Item 5: Fees and Compensation
Management Fee for the Dayah Alpha Partners Funds
As an investment adviser to the Dayah Alpha Partners Funds, as governed by the Governing
Documents, Dayah Capital receives an annual management fee (the “Management Fee”) depending
on the class interests of the Feeder Funds (or the Dayah Alpha Partners Master Fund) and the total
net assets in the Dayah Alpha Partners Master Fund.
The Dayah Alpha Partners Master Fund will pay Dayah Capital the Management Fee monthly in advance
on the first day of each calendar month, equal to the applicable Management Fee percentage of the
net asset value of each capital account of each Investor as of such date.
Management Fees are generally pro-rated for partial periods. Once paid, Dayah Capital will return to
the Dayah Alpha Partners Funds (or the Dayah Alpha Partners Master Fund) for payment to, or credit
to the capital account of, the withdrawing Investor, an amount equal to the pro rata portion of the
Management Fee.
Dayah Capital or the Dayah Alpha General Partner may reduce, waive or calculate differently the
Management Fee for certain Investors, including but not limited to, employees, and/or designated
persons that are affiliates of Dayah Capital, without notice to, or consent from, the other Investors.
Pass-Through Expenses for the Dayah Energy Fund
In advising the Dayah Energy Fund, Dayah Capital is not entitled to receive a Management Fee,
however, subject to the application of the Expense Cap described below, the Dayah Energy Fund will
bear its share of expenses incurred by Dayah Capital and/or its affiliates that are related to the services
that Dayah Capital provides to the Dayah Energy Fund (“Pass-Through Expenses”) along with all
expenses of the Dayah Energy Fund. The calculation and allocation of Pass-Through Expenses will be
Dayah Capital LLC Form ADV Part 2A
determined by Dayah Capital in accordance with Dayah Capital’s accounting and other relevant
policies established from time to time, and will be paid by the Dayah Energy Fund upon receipt.
Prospective investors to the Dayah Energy Fund should carefully consider the impact of Pass-Through
Expenses, which may be difficult to do as: (a) Pass-Through Expenses may fluctuate materially from
year to year; and (b) prior financial statements of the Dayah Energy Fund, where available, may not be
a useful guide in estimating the future financial impact of the Pass-Through Expense arrangement.
Management Fee for an SMA Client
Dayah Capital is generally compensated for its SMA investment advisory services with either (i) an
annual Management Fee (generally, payable on a monthly basis) based upon the assets under
management for each SMA and/or (ii) an expense reimbursement for agreed upon expenses. An SMA
Client’s specific fee schedule and amount is detailed in the executed IMA between Dayah Capital and
the SMA Client. Dayah Capital may invoice SMA Clients either in advance or as of the end of a
particular month or calendar quarter. The SMA Client will generally pay Dayah Capital directly via
wire transfer.
Other Fees and Expenses
Organizational Expenses
The Funds are responsible for the costs, fees and expenses incurred in connection with its formation
and organization, including but not limited to, legal and accounting fees (the “Organizational
Expenses”). Dayah Capital and/or the General Partners may pay the Funds’ Organizational Expenses
subject to reimbursement from the Funds. The Funds intend to amortize each Fund’s Organizational
Expenses over a period of up to sixty (60) months from the initial closing date. If such amortization
would result in a qualified opinion of a Fund’s audited financial statements, the General Partner of the
Fund may elect to fully amortize the Organizational Expenses, but amortize the Organizational
Expenses over a period of up to sixty (60) months for net asset value purposes.
Fund Expenses
Except as otherwise set forth below, the Funds generally will be required to bear all Fund Expenses
related to the particular Fund (as defined below). To the extent that Fund Expenses are paid by Dayah
Capital, the General Partners, or a respective affiliate thereof, the Funds will reimburse such persons
for those Fund Expenses (as defined below) promptly upon request except as set forth below.
“Fund Expenses” will include, among others, the following fees and expenses: (a) all expenses,
incurred in connection with the offer and sale of interests (other than placement agent fees), including,
but not limited to, conference attendance expenses, documentation of performance and the admission
of Investors, (b) all Organizational Expenses, operating expenses of the Funds (such as tax preparation
fees (including, without limitation, any such fees related to the preparation of tax returns and Schedule
K-1s)), governmental fees and taxes (or any other governmental charges levied against the Funds),
each Fund’s administrator, custodial and prime brokerage fees and expenses, communications with
Investors and ongoing legal, accounting, auditing, administration, appraisal, bookkeeping, independent
shadow accounting, consulting and other professional fees and expenses, including for litigation, and
preparation of each Fund’s financial statements and reports, (c) all Fund costs, expenses and charges
incurred in connection with the investment and trading activities of the Funds (e.g., brokerage
commissions, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing and
settlement charges and other transaction costs to brokers), (d) professional and other advisory and
consulting expenses, monitoring or asserting rights or pursuit of remedies (including, without
limitation, pursuant to bankruptcy or other legal proceedings, or participation in informal committees
of creditors or other security holders of an issuer) and Advisory Committee, General Partner Board,
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