Cello Capital Management LP

Item 5:         Fees and Compensation

Management Fee
Management fees charged to the Funds, which are ultimately borne by the Funds ’investors, are based
on a percentage of the Funds ’assets under management. The management fees, which are paid
quarterly or monthly in advance, are assessed to the Funds and range between 1% and 2%, on an
annualized basis. Detailed information regarding the fees charged to the Funds is provided in the
Funds ’offering memorandum and other governing documents. Fees are deducted from an investor’s
capital account(s) in the applicable Fund. Cello Capital or the general partner of the U.S. Client Feeder
Fund may, in its sole discretion, waive or reduce all or any portion of the above stated fees with
respect to an investor.

Management fees charged to separately managed account(s) are negotiated and are generally based
on the value of the account(s) at the beginning of the applicable billing period. The management fee
for separate accounts typically ranges between 1% and 2%.

Performance Fee
Generally, on the last day of a fiscal year or the date of a redemption, distribution or transfer of an
investor’s shares/interest, a portion of each Fund’s or managed account’s new net income may be
allocated to the capital account of the General Partner or paid directly to the Advisor (such allocation
or payment a “Performance Fee”). The manner of calculation of such Performance Fee is disclosed in
the governing investment management documents and may vary by Client. Generally, the
Performance Fee ranges from 10% to 25% but may, in some instances, be tied to a performance
hurdle or high-water mark.

As is the case with Management Fees, Cello Capital and its affiliates reserve the right to waive or
reduce the Performance Fee for certain investors, including Employees, strategic partners, advisors,
consultants and others as may be determined in Cello Capital’s sole discretion.

Other Expenses Charged to the Clients
In addition to Management Fees and Performance Fees, the Clients’ investors will bear indirectly the
fees and expenses charged to the Clients. The Master Fund will bear its own and the Feeder Funds ’
costs and expenses including (but not limited to) expenses related to organizational fees and
expenses, investment transactions and positions for the Master Fund’s account, including brokerage
commissions and custody charges, interest and commitment fees on loans and debit balances, costs
of borrowing securities to be sold short, blue sky fees, research fees, expenses and materials
(including online news and quotation services, computer hardware and software used for research,
Bloomberg service, etc. and research related travel expenses), expenses for investment risk and

Form ADV Part 2 Brochure • March 29, 2026

analytics software including MASTR®, a product of an affiliate of Cello Capital (as more fully described
below), costs of any outside appraisers, accountants, attorneys or other experts or consultants
engaged by Cello Capital or its affiliates, fees and expenses of the Feeder Funds ’and the Master
Fund’s administrator, bank charges, legal fees and costs (including settlement costs) arising in
connection with any litigation or regulatory investigation instituted against Cello Capital, its affiliates,
the Feeder Funds or the Master Fund, the General Partner and/or the Directors in connection with the
affairs of the Feeder Funds or the Master Fund, insurance for the benefit of Cello Capital, its affiliates,
the Feeder Funds or the Master Fund, the General Partner and/or the Directors, withholding and
transfer taxes, administration costs, including portfolio and investor accounting, tax and investor
servicing costs, audit expenses and the annual financial statements reporting expenses of the Feeder
Funds and the Master Fund and other similar fees and expenses. The Custom Fund and any managed
account will bare their own share of these expenses.

Cello Capital uses MASTR® investment risk and analytics software in managing the Clients’ portfolios.
MASTR® has been developed and is owned by Cello Analytics, LLC (“Cello Analytics”), an affiliate of
Cello Capital. The Clients pay Cello Analytics for their respective pro rata shares of the cost of
MASTR®, which includes up to all of Cello Analytics ’research and development costs and expenses
related to MASTR®, including compensation expenses for employees of Cello Analytics (collectively,
“MASTR® Expenses”). In practice, however, the Clients have been charged only a portion of the
MASTR Expenses each year. This arrangement creates a conflict of interest for Cello Capital as it
may be able to obtain comparable or superior risk and analytics software from a third-party vendor at
a lower cost than the amount of MASTR® Expenses charged to the Clients. In addition, although Cello
Capital is currently the only user of MASTR®, Cello Analytics may in the future license MASTR® to
other unaffiliated investment advisers and/or sell MASTR® to a third-party and, in either such event,
the Clients will not be entitled to share in any fees or sale proceeds received by Cello Analytics in
connection therewith. The Managing Partner also has a conflict of interest in determining the amount
of compensation paid to Cello Analytics ’employees that is included as MASTR® Expenses, as certain
of such employees also provide services to and are limited partners of Cello Capital.

Investors should carefully review the Funds ’governing documents for all fees charged by Cello
Capital, its affiliates, and others to fully understand the total amount of fees to be paid by the Funds
and, indirectly, their investors.

Organizational Expenses
The Funds will pay, often through reimbursements to Cello Capital and/or its affiliates, the expenses
of organizing the Funds and the initial offering of shares and interests in the Funds.

Termination
The Funds may terminate their relationship with Cello Capital upon the dissolution and liquidation of
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Item 7:         Types of Clients
Cello Capital provides discretionary management and advisory services to its Clients directly, subject
to the direction and control of the General Partner or Board of Directors of each Fund, and not
individually to the investors in each Fund. Investors in the Funds may include, but are not limited to,
high net worth individuals, pension plans (corporate, state and foreign), sovereign wealth funds,
endowments, foundations, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or
charitable organizations, and corporate or business entities.

The minimum commitment for an investor is $3 million; however, Cello Capital maintains discretion to
accept less than the minimum investment threshold. Investors will be required to meet certain
suitability qualifications, such as being an “accredited investor” within the meaning set forth in Rule
501(a) of Regulation D under the Securities Act and “qualified purchasers” as defined in Section
2(a)(51)(A) of the U.S. Investment Company Act of 1940 (the “Company Act”) and the rules
promulgated thereunder. Details concerning applicable investor suitability criteria are set forth in the

Form ADV Part 2 Brochure • March 29, 2026

respective Governing Fund Documents and subscription materials, which are furnished to each
investor.

The Funds may enter into separate agreements, commonly referred to as “side letters,” or other similar
agreements with a particular investor in connection with its admission to the Funds without the approval
of any other investor, which would have the effect of establishing rights under or supplementing the
terms of the applicable Fund’s subscription documents and agreements with respect to such investor in
a manner more favorable to such investor than those applicable to other investors. Such terms may
provide more frequent and/or more detailed information regarding the Fund’s securities positions,
performance and finances. Certain investors, through side letters or issuance of separate Sub-Classes,
may receive the right to withdraw capital from the Funds on shorter notice and/or with more frequency
than other investors. As a result, certain investors may be better able to assess the prospects and
performance of the Funds than other investors and may be able to withdraw capital from the Funds at
times when other investors may not. The Funds are not required to disclose the terms of any side letter
agreement.