase without reconstitution.

Output: a short options memo, a clear recommendation, and a cost comparison, priced as a separate, self-contained deliverable. Cost is a primary factor, balanced against acceptability to institutional and DFI investors.

Phase 2. Core fund documentation

Draft the documents an institutional investor will review before committing. The prospectus and the LPA are the anchors; the others complete the institutional set:

• Prospectus / PPM (anchor), incorporating the fund's governance framework by reference to the EGF Investment Committee Charter, which is being finalised separately. The PPM must accurately reflect the fund's gender and climate mandate and the exclusion policy.

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