- S&P 500 7,659.44 −1.09%
- Dow Jones 52,002.41 −0.34%
- Nasdaq 26,713.03 +0.08%
- VIX 19.99 +21.45%
- 10-year Treasury 5.09% −0.01
- Dollar index 121.40 −0.14%
- WTI crude $101.91 +1.04%
Dayah Capital LLC: investment adviser
Dayah Capital LLC is an investment adviser registered with the SEC (file 801-136819, CRD 327487). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $264.8M
- Discretionary
- 100%
- Accounts
- 7
- Employees
- 7
- In advisory roles
- 5
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 7 | $264.8M | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Jonathan Siscovick | Person | Member | E 75% or more | May 2023 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Dayah Capital LLC - Form ADV Part 2A, filed Jun 24, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Dayah Capital LLC (“Dayah Capital” or the “Investment Manager”) is a Delaware limited liability company that was formed in May 2023. Jonathan Siscovick is the Founder, Managing Member, and Chief Investment Officer of Dayah Capital (the “Principal”). Dayah Capital provides investment advisory services to private funds and institutional managed accounts.
Read the rest of Item 4 (693 more words)
Dayah Alpha Partners Funds Dayah Capital provides investment advisory services to private funds via a master feeder structure, whereby Dayah Alpha Partners, LP (the “Domestic Fund”), a Delaware limited partnership, and Dayah Alpha Partners (Cayman), LP (the “Offshore Fund”), a Cayman Islands exempted limited partnership, together with the Domestic Fund, the “Dayah Alpha Partners Feeder Funds”, invest substantially all of their assets in Dayah Alpha Partners Master Fund, LP (the “Dayah Alpha Partners Master Fund”), a Cayman Islands exempted limited partnership. Collectively, the Feeder Funds and the Dayah Alpha Partners Master Fund are referred to as the “Dayah Alpha Partners Funds”. The general partner of the Dayah Alpha Partners Funds is Dayah Alpha GP, LLC (the “Dayah Alpha General Partner”), a Delaware limited liability company. The Dayah Alpha General Partner has ultimate responsibility for decisions relating to management and operations made on behalf of the Domestic Fund, the Offshore Fund, and the Dayah Alpha Partners Master Fund, and has ultimate responsibility for the investment decisions made on behalf of the Dayah Alpha Partners Master Fund but has delegated certain responsibilities to Dayah Capital via an investment management agreement. Jonathan Siscovick is the Managing Member of the Dayah Alpha General Partner. Dayah Energy Partners Fund In addition to advising the Dayah Alpha Partners Funds, Dayah Capital also provides investment advice to Dayah Energy Partners, L.P. (the “Dayah Energy Fund”), a Delaware limited partnership that was established to invest in the securities (common stock and options) of a company within the energy technology space, and companies within the resource nationalism ecosystem, until Dayah Capital determines that the shares have reached Dayah Capital’s anticipated target price or determines a change in the Investment Manager’s investment thesis. Dayah Energy GP, LLC (the “Dayah Energy General Partner”) is the general partner of the Dayah Energy Fund. Jonathan Siscovick is the Managing Member of the Dayah Energy General Partner. The Dayah Alpha Partners Funds and the Dayah Energy Fund are collectively referred to as the “Funds”. The Dayah Alpha General Partner and the Dayah Energy General Partner are referred to each as a “General Partner” and collectively, the “General Partners”. Institutional Investment Advisers and Separately Managed Accounts Dayah Capital also provides sub-advisory services to private funds of various institutional advisers (each a “Separately Managed Account”, an “SMA” or an “SMA Client” or collectively, “Separately Managed Accounts”, “SMAs” or “SMA Clients”). Collectively, the SMA Clients and the Funds are hereinafter referred to as the “Clients” or the “Client Accounts”, and each, a “Client” or a “Client Account”.
Additional detailed information about Dayah Capital is provided below, including information about Dayah Capital’s advisory services, investment approach, personnel, affiliations and brokerage practices. Dayah Capital’s principal place of business is in Stamford, CT. Each Client will be managed in accordance with its own investment objectives as set forth in the relevant investment management agreement (“IMA”) for an SMA Client and the offering documents (i.e., Confidential Offering Memorandum, Limited Partnership Agreement, and any amendments of such documents) for a Fund (each a “Governing Document”, and collectively the “Governing Documents”). Dayah Capital does not tailor its advisory services, investment objectives or strategies to the requests or needs of any particular private investor in the Funds (each, an "Investor" and collectively the “Investors”), or provide Investors with the right to specify, or restrict the Funds’ investment objectives or any investment or trading decisions. Each Investor and SMA Client is strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant Governing Documents and the additional details about Dayah Capital’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure and each Fund’s Governing Documents) in considering whether Dayah Capital’s advisory services, or an investment in the Funds are appropriate to its own circumstances, based on all relevant factors including, but not limited to, the Investor’s or SMA Client’s own investment objectives, liquidity requirements, tax situation and risk tolerance before making an investment decision. Dayah Capital does not participate in wrap fee programs. As of May 1, 2026, Dayah Capital managed $264,841,930 in regulatory assets under management, all of which are managed on a discretionary basis.
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.
Read the rest of Item 5 (1,436 more words)
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
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, and Advisory Board fees and expenses (including indemnification and compensation of individual members of any such board), (e) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Funds, (f) interest on, and fees and expenses arising out of, all borrowings made by the Funds, (g) the costs of any litigation and
indemnification relating to the affairs of the Funds, (h) expenses related to third party research, publications, data and data services, including real time pricing and market information (such as Bloomberg and Reuters services) and historical pricing and other data, order management system, portfolio management system and risk management system and advisory, (i) costs of compliance with applicable laws and regulations of governmental and self-regulatory bodies, including costs incurred by Dayah Capital, the General Partners, and their respective affiliates in complying with laws and regulations that apply to any such entities as a result of their services to the Funds, (j) the Funds’ expenses associated with forming and maintaining the legal existence of the Funds, including directors’ fees, administrators’ fees, AML officer fees and registered office fees, (k) costs associated with regulatory filings including but not limited to Form PF, (l) insurance premiums of Dayah Capital, the General Partners, and/or the Funds, (m) expenses of any meetings of the Investors, (n) the Feeder Funds’ proportionate share of the Dayah Alpha Partners Master Fund’s expenses that the General Partners determines are properly and ratably allocable to the Feeder Funds, and (o) all other reasonable expenses related to the management and operation of the Funds and/or the purchase, sale or disposition of each Fund’s interests, including, in the case of any expenses directly related to the Funds’ and one or more of its related funds’ investments, any portion of any such joint expenses that a General Partner(s) determines are properly and ratably allocable to the Funds. Except as provided above with respect to special investment account expenses, Fund Expenses generally will be shared by all of the Investors pro rata (if relevant, for a particular Fund or the Funds collectively) in accordance with their capital accounts. Expense Cap for the Dayah Energy Fund If, at the end of each year, the expenses paid by the Dayah Energy Fund, including all Pass-Through Expenses, charged to Investors in the Dayah Energy Fund (excluding transaction expenses and extraordinary expenses such as litigation expenses and non-routine legal expenses) exceed two percent (2%) of the Dayah Energy Fund’s net asset value as of December 31 of such year, Dayah Capital and/or the Dayah Energy General Partner will reimburse the Investors in the Dayah Energy Fund for their pro rata portion of the amount of excess expenses paid by them (the “Expense Cap”). Soft Dollars To the extent Dayah Capital and the General Partners determine to use “soft dollars” generated by the Clients to pay for brokerage and research products and services, such usage shall be within the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related guidance. Use of “soft dollars” by Dayah Capital or the General Partners as described herein shall not constitute a breach by them of any fiduciary or other duty which Dayah Capital or the General Partners may be deemed to owe to the Feeder Funds, the Dayah Alpha Partners Master Fund, the Dayah Energy Fund, the Investors, or the SMA Client. Dayah Capital Operating Expenses Except as otherwise provided in the Governing Documents of the Funds, Dayah Capital pays all of its own operating, administrative and overhead costs, without reimbursement by the Dayah Alpha Partners Feeder Funds, the Dayah Alpha Partners Master Fund, or the Dayah Energy Fund. None of the Funds will have their own separate employees or office. However, pursuant to the Dayah Energy Fund Governing Documents and the Pass-Through Expenses provision described above, the Dayah Energy Fund does reimburse Dayah for certain overhead expenses.
Item 6. Performance-based fees and side-by-side management
Dayah Alpha Partners Master Fund Performance-Based Fee Subject to a High-Water Mark (defined below), the Dayah Alpha General Partner will be entitled to an annual Performance Allocation equal to the relevant Performance Allocation Percentage (defined below) of realized and unrealized income and gains and other net income during each fiscal year (the “Performance Allocation”).
“Performance Allocation Percentage” for the Dayah Alpha Master Fund will depend upon on the class interests of the Dayah Alpha Partners Feeder Funds (or the Dayah Alpha Partners Master Fund) and the total net assets in the Dayah Alpha Partners Master Fund. Such percentage as may be otherwise agreed on a case-by-case basis with one or more Investors in the Dayah Alpha Partners Funds.
Read the rest of Item 6 (816 more words)
The Dayah Alpha Partners Master Fund generally will maintain a “cumulative net loss account” (also known as a “High Water Mark”) with respect to an Investor’s aggregate capital account(s). At the end of each fiscal year, each cumulative net loss Account will be (i) credited with the sum of the cumulative amount of net losses, if any, allocated to the capital account since the immediately preceding date as of which a calculation of the Performance Allocation was made (or if no calculation has yet been made with respect to such capital accounts, since such capital accounts were established) and the cumulative amount of any Management Fee charged with respect to such capital accounts and (ii) debited (but not below zero) with the cumulative net profits, if any, allocated to such capital accounts or since the immediately preceding date as of which a calculation of a Performance Allocation was made (or the date such capital accounts were established, if applicable). The Dayah Alpha Partners General Partner will not be allocated any Performance Allocation with respect to an Investor’s capital accounts until the balance in its cumulative net loss account has been reduced to zero. Fund assets are expected to be managed in the Dayah Alpha Partners Master Fund, therefore Dayah Capital does not expect to face any side-by-side conflict of interest issues between the Feeder Funds, such as allocation decisions which may be impacted by performance-based fee differentials. Dayah Capital has developed and implemented procedures that are designed to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities among clients. Dayah Energy Fund Performance-Based Fee At the end of each fiscal year and subject to a High Water Mark provision and a Clawback, the Dayah Energy General Partner will receive a Performance Allocation. When calculating the Performance Allocation at the Dayah Energy Fund level, all items of income, loss and expense incurred at the Dayah Energy Fund level will be taken into account. The Dayah Energy Fund shall retain the Performance Allocation amounts (other than Tax Distributions, as described below) in an escrow account to secure the Clawback obligations of the Dayah Energy General Partner. The Dayah Energy Fund shall distribute such amounts to the Dayah Energy General Partner at such times and to the extent that they are no longer necessary to secure such obligations (e.g., because they are not mathematically capable of being clawed back). Notwithstanding the prior two sentences, the Dayah Energy Fund may make annual distributions to the Dayah Energy General Partner in an amount sufficient to permit the Dayah Energy General Partner to pay any federal, state and local income tax liability of the Dayah Energy General Partner (and any person whose tax liability is determined by reference to the income of the Dayah Energy General Partner) resulting from the allocation of the Performance Allocation, calculated at the Assumed Tax Rate (as defined below) (the “Tax Distributions”). For the avoidance of doubt, any Tax Distributions to the Dayah Energy General Partner with respect to a particular year shall reduce distributions of the Performance Allocation to the Dayah Energy General Partner with respect to such year. With respect to any Investor in the Funds (including any affiliates and/or employees of Dayah Capital or the General Partners), the General Partners will have the right to reduce, waive, assign, grant participation in, or otherwise share the Performance Allocation, without the consent of, or notice to, any other Investor. SMA Client Performance-Based Fees Dayah Capital will be entitled to an annual performance fee based on a percentage of the net capital appreciation of the SMA (the “Performance Fee”) as agreed to in accordance with the IMA with
each SMA Client.
The Performance Fee is subject to a "loss carry forward” provision. The “loss carry forward” feature ensures that Performance Fee are based on long-term performance and not on profits that merely restore previous losses. Each SMA Client will calculate the Performance Fee due to Dayah Capital and submit payment accordingly. Dayah Capital does not anticipate having the authority to automatically deduct fees due from the SMA Client. Any Performance Allocation or Performance Fee charged to an Investor or SMA Client, will only be charged in compliance with Rule 205-3 of the Advisers Act, whereby each Investor or SMA Client must be a “Qualified Client”. The terms of the performance-based fees may differ amongst the Funds and the SMA Clients advised by Dayah Capital. This may result in a conflict of interest when Dayah Capital allocates opportunities among such Clients because there may be an incentive to favor allocations to Clients that have higher performance-based fees and Performance Allocations. To avoid such conflict of interest, Dayah Capital will generally follow documented procedures in allocating opportunities among its Clients which would not take into account the performance-based fees and Performance Allocations to which such Clients are subject.
Item 7. Types of clients
Dayah Capital’s current clients are the Funds and the SMA Clients that are institutional advisers to private funds. The initial subscription minimum for each Fund is generally $1,000,000, as disclosed in the Governing Documents of each Fund. Additional subscription minimums are disclosed in the Governing Documents as well. The Governing Documents for each Fund provide the eligibility criteria and minimum investment requirements to be an Investor. Investors in the Dayah Alpha Partners Funds Investors in the Dayah Alpha Partners Funds at a minimum will be: (i) an “Accredited Investor”, as defined in Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”), and (ii) either a “Qualified Purchaser”, as defined in the U.S.
Read the rest of Item 7 (93 more words)
Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as defined under Rule 3c-5 of the Company Act and must meet other suitability requirements. Investors in the Dayah Energy Fund Investors in the Dayah Energy Fund at a minimum will be: (i) an “Accredited Investor”; and (ii) a “Qualified Client”, as defined in Rule 205-3 of the Advisers Act. The Subscription Agreements for each Fund contain representations and questionnaires relating to these qualifications. SMA Clients Dayah Capital will negotiate with each SMA Client on a minimum asset under management level.
Item 8. Methods of analysis, investment strategies and risk of loss
Investment Objective of the Dayah Alpha Partners Funds Dayah Capital’s primary investment objective in advising the Dayah Alpha Partners Funds is to achieve capital appreciation over multiple market cycles through investments, both long and short, in public equity securities with a focus on the basic materials and industrials universe. Investment Strategy of the Dayah Alpha Partners Funds and the SMA Clients Dayah Capital will seek to employ a robust process to effectively monetize investment opportunities across a wide range of cyclical industries, predominantly within basic materials and industrials.
Read the rest of Item 8 (7,385 more words)
Combining deep fundamental underwriting with platform-style tactical trading and risk management, Dayah Capital will seek to enhance risk-adjusted return potential through investments, both long and short, as well as through derivatives hedging. Employing a rigorous investment process across idea generation, deep underwriting, investment selection and position maintenance, Dayah Capital will seek to differentiate with an evolved approach that stems from 65+ years of combined investment experience among Dayah Capital’s investment team. Dayah Capital will aim to generate alpha from various dimensions: Information Alpha, Analytical Alpha, Process Alpha, and Behavioral Alpha. Within Information Alpha, Dayah Capital will attempt to leverage geographical information arbitrage, direct industry research, and supply chain triangulation. Within Analytical Alpha, Dayah Capital will seek to combine its sector specialist expertise with a generalist approach to identifying a wide range of investment paradigms. Within Process Alpha, Dayah Capital will strive to optimize each step of the investment supply chain, utilize checklists, relentlessly innovate and iterate, and generate strong idea velocity. Within Behavioral Alpha, Dayah Capital will emphasize discipline, analytical tenacity, emotional health, and self-awareness. The Dayah Alpha Partners Funds’ and the SMA Clients’ investment portfolios will be formulated to evolve and accommodate changing investment opportunities over time. Special Investments for the Funds From time to time, in advising the Dayah Alpha Partners Funds, Dayah Capital may invest in and/or acquire securities, financial instruments or other assets that Dayah Capital and the Dayah Alpha General Partner believes lack a readily ascertainable market (or have a limited market or are otherwise illiquid) and/or should be held until the resolution or occurrence of a special event or circumstance. Dayah Capital and the Dayah Alpha General Partner may (but is not required to) designate such securities, financial instruments or other assets (together with related hedges, financings or similar investments) as special investments (each, a “Special Investment”). Additionally, Dayah Capital and the Dayah Alpha General Partner may determine that, for various reasons, a security, financial instrument or other asset that initially was not a Special Investment should be designated as a Special Investment. Capital invested in Special Investments generally is not available for withdrawal or distribution until the Special Investment is liquidated or distributed, or until the Dayah Alpha General Partner determines that such investment need not be treated as a Special Investment anymore (such determination, a “deemed realization” of such Special Investment. Investment Objective for the Dayah Energy Fund Dayah Capital’s investment objective in advising the Dayah Energy Fund is to provide capital appreciation by seeking to accumulate equity and options stakes in a company within the energy technology space and companies within the resource nationalism ecosystem (the “Target”). Investment Strategy for the Dayah Energy Fund In advising the Dayah Energy Fund, Dayah Capital intends to purchase and hold shares of the Target, until Dayah Capital determines the shares have reached Dayah Capital’s anticipated target price or
determines a change in its investment thesis. Dayah Capital will purchase common stock and options of the Target on behalf of the Dayah Energy Fund, the latter predominantly for hedging purposes, at Dayah Capital’s discretion. In advising the Dayah Energy Fund, Dayah Capital may also sell short broad based market exchange-traded funds or other single stocks for the purpose of hedging the Dayah Energy Fund’s position in the Target. While Dayah Capital is seeking to acquire an equity stake in the Target on behalf of the Dayah Energy Fund, Dayah Capital will not seek representation on the board of directors of the Target. Dayah Capital will monitor and evaluate its investment in the Target on an ongoing basis to determine whether its investment thesis with respect to the Target remains intact. Risk of Loss Factors Investing in securities involves risk of loss that investors should be prepared to bear. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds or engaging Dayah Capital as a sub-adviser for an SMA. Each Fund’s Governing Documents provides a detailed description of the risks of investing in the Funds. General Risks and Conflicts Reliance on Dayah Capital and the General Partners. The success of the Clients is heavily dependent upon the ability of Dayah Capital, the General Partners, and their agents, the Principal and employees, including specifically the Principal. If the Principal ceases to be involved, directly or indirectly, in Dayah Capital, the General Partners, and the management of the Clients and or their portfolios, the business of the Funds and SMA Clients would likely be adversely affected. Any deterioration in Dayah Capital’s or the General Partners’ net income or prospects, which could be expected to follow from investment losses and a reduction in assets under management, will make it more difficult to retain key personnel (including partners and employees) and could have a material adverse effect on the Clients. If the Principal of Dayah Capital, and/or the General Partners, cease to be involved, directly or indirectly, in Dayah Capital and/or the General Partners and the management of the Clients or their portfolio, the business of the Clients would likely be adversely affected. While Dayah Capital, the General Partners, and the Principal and affiliates will devote as much time to the Clients’ affairs as they deem necessary and appropriate, they generally will not be precluded from engaging in outside activities. Any of the foregoing generally are permitted to engage and hold interests in other business ventures and activities of every kind and description for their own account including, without limitation, other investment entities similar to the Funds and/or other investment advisory entities similar to Dayah Capital and/or the General Partners. Lack of Management Control. The management of the affairs of the Funds is vested in Dayah Capital and the General Partners and in such other persons to which the General Partners delegate authority. The General Partners have wide latitude and exclusive authority and discretion in making most investment decisions and, with limited exceptions, the Investors have no right to participate in the decisions made by the General Partners on behalf of the Funds, or otherwise participate in the affairs of the Funds. Performance History. The Funds are relatively newly formed entities that have a limited performance history which prospective Investors can review in connection with an investment in the Funds or an SMA Client engaging Dayah Capital for advisory services. Past performance of the Principal and his respective affiliates are not necessarily indicative of future performance or the profitability of an investment in the Client Accounts. Dayah Capital’s investment program should be evaluated on the basis that there can be no assurance that Dayah Capital’s assessment of the short-term or long-term prospects of investments will prove accurate or that the Clients will achieve their investment objectives. An investment in the Funds involves a substantial degree of risk, including risk of loss.
Compensation Arrangements. Dayah Capital is entitled to receive a Management Fee for the Dayah Alpha Partners Funds and the SMA Clients and the General Partners are entitled to receive a Performance Allocation. Management Fees, which are paid without regard to the Dayah Alpha Fund’s and the SMA Clients’ performance, could motivate Dayah Capital to gather more assets than it can manage effectively, thereby diluting returns to Investors. The Performance Allocation could motivate Dayah Capital, due to its affiliation with the General Partners, to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. Dayah Capital and/or the General Partners are also permitted to enter into solicitation or placement agent agreements with third party solicitors or placement agents, pursuant to which the solicitor or placement agent will identify, solicit and refer prospective qualified investors in the Funds and Dayah Capital and/or the General Partners will compensate the solicitor for such activities. Business and Regulatory Risks of Private Funds. The financial services industry generally, and the activities of private investment funds and their managers in particular (including hedge funds and other private investment funds), have recently been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Funds’, Dayah Capital’s and/or the General Partners’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Dayah Capital and/or the General Partners, including, without limitation, responding to investigations, implementing new policies, procedures and reporting requirements. Such burdens may divert Dayah Capital’s and/or the General Partners’ time, attention and resources from portfolio management activities. Incomplete Information. An Investor in the Funds generally may not have sufficient information to analyze or evaluate the risks or potential returns of a Fund’s investment program currently or prospectively. In general, Dayah Capital may not provide current or detailed information about the Funds’ portfolios or any advance notice to Investors of anticipated changes in the composition of the Funds’ portfolio. However, in response to questions and requests and in connection with due diligence meetings and other communications, the Funds, Dayah Capital and/or the General Partners may provide additional information to certain Investors that is not distributed to other Investors, and such information may affect an Investor’s decision to request a withdrawal. Each Investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, including whether to invest in the Funds, and each Investor must decide for itself whether the limited information provided by Dayah Capital, the General Partners, and the Funds is sufficient for its needs. Withdrawals. An investment in the Funds generally provides limited liquidity since the interests are not freely transferable, an Investor is only permitted to withdraw amounts from its capital account balance on a limited basis in accordance with the terms of the Governing Documents. The General Partner of a Fund may delay withdrawal payments if such delay is reasonably necessary to prevent such withdrawal from having a material adverse impact on a Fund. The Funds may also suspend the calculation of net asset value and/or withdrawal or distribution rights of Investors under certain circumstances. Limitation of Liability and Indemnification. Certain exculpation and indemnification provisions are contained in the Governing Documents of the Funds (i.e., Limited Partnership Agreements and other applicable documents). As a result of these provisions, Dayah Capital, the General Partners, and their affiliates and personnel generally will not be liable to the Funds for any act or omission (including employee negligence and similar human errors), absent gross negligence, bad faith, willful misconduct or fraud, and the Funds generally are required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds (to the extent permitted by applicable law). Notwithstanding the foregoing, such provisions will not be construed to relieve any person of any liability to the extent that such liability may not be waived, modified or limited under applicable law (including liability under certain U.S. securities laws which, under certain circumstances, impose liability even on persons acting in good faith). Restrictions on Transferability of Investor Interests in the Funds. Each Investor is required to
represent that it is acquiring interests in the Funds for investment purposes only and not with a view to distribution or resale; that it understands that it must bear the economic risk of an investment for an indefinite period of time because the Interests have not been registered with the SEC or any other state or governmental agency; and that it understands Interests cannot be sold unless an exemption from such registration is available. In addition, transfers of interests require, among other things, the prior written consent of the General Partner of a particular Fund, which consent may be withheld in the General Partner’s discretion and may include such terms and conditions as the General Partner of a particular Fund deems appropriate. There is no independent market for interests in the Funds, and none is expected to develop. Consequently, the interests should be considered only as a long-term and illiquid investment and are suitable only for sophisticated Investors. Regulatory and Legal Matters. In the course of its investment activities on behalf of the Funds, Dayah Capital may employ unusual or novel investment strategies, securities, financing structures, contractual arrangements and other techniques, both in the United States and in many other countries. The use of these techniques, as well as more ordinary techniques employed on behalf of the Funds, frequently may give rise to circumstances in which it is difficult or impossible to identify and apply governing laws and regulations (including those relating to securities, trading and tax issues, among others) to the Funds’ specific activities with any certainty. Although Dayah Capital and the General Partners strive to comply with all applicable laws and regulations, there can be no certainty that this objective will be achieved. Even an inadvertent violation or an alleged violation of applicable laws or regulations could impose significant costs to the Funds, including disgorgement of profits, penalties, settlement payments, loss of necessary licenses, restrictions on future activities, adverse publicity and otherwise. Such costs generally are borne by the Funds, even if they result from the negligence of Dayah Capital or the General Partners (but generally not if resulting from the fraud, bad faith, willful misconduct or gross negligence of Dayah Capital or the General Partners). Furthermore, at the time the Funds bear such costs, the composition of the Investors will likely be different than it was at the time of the violation giving rise to such costs. There generally will be no mechanism by which the Funds may recapture such costs from, or otherwise allocate such costs to, withdrawn Investors. As a result, the Investors at the time such costs are paid would bear a disproportionate share of such costs. General Operational Risks. The Clients’ transactions may place substantial burdens on Dayah Capital’s operational systems and resources, including those related to trade entry and execution, position reconciliation, corporate actions, marking procedures, finance, accounting, profit and loss reporting, internal management and risk reporting and funds transfers. Human error (including, without limitation, trading errors), system failure or other problems with any of these processes could result in material losses or costs, which generally are borne by the Clients. Accuracy of Public Information. Dayah Capital selects investments for the Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to Dayah Capital by the issuers or through sources other than the issuers. Although Dayah Capital evaluates all such information and data and ordinarily seeks independent corroboration when Dayah Capital considers it appropriate, Dayah Capital is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available. Reliance on Fundamental Analysis. Dayah Capital may base its trading decisions, in whole or in part, on fundamental analysis. Fundamental trading systems consider factors, such as inflation, trade balances, inventories and interest rates, which do not have an impact on traditional technical trading systems, in an attempt to identify investment opportunities. To the extent that such factors provide mixed or conflicting signals, the fundamental trading systems may not be able to detect and/or accurately predict price trends. There can be no guarantee that Dayah Capital’s fundamental trading systems will enable Dayah Capital to accurately value the securities in which Dayah Capital invests on behalf of the Clients or that any anticipated price trends will materialize with respect to such investments. General Economic and Market Conditions. Changes in general global, regional and U.S. economic and geopolitical conditions and national and international political circumstances and developments
and other circumstances (including wars, epidemics and pandemics, terrorist acts, security operations, bank failures, disruptions in the financial services industry and natural disasters), as well as changes in government policy precipitated by the foregoing, may affect Dayah Capital’s and the Client Accounts’ activities. For example, the hostilities and disputes between Russia and Ukraine as well as the recent bank failures could destabilize the worldwide economy and equity markets in various respects. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and number of investments made by Dayah Capital on behalf of the Clients or considered for prospective investment. Material changes and fluctuations in the economic environment, particularly of the type experienced since 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, and the market changes that have resulted and may continue to result from the spread of COVID-19 and the recent adverse developments affecting the U.S. and international financial services industries, may affect Dayah Capital’s ability to make investments and value the investments held by the Clients or the Clients’ ability to dispose of investments. Specifically, in March 2023, both Silicon Valley Bank (“SVB”) and Signature Bank were closed and swept into receivership with the Federal Deposit Insurance Corporation (the “FDIC”). In addition, First Republic Bank’s credit rating was downgraded after securing billions in funds from other financial institutions to avoid closure, and Credit Suisse was rescued with a buy-out from UBS. Such failures led to depositors withdrawing their funds from these and other financial institutions, leading to severe market disruption and extreme volatility in the prices of the securities issued by financial institutions. The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of entities owned by the Clients. Additionally, there has been discussion and dialogue regarding potential significant changes to U.S. trade policies, legislation, treaties and tariffs trade policies and tariffs affecting Canada, Mexico, China, the European Union and other countries. Tariffs and other trade restrictions imposed by the U.S. government and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries, possibly resulting in “trade wars”. At this time, it is unknown whether and to what extent additional new legislation will be passed into law, pending or new regulatory proposals will be adopted (including with respect to bank reform), international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on the investments made by Dayah Capital on behalf of the Clients. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, recent bank failures, government shutdown, work stoppage, natural disaster, armed conflict, threats of terrorism or terrorist attacks and the impact of military or other action could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all or any of which could have an adverse effect on the performance of the investments made by Dayah Capital on behalf of the Clients, the Clients’ returns and the Clients’ ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on the Clients or Dayah Capital’s investment objectives in advising the Clients. Global economic and market conditions have been materially adversely affected by the ongoing conflict between Russia and Ukraine as well as recently by turmoil in the banking industry. Highly Volatile Markets. The prices of financial instruments in which Dayah Capital may invest on behalf of the Clients can be volatile. Price movements of the financial instruments in which Dayah Capital invests the Client Accounts’ assets may be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The Clients will be subject to the risk of failure of any of the Exchanges on which its positions trade or of its clearinghouses. In addition, governments from time to time intervene in certain markets, directly, by regulation and otherwise, particularly in currencies, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause some or all of these markets to move rapidly in the same direction. The effect of such intervention is often heightened by a group of governments acting in concert.
Inflation. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have negative effects on economies and financial markets, particularly in emerging economies. For example, if an investment is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, an investment may earn more revenue but may incur higher expenses. As inflation declines, an investment may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Past governmental efforts to curb inflation have also involved more drastic economic measures that have had a materially adverse effect on the level of economic activity in the countries where such measures were employed. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the returns generated by Investors and Clients. Investment and Trading Risks Generally. All investments risk the loss of capital. No guarantee or representation is made that Dayah Capital’s investment program in advising the Clients will be successful. Dayah Capital’s investment program utilized in advising the Clients involves, without limitation, risks associated with limited diversification, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in Dayah Capital’s investment activities. Certain investment techniques utilized by Dayah Capital in advising the Clients may, in certain circumstances, substantially increase the impact of adverse market movements to which the Clients may be subject. In addition, Dayah Capital’s investments made on behalf of the Clients may be materially affected by conditions in the financial markets and overall economic conditions occurring globally or in markets where Dayah Capital makes investments on behalf of the Clients. Dayah Capital’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Long/Short Equity. In advising the Clients, Dayah Capital will pursue a long/short equity strategy. Because a long/short equity strategy involves identifying securities which are generally undervalued (or, in the case of short positions, overvalued) by the marketplace, success of this strategy necessarily depends upon the market eventually recognizing such value in the price of the security, which may not necessarily occur or may occur over extended time frames which limit profitability. Positions may undergo significant short-term declines and experience considerable price volatility during these periods. In addition, long and short positions may or may not be correlated to each other. If the long and short positions are not correlated, it is possible to have investment losses in both the long and short sides of the portfolio. Equity Risks. In advising the Clients, Dayah Capital will invest in equity securities. The market price of securities owned by the Clients may go up or down, sometimes rapidly or unpredictably. A risk of investing in equities is that the equity securities in the Clients’ portfolio will decline in value due to factors affecting equity securities markets generally or the sectors in which Dayah Capital will invest on behalf of the Clients. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which Dayah Capital
believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame that Dayah Capital anticipates. As a result, the Clients may lose all or substantially all of their investment in any particular instance. Investment in Small- and Medium-Capitalization Companies. In advising the Clients, Dayah Capital may trade and invest in equity securities of small- and mid-cap issuers. Smaller capitalization stocks involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of small-capitalization and even medium-capitalization stocks are often more volatile than prices of large-capitalization stocks, and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to Investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in some small-capitalization stocks, an investment in those stocks may be highly illiquid. Some small companies have limited distribution channels and financial and managerial resources. Such companies may also be dependent on personnel (including key personnel) with limited experience. Energy Trading. In advising the Clients, Dayah Capital will invest in the energy markets to a substantial degree. Energy market investing involves certain risks that are qualitatively different from those incurred in trading other financial instruments. Such markets are characterized by a lack of effective hedges and may experience unusually severe price movement disruptions as a result of natural disasters and the current unsettled political situation in the Middle East. The energy markets are susceptible to significant short-term price volatility as a result of a variety of factors, which may include: the malfunctioning or unavailability of facilities necessary to produce, transport, store and deliver physical energy; the inefficient operation and antiquated condition of many power distribution networks; rate and tariff regulation; government ownership or operation of major energy market participants; consumer advocacy; weather-related events; governmental intervention; changes in law; international political events; other unforeseen events; unexpected changes in power distribution; pricing dislocations resulting from unexpected outages, and spikes in fuel prices; or other factors such as market illiquidity or disruption, the inability or refusal of a counterparty to perform or the insolvency or bankruptcy of a significant market participant. Furthermore, certain energy markets — in particular, those related to petroleum — are particularly subject to the risk of sudden and dramatic price changes as a result of, or as a result of the anticipation of, international political events, acts of war and terrorism. These events are, by their nature, unpredictable, and can cause extreme and sudden price reversals and market disruptions. In advising the Clients, Dayah Capital will compete in the energy markets with “asset-based” traders (such as electrical power and oil and natural gas exploration and production companies) that have the competitive advantage of being able to produce all or a portion of the energy they trade, thus reducing their exposure to fluctuating market prices. Neither Dayah Capital nor the Clients, however, will be able to produce energy and may be required to acquire energy at market prices, resulting in substantial losses, in order to discharge its obligations under its outstanding energy market contracts. In energy market trading, the informational disadvantages which have largely been regulated out of the securities markets are neither prohibited nor regulated. Dayah Capital may, for example, be trading against a major natural gas producer who is aware of pipeline transportation issues — information to which Dayah Capital does not have immediate access. Differential access to information in the energy markets can in certain cases materially disadvantage the Clients. Investments in the Energy Industry. In advising the Clients, Dayah Capital will invest in the energy markets, including through investments in derivative instruments, physical commodities and energy companies. Investments in the energy industry may be subject to a variety of risks, not all of which can presently be foreseen or quantified. Examples of such risks may include, but are not limited to: (i) the risk that technology employed in an energy project will not be effective or efficient; (ii) uncertainty about the availability or efficacy of energy sales agreements or fuel supply agreements that may be entered into in connection with a project; (iii) risks that regulations affecting the energy industry will change in a manner detrimental to the industry; (iv) environmental liability risks related to energy properties and projects; (v) risks of equipment failures, fuel interruptions, loss of sale and supply contracts or fuel contracts, decreases or escalations in power contract or fuel contract prices,
bankruptcy of key customers or suppliers, tort liabilities in excess of insurance coverage, inability to obtain desirable amounts of insurance at economic rates, acts of God and other catastrophes; (vi) uncertainty about the extent, quality and availability of oil and gas reserves; (vii) risks that interest rate increases may make project financing more difficult to obtain, or impair the cash flow of projects which are leveraged and (viii) volatility of energy prices and in the energy industry in general. The occurrence of any of these events could have a material negative financial impact on the investments made by Dayah Capital on behalf of the Clients relating to energy and ultimately have a material adverse impact on the Clients’ performance. Exchange Traded Funds. In advising the Clients, Dayah Capital may invest in exchange traded funds (“ETFs”). ETFs represent shares of ownership in either funds or unit investment trusts that hold portfolios of common stocks or bonds, which are designed to generally correspond to the price and yield performance of their underlying indexes, either broad stock market, stock industry sector, international stock or U.S. bond. ETF shareholders are subject to risks similar to those of holders of other diversified portfolios. A primary consideration is that the general level of stock or bond prices may decline, thus affecting the value of an equity or fixed income exchange traded fund, respectively. This is because an equity (or bond) ETF represents an interest in a portfolio of stocks (or bonds). When interest rates rise, bond prices will generally decline, adversely affecting the value of fixed income ETFs. Moreover, the overall depth and liquidity of the secondary market may also fluctuate. An exchange traded sector fund may also be adversely affected by the performance of that specific sector or group of industries on which it is based. International investments may involve risk of capital loss from unfavorable fluctuations in currency values, differences in generally accepted accounting principles, or economic or political instability in other nations. Although ETFs are designed to provide investment results that generally correspond to the price and yield performance of their respective underlying indexes, ETFs may not be able to exactly replicate the performance of the indexes because of their expenses and other factors. Concentration of Investments. In advising the Clients, Dayah Capital is not limited in the amount of capital that it may commit to any one investment, and in fact, Dayah Capital could from time to time make investments that cause concentrated positions within the Clients’ portfolios. Allocation of a large portion of the Clients’ capital to one or a small number of investments could lead to a lack of diversification in the Clients’ portfolios. The concentration of a Client’s portfolio in a limited number of issuers, industries or strategies will subject the Client to a greater degree of risk with respect to the failure of one or a few issuers or with respect to economic downturns in relation to such industry. The Clients advised by Dayah Capital may face similar risks with respect to investments made by Dayah Capital in a concentration of investments in a particular country. Use of Derivatives. In advising the Clients, Dayah Capital may use derivative instruments, including without limitation, option contracts, swap agreements and forward contracts, and derivative techniques, including without limitation, synthetic short sales, for various hedging and/or speculative purposes. The use of such instruments and techniques may result in leveraging the assets of the Fund, thereby exposing the Fund to significant risks. Among other things, the prices of derivative instruments can be highly volatile. Price movements of derivative instruments are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Uncertainties remain as to how the markets for these instruments will perform during periods of unusual price volatility or instability, market illiquidity or credit distress. Market movements are difficult to predict and financing sources and related interest rates are subject to rapid change. One or more markets may move against the derivatives positions held by a trader, thereby causing substantial losses. Many of these instruments are not traded on exchanges but rather through an
informal network of banks and dealers who have no obligation to make markets in them and can apply essentially discretionary margin and credit requirements (and thus in effect force a trader to close out its positions. Use of Leverage. Dayah Capital may use leverage and borrowing. Such leverage may be achieved through, among other methods, borrowing funds, purchases of securities on margin and the use of options, futures, forward contracts, repurchase and reverse repurchase agreements and swaps. Dayah Capital may also cause the Clients to borrow or use leverage in its portfolio. In advising the Clients, Dayah Capital may borrow funds from brokers, banks and other lenders to finance their investing and trading operations, which borrowings may be secured by assets of the Client Accounts. The use of such leverage can, in certain circumstances, maximize the losses to which Dayah Capital invests on behalf of the Clients’ investment portfolios may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that particular assets or the Clients as a whole are leveraged. The cumulative effect of the use of leverage by Dayah Capital on behalf of the Clients in a market that moves adversely to the investments made by Dayah Capital on behalf of the Clients could result in a substantial loss to the Clients, which would be greater than if the Clients were not leveraged. Short Selling. In advising the Clients, Dayah Capital will engage in selling securities and other financial instruments short, which involves the sale of borrowed financial instruments. In order to sell a financial instrument short, the seller must borrow the financial instrument from a lender and deliver it to the buyer. The seller is then obligated to return the financial instrument to the lender at its request (although the seller remains free to return the financial instrument to the lender at any time prior to the lender’s request). The seller ordinarily fulfills its obligation to return a financial instrument previously sold short by acquiring it in the open market. A short sale by Dayah Capital ordinarily involves a judgment on its part that, subsequent to the sale, the price of the financial instrument will fall over time, resulting in profits equal to the difference between the net proceeds of the sale and the cost of acquiring the financial instrument (or a financial instrument exchangeable for or convertible into such financial instrument) at a later date to fulfill the obligation to return the financial instrument to the lender. The principal risk in selling a particular financial instrument short is that, contrary to Dayah Capital’s expectation, the price of the financial instrument will rise, resulting in a loss equal to the difference between the cost of acquiring the financial instrument (for return to the lender) and the net proceeds of the short sale. (This risk of loss is theoretically unlimited; since there is theoretically no limit on the price to which the financial instrument sold short may rise). Another risk is that the short seller may be forced to unwind a short sale at a disadvantageous time for any number of reasons. For example, a lender may call back a stock at a time the market for such stock is illiquid or additional stock is not available to borrow. In addition, some traders may attempt to profit by making large purchases of a financial instrument that has been sold short. These traders hope that, by driving up the price of the financial instrument through their purchases, they will induce short sellers to seek to minimize their losses by buying the financial instrument in the open market for return to their lenders, thereby driving the price of the financial instrument even higher. Dependence on Service Providers. The Dayah Alpha Partners Funds and the Dayah Energy Fund are dependent upon counterparties and the service providers disclosed in the Governing Documents for the Funds, including the administrator, legal counsel, the auditor, prime brokers, custodians and other service providers utilized by the Funds and/or their respective affiliates from time to time (the “Service Providers”). Errors are inherent in the operations of any business, and although Dayah Capital will adopt measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers they believe to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Fund and the Investors’ investments therein. As the Funds have no employees, the Funds are reliant on the performance of the Service Providers
and accordingly, any business interruptions or errors caused by such Service Providers could have an adverse effect on the Funds. Each Investor’s relationship in respect of its interests is with the Funds only. Accordingly, absent a direct contractual relationship between the Investor and the relevant Service Provider, no Investor will have any contractual claim against any Service Provider for any reason related to its services to the Funds. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against the Fund(s) by the relevant Service Provider is, prima facie, the Fund(s). Privacy and Data Protection Risks. Dayah Capital, the General Partners, and the Funds will process, hold and maintain, as applicable, personal information, including by storing and maintaining personal data related to their respective members, affiliates, employees and representatives, natural person investors, service provider representatives, customers and others. Such processing of personal information, which may also include the use of third-party processors and cloud-based services, will impose legal, operational and regulatory risks on Dayah Capital, the General Partners, and the Funds. In recent years, there has been an increase in legal requirements relating to the collection, storage, use and transfer of personal information, and the legal framework around such matters is expected to continue to develop at both the international and state level. Cyber Security Breaches and Identity Theft. The Funds, Dayah Capital, and the General Partners and their respective service providers depend on information technology systems and, notwithstanding the diligence that Dayah Capital and the General Partners may perform on its or the Funds’ service providers, it may not be in a position to verify the risks or reliability of such information technology systems. The Funds, Dayah Capital, and the General Partners and their service providers are subject to risks associated with a breach in cybersecurity. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. Dayah Capital’s, the General Partners’, and the Funds’ information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Dayah Capital, the General Partners, and their affiliates have implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Dayah Capital, the General Partners, and/or the Funds may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Dayah Capital’s, the General Partners’, and the Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Investors (and the beneficial owners of Investors). Such a failure could harm Dayah Capital’s, the General Partners’, or the Funds’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage or interruptions to information technology systems may cause losses to the Funds or individual Investors by interfering with the operations of Dayah Capital, the General Partners, their affiliates and/or their affiliated funds (if applicable). The Funds may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse Investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose the Funds, Dayah Capital and/or the General Partners to civil, legal or regulatory liability as well as regulatory inquiry and/or action, and the Fund(s) may be required to indemnify Dayah Capital and/or the General Partners against any losses incurred in connection therewith. Cybersecurity issues and risks are currently a major focus area of the SEC and other regulatory authorities. Force Majeure Risks. Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including acts of God, fire, flood, weather, earthquakes, war, terrorism, labor strikes, outbreaks of disease and potentially other events or
occurrences. Force majeure events in the United States and elsewhere in the world may adversely affect the ability of Dayah Capital, its affiliates or agents or the parties with whom they do business to perform their respective obligations, under a contract or otherwise. In addition, dealing with any force majeure event will divert the Investment time and effort, and the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, substantial litigation, or penalties for regulatory or contractual non-compliance. In some cases, project agreements can be terminated if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. Force majeure events that are impossible or costly to cure may also have a permanent adverse effect on the Clients or their investments, and the Clients’ potential returns would be diminished as a result. In particular, the outbreak of hostilities between Russia and Ukraine, and the sanctions imposed or announced by the United States and various other countries in response to such hostilities, could adversely affect the worldwide economy and the investment activities of the Clients.
Item 9. Disciplinary information
Dayah Capital is required to disclose all material facts regarding any legal or disciplinary events that would be material to a prospective investor or current Investor’s evaluation of Dayah Capital’s business or the integrity of Dayah Capital. Dayah Capital has not been subject to any disciplinary action, whether criminal, civil or administrative (including regulatory) in any jurisdiction. No persons involved in the management of Dayah Capital have been subject to such action.
Item 10. Other financial industry activities and affiliations
Neither Dayah Capital nor the General Partners are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither Dayah Capital nor the General Partners are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. The General Partners are each an affiliated entity of Dayah Capital.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics Dayah Capital has adopted a Code of Ethics pursuant to Rule 204A-1 of the Advisers Act (the “Code”) that establishes certain standards of conduct and rules for its employees. A summary of the Code is provided below. All employees of Dayah Capital must acknowledge annually that they understand and agree to the terms of the Code. The Code incorporates the following general principles that all employees are expected to uphold at all times: •
Employees must place the interest of clients first;
•
Employees must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both actual conflicts of interest and the appearance thereof, and;
•
Employees may not take inappropriate advantage of their own positions with Dayah Capital for their own personal benefit.
Read the rest of Item 11 (650 more words)
Personal Trading The Code provides that upon pre-clearance from the CCO, employees may purchase and sell
individual publicly traded securities and closed-end mutual funds or ETFs for their own accounts or accounts that an employee controls or which the employee may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Employees are permitted to buy and sell private securities (such as investments in hedge fund, private equity funds and private companies) with prior approval. Employees are also permitted to invest in mutual funds and U.S. and non-U.S. government issued obligations without prior approval. In addition, Dayah Capital may permit employees to maintain accounts that are managed on a discretionary basis by a third party if the employee has no direct or indirect influence or control over the investments for the account. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Dayah Capital requires employees to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires employees to obtain prior approval before the employee, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an employee may make a contribution or engage in an activity for the selection of Dayah Capital as an investment adviser for a governmental equity. Finally, the Code provides that, without prior approval, employees are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an employee’s personal activities. Participation or Interest in Client Transactions Dayah Capital, its Principal and employees do not purchase or sell any securities for their own accounts to or from the Funds. In advising multiple Client Accounts, Dayah Capital may effect rebalancing or internal cross transactions. In such cases, Dayah Capital may determine that it would be in the best interests of multiple Client Accounts to transfer a security from one Client Account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If Dayah Capital decides to engage in a Cross Trade, Dayah Capital will determine that the trade is in the best interests of both of the Client Accounts involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts. Although unlikely, in the event that Dayah Capital is to execute Cross Trades, it would do so with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two fund clients may occur as an “internal cross”, where Dayah Capital instructs the custodian for the accounts to book the transaction at the price determined in accordance with Dayah Capital’s Valuation Policy. If Dayah Capital effects an internal cross, Dayah Capital will not receive any fee in connection with the completion of the transaction. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities, partners and personnel in connection with client transactions. Dayah Capital has established written policies and procedures, which contain procedures to monitor and resolve conflicts and will endeavor to resolve conflicts in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. Investors or Clients may also contact Dayah Capital via e-mail or telephone to request a copy of
Dayah Capital’s Code.
Item 12. Brokerage practices
Dayah Capital has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Clients are allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Dayah Capital and/or certain Clients, but not beneficial to all Clients.
Read the rest of Item 12 (1,457 more words)
Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Dayah Capital may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Dayah Capital need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Dayah Capital nor the Clients separately compensates any broker or dealer for any of these other services. Dayah Capital maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollar Usage From time to time, Dayah Capital pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Dayah Capital will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Dayah Capital believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by the Clients may be used by Dayah Capital to service one or more other accounts, including accounts that may not have paid for the soft dollar benefits. Dayah Capital will not seek to allocate soft dollar benefits to accounts in proportion to the soft dollar credits the accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Dayah Capital (i.e., a “mixed use” item), Dayah Capital will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Dayah Capital’s allocation of the costs of such benefits and services between those that primarily benefit Dayah Capital and those that primarily benefit the accounts. When Dayah Capital uses brokerage commissions (or markups or markdowns) generated by any accounts to obtain research or other products or services, Dayah Capital receives a benefit because it does not have to produce or pay for such products or services. While Dayah Capital is obligated to seek best execution for each account, the fact that Dayah Capital can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Dayah Capital’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more accounts.
Trade Aggregation and Allocation Policies and Procedures In advising the Clients, it will be the policy of Dayah Capital to allocate investment opportunities to the Client Accounts on a fair and equitable basis, to the extent practical and in accordance with the Funds or other SMA Clients’ applicable investment strategies, over a period of time. In such instances, Dayah Capital will use its best efforts to obtain the same price for the security and make an allocation in a pari passu manner - taking into account the respective opportunity is considered appropriate. In addition, in analyzing trade execution for the Clients, Dayah Capital will take into account, among other considerations: whether the risk-return profile of the proposed investment is consistent with each Client’s objectives, the potential for the proposed investment to create an imbalance in an Client’s portfolio, the liquidity requirements of each Client, potentially adverse tax consequences, regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment, and the need to re-size risk in a Client’s portfolio. Dayah Capital will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, a Client solely because Dayah Capital purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to, another Client(s) if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for a particular Client(s). In particular, when the Funds are ramping up their investment or trading strategies, it may receive larger allocations of certain securities than the other accounts in order to obtain its desired risk and portfolio size. Conversely, when other accounts (such as an SMA) ramp up their investment and trading strategies, the Funds may receive reduced or no allocations of certain securities. Trade Errors Relating to the Funds Trade errors involving transactions in any account directly or indirectly held by the Client Accounts or any derivatives contract or other similar agreement of the Client Accounts (each, a “Trade Error”) may occur. Trade Errors include the placement of orders (either purchases or sales) in excess of, or less than, the amount of Securities the account intended to trade; the sale of a security when it should have been purchased; the purchase of a security when it should have been sold; the purchase or sale of the wrong security; and the purchase or sale of a security for the wrong account and the post-settlement discovery of such purchase or sale. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Such errors may result in losses or gains. Dayah Capital will use reasonable efforts to detect such errors prior to settlement and promptly correct them. To the extent that an error is caused by a counterparty, such as a broker-dealer, Dayah Capital will use reasonable efforts to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Funds to Dayah Capital and its affiliates and personnel, Dayah Capital and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and the Funds will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds, absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, the Funds (and not Dayah Capital) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. Dayah Capital will not offset any such gains and losses resulting from Trade Errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions. Dayah Capital will reimburse the Funds for losses for which Dayah Capital is responsible
under the exculpation provisions. Given the potentially large volume of transactions executed by Dayah Capital on behalf of the Funds, Investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Funds’ respective Governing Documents, the Funds will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Dayah Capital’s personnel. Trade Error Relating to the SMA Clients In relation to an SMA Client, if a Trade Error is to occur in an SMA, Dayah Capital will review the IMA for such SMA Client(s) to determine which party is responsible for any losses from a trade error, and whether Dayah Capital must notify the SMA Client(s) of the Trade Error.
Item 13. Review of accounts
Dayah Capital intends to perform daily reviews of the Clients’ portfolios, as well as various other periodic formal and informal reviews. Investors in the Funds generally receive periodic commentary letters, as well as monthly account statements. Dayah Capital may, in its discretion, provide certain Investors with additional information on a more frequent basis upon request. In addition, Dayah Capital issues Investors tax reports, as well as audited financial statements of the Funds within 120 days of the end of each Fund’s fiscal year. The Funds Each Investor in the Funds will receive periodic commentary letters, as well as other reports as described in the Governing Documents of the Funds.
Read the rest of Item 13 (109 more words)
Specifically, Investors in the Funds will receive at least quarterly unaudited financial reports or account statements in accordance with the Governing Documents and Investors in the Funds will also receive audited financial statements of the Funds on an annual basis within 120 days of the end of the Funds’ fiscal year (see “Item 15 – Custody”). SMA Clients The custodian of each SMA Client will provide to each SMA Client with respect to its accounts an account statement, at least quarterly, identifying the amount of funds and of each security in such SMA custodial account during such period and setting forth all transactions in such custodial during that period.
Item 14. Client referrals and other compensation
Although Dayah Capital does not currently have any third-party placement agents, Dayah Capital in the future may agree to pay third-party placement agents that refer investors to a Fund. The compensation typically paid to those placement agents includes a portion of the fixed fee and/or Performance Allocation earned by Dayah Capital in respect of investors referred to by such placement agents. Investors are generally not subject to any incremental fees in connection with the referral unless incremental fees are payable by the investor directly to the placement agent under the terms of the separate agreement between the investor and the placement agent (to which Dayah Capital is not a party).
Read the rest of Item 14 (68 more words)
The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor sales of interests in a Fund over sales of other investment products for which the agent will receive no or lower fees. Prospective and existing investors should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment in a Fund.
Item 15. Custody
Dayah Capital will comply with the requirements of Rule 206(4)-2 of the Advisers Act (“Custody Rule”) with regards to Dayah Capital’s custody of the Funds’ assets. Dayah Capital is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account.
Read the rest of Item 15 (137 more words)
Dayah Capital does not expect to be required to comply (or expects to be deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that (i) each Fund be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB), (ii) each Fund’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), and (iii) each Fund distributes its audited financial statements to all Investors in the relevant Fund(s) within 120 days of the end of its fiscal year. Dayah Capital does not intend to have custody of any SMA.
Item 16. Investment discretion
Dayah Capital has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and the commissions paid. Dayah Capital’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. These terms are set out in the Governing Documents of each Fund. Pursuant to the IMA for each SMA Client and the Governing Documents for the Funds, Dayah Capital has the authority to determine (i) the securities to be purchased and sold for the Funds and the SMAs, and (ii) the amount of securities to be purchased or sold for the Funds and the SMAs.
Item 17. Voting client securities
Proxy Voting Policies and Procedures Dayah Capital has established proxy voting policies and procedures designed to ensure that proxies, to the extent Dayah Capital has been delegated authority to vote such proxies on behalf of the Funds and elects to vote, are voted in the best interest of the Funds. When voting proxies, Dayah Capital must identify and address material conflicts that may arise between Dayah Capital’s interests and those of the Funds. Specifically, Dayah Capital monitors the potential for conflicts of interest that might arise from personal relationships that Dayah Capital or its employees may have with parties involved in the vote, significant Investor relationships with those parties, and other special circumstances.
Read the rest of Item 17 (105 more words)
Dayah Capital will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, the CCO will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. In limited circumstances, Dayah Capital may refrain from voting Proxies where Dayah Capital believes that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to the Funds. Investors or Clients may also contact Dayah Capital via e-mail or telephone to request a copy of its proxy voting policy.
Item 18. Financial information
Dayah Capital has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Investors and has not been the subject of a bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.