TERMS AND CONDITIONS OF USE OF CELLO CAPITAL MANAGEMENT, LP’S WEBSITE

DOCUMENTS ACCESSED THROUGH THIS SITE DO  NOT REPRESENT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SHARES OF ANY FUND MANAGED BY CELLO CAPITAL MANAGEMENT, LP (“CELLO,” “WE” or “US”).  AN OFFERING OF INTERESTS IN A CELLO-MANAGED FUND WILL BE MADE ONLY BY MEANS OF A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND ONLY TO QUALIFIED INVESTORS IN JURISDICTIONS WHERE PERMITTED BY LAW. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

An investment in a Cello-managed fund (a “Fund”) is speculative and involves a high degree of risk.  A Fund will have substantial limitations on investors’ ability to redeem or transfer their interests, and no secondary market for a Fund’s interests exists or will develop.  All of these risks, and other important risks, are described in detail in the applicable Fund’s Confidential Private Placement Memorandum. Prospective investors are strongly urged to review such Confidential Private Placement Memorandum carefully and consult with their own financial, legal and tax advisors, before investing.

Portions of the website may contain commentary and/or data based on certain current assumptions by Cello which are subject to change at any time, as well as Cello’s internal complex calculations.  If one or more of these assumptions or calculations is incorrect, the information contained herein may unintentionally be inaccurate.

Certain information contained herein may have been obtained by Cello from third parties.  While Cello believes such sources are reliable, Cello has not verified the accuracy of such information and shall not be liable for any errors in such information or for any actions taken in reliance thereon.

Cello does not assume any responsibility or liability for information accessed via hyperlinks (“links”) to or from third party sites.  The existence of such links should not be construed as an endorsement, approval or verification by Cello of any content available on linked sites.  Cello provides these links as an accommodation to you and solely for information purposes.  By providing access to other sites, Cello is not recommending the purchase or sale of products or services provided by the sponsoring organization of any linked sites.  Cello does not review, monitor or supervise the content of any linked sites.  If you choose to access a linked site, you do so at your own risk.

Some documents may also contain certain forward looking statements and projections. Such statements and projections are subject to a number of assumptions, risks and uncertainties which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements and projections.  Prospective investors are cautioned not to invest based on these forward-looking statements and projections.

No information or material contained herein may be reproduced, transmitted, displayed or commercially exploited without the prior written consent of Cello.  All rights are reserved.

This site (excluding linked sites) is controlled by Cello from its offices in the State of New York, United States of America.  By accessing this site, both you and Cello agree that the laws of the State of New York, without regard to the conflicts of law principles thereof, will apply to all matters relating to use of this site.  You and Cello also agree and hereby submit to the exclusive personal jurisdiction and venue of the New York state and U.S. federal courts sitting in New York County, New York, USA with respect to all such matters.  Users accessing this site from jurisdictions outside of New York State do so on their own initiative and are responsible for compliance with all applicable local laws.  Cello shall not be liable for any damages, including, without limitation, direct, incidental, special, consequential or punitive damages, in connection with or arising from your use or from your inability to use this site.