Item 5. Fees and Compensation
Our fees and compensation are described in the Fund’s Governing Documents. All of the investors in our
Funds are expected to be “qualified purchasers” (as defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended).
We are paid management fees from the Fund monthly in advance. Once paid, the management fees are
non-refundable. We deduct such management fees from the Fund. We may waive some or all of the
management fee payable with respect to any investor and have done so for our Principals and employees.
The VeriStar GP is entitled to receive performance-based allocations from the Fund, as further described
in Item 6 – Performance-Based Fees and Side-By-Side Management.
The Fund bears all of the expenses incurred in connection with its administration or operation, including
without limitation: (i) the above-referenced management fees, (ii) all costs and expenses directly related
to the Fund’s investment program, including all portfolio trading and management related expenses
(including trade errors resulting in a loss that are determined not to be the result of our fraud, gross
negligence or willful misconduct), expenses in connection with proposed transactions (including
transactions that fail to close), investment and research-related travel, conference, lodging and meal
expenses, pricing and quotation fees and expenses (including Bloomberg), expenses related to proxies,
underwriting and private placements, brokerage commissions, clearing fees; fees, interest and other costs
on margin accounts or other financings or re-financings; custody fees, fees and costs of outside appraisers,
accountants, attorneys, consultants, experts and other professional advisors relating to investments or
VeriStar Capital Management LP Form ADV Part 2A
prospective investments, (iii) any amounts for withholding, transferor or other taxes, fees or other
governmental charges imposed on, levied against or payable by the Fund (including any interest and
penalties), and all expenses incurred in connection with any tax audit, investigation, settlement or review
of the Fund or any of its tax returns, (iv) administrative costs and expenses, including costs and fees for
preparing annual audits, financial statements, tax returns (and Schedules K-1 or similar information for
investors), tax reports and portfolio valuations (including an allocation of costs and expenses associated
with any software or other technology used in connection therewith, including any portfolio accounting,
compliance or reporting systems) and any fees, costs and expenses of attorneys, accountants, auditors,
tax advisors, Fund administrators, service providers and other advisors, consultants and professionals
incurred on behalf of the Fund, (v) regulatory and compliance expenses, including for legal and regulatory
advice and any governmental, regulatory, licensing, filing or registration fees incurred in compliance with
the rules of any self-regulatory organization or any federal, state or local laws relating to activities of the
Fund and the Fund’s investments (but not for the avoidance of doubt any costs or expenses associated
with our Form ADV), (vi) fees, costs and expenses of any litigation or regulatory investigation against the
Fund, us (in our capacity as the Fund’s investment manager) or the VeriStar GP (in its capacity as the
Fund’s general partner), including actual, threatened or otherwise anticipated litigation, mediation,
arbitration or other dispute resolution including any judgment, other award or settlement in connection
therewith) and any indemnification of those persons who are entitled to be indemnified under the Fund’s
Governing Documents, placement agents, finders or other third parties engaged by the Fund or its
affiliates (including any related advancement of expenses in connection therewith), (vii) expenses
incurred in connection with meetings of, and communications with, investors (including in connection
with solicitation of consents), (viii) expenses related to organizing and maintaining the registered offices,
and other entity maintenance costs, of the Fund, the VeriStar GP and any investment vehicle or subsidiary
through which the Fund makes investments in Delaware, the Cayman Islands and any other jurisdiction
determined by the VeriStar GP, (ix) fees, costs and expenses related to insurance obtained on behalf of
the Fund, those persons who are entitled to be indemnified under the Fund’s Governing Documents and
any other person acting on behalf of the Fund (including a reasonably allocated portion of the premiums
for any errors and omissions, general partner liability, fiduciary, directors’ and officers’ liability or similar
coverage that would offset some portion of the Fund’s indemnity obligations), and (x) any other
reasonable expenses (as determined by the VeriStar GP in its sole discretion) related to the purchase, sale,
holding or transmittal of Fund assets or liabilities.
To the extent any of the foregoing expenses are common to the Fund and other clients managed by the
VeriStar GP or any of its affiliates in the future, such expenses will be shared pro rata based on invested
capital.
In addition, the Fund bears all of its own organizational costs and expenses, as well as: (i) its pro rata
share of the organizational expenses related to any master fund that we determine to organize in the
future and (ii) costs and expenses associated with the continuous offering of the Fund’s interests (other
than placement fees, which are borne solely by us and our affiliates) including legal and accounting fees,
printing costs, travel, “blue sky” filing fees and other out-of-pocket expenses.
We may also allocate a portion of certain clients’ capital to money market funds. In addition to the fees
and expenses discussed above, clients will indirectly incur similar fees and expenses if we invest their
...