Advisory Services
4.A. Advisory Firm Description

Sessa Capital is a registered investment adviser with its principal place of business located in New York, NY. Sissa Capital IM, L.P. (“Sissa Capital”), the predecessor to Sessa Capital, was originally formed in 2007. Sissa Capital was dormant from 2010 to 2012 and the name was changed to Sessa Capital in 2012. John Petry is the principal owner of Sessa Capital.
4.B. Types of Advisory Services
Sessa Capital provides investment advisory and management services on a discretionary basis to Sessa Capital (Master), L.P. and Sessa Capital Special Opportunity Fund II, L.P. (each, the “Fund,” collectively, the “Funds”). Sessa Capital (Master), L.P. is a private pooled investment vehicle organized in a master‐feeder structure; Sessa Capital also provides limited advisory and management services on a discretionary basis to Sessa Capital, L.P. and Sessa Capital (International), Ltd., which are the feeder funds in the master‐feeder structure. Sessa Capital Special Opportunity Fund II, L.P. is private pooled investment vehicle organized as a domestic limited partnership.

4.C. Client Investment Objectives/Restrictions

Investments for the Funds are managed in accordance with each Fund’s specific investment objectives, strategies and restrictions. Investments are not tailored to the individualized needs of any particular Fund investor. Investors may not impose restrictions on investing in certain securities or certain types of securities.
4.D. Wrap‐Fee Programs
Sessa Capital does not participate in any wrap fee programs.
4.E. Assets under Management
As of December 31, 2018, Sessa Capital had $985,921,809 in regulatory assets under management. All assets are managed on a discretionary basis. please register to get more info

5.A. Adviser Compensation
Detailed descriptions of fees charged to Investors in the Funds are included in each Fund’s offering documents. In addition, Sessa Capital and the Funds’ general partner have authority to waive or reduce fees charged to certain Investors.
Asset‐Based Compensation
Sessa Capital is paid a management fee, payable quarterly in advance, of 1.5% per year of the value of each Investor’s interest in the Funds, calculated as of the first day of the calendar quarter.
Performance‐Based Compensation
The Funds’ general partner, Sessa Capital GP, LLC is entitled to receive an annual performance‐ based allocation equal to 20% of the net capital appreciation credited to each Investor in the Funds, subject to a high‐water mark. The performance allocation, if any, is generally calculated and determined as of December 31st of each year, but may be calculated on other dates, such as upon the termination of the Fund and the final liquidation of its assets. If an Investor withdraws on a date other than December 31st, the performance allocation will be calculated through the date of withdrawal with respect to such Investor. Any performance‐based compensation complies with Rule 205‐3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
5.B. Direct Billing of Advisory Fees

Management fees and performance allocations are deducted directly from each Fund’s account with its custodian, in accordance with invoices and instructions prepared by Sessa Capital and each Fund’s offering documents
5.C. Other Non‐Advisory Fees
The management fee and the performance allocation are exclusive of brokerage commissions, transaction fees, and other related costs and expenses that are incurred by the Funds and indirectly borne by Investors. The Funds incur certain charges for services by custodians, brokers, administrators, lawyers, auditors and other third parties such as custodial fees, wire transfer and electronic fund fees, audit and legal fees, and other fees and taxes on brokerage accounts and securities transactions. The Funds’ portfolios may include positions in mutual funds or exchange traded funds that also charge management fees. Such charges, fees, and commissions are exclusive of, and in addition to, Sessa Capital’s fees. Sessa Capital does not receive any portion of these commissions, fees, and costs. Sessa Capital may identify an investment opportunity or opportunities that have capacity greater than what Sessa Capital can invest on its own. At times, Sessa Capital may, but is not obligated to, offer certain Investors and others the opportunity to participate in the investment opportunity through a managed account, special purpose vehicle or other advisory basis where Sessa Capital may receive compensation or other consideration from the Investors and others who participate in the opportunity. The investments made by the Funds may include “new issue” securities. If a Fund invests in “new issue” securities, the interests of the Investors may be divided into classes, one of which includes those Investors that are eligible to participate in new issue investments, and the other of which includes those Investors that are ineligible. Net profits and net losses on new issues will be allocated to the class of eligible Investors. As a matter of fairness to the Investors who do not participate in gains or losses from new issue securities purchased by a Fund, an appropriate use‐of‐funds charge, to be determined by the Fund’s general partner in its sole discretion, may be charged to the assets attributable to the capital accounts of those eligible Investors and credited to all capital accounts pro rata in accordance with their respective balances for the applicable fiscal period. Item 12 below describes the factors that Sessa Capital considers in selecting broker‐dealers for Fund transactions and determining the reasonableness of their compensation (e.g., commissions).
5.D. Advance Payment of Fees
Fees include a management fee, which is generally payable quarterly as of the first day of the quarter. Management fees are charged on a prorated basis with respect to capital contributions accepted on days other than the first business day of a calendar quarter. If any Investor withdraws all or a portion of its capital account from a Fund on any day other than the last day of a calendar quarter, such Investor’s capital account will be credited, on the withdrawal date, with the unearned portion of the management fee attributable to the percentage withdrawn as of such date.
5.E. Compensation for Sale of Securities or Other Investment Products
Neither Sessa Capital nor its supervised persons accept compensation for the sale of securities or other investment products, including asset‐based sales charges or service fees from the sale of mutual funds. please register to get more info

Sessa Capital only manages the Funds. An affiliate of Sessa Capital serves as the general partner of the Funds and receives performance‐based compensation. Please see Item 5 above for a more detailed description of the general partner’s performance‐based compensation. The Funds have differing fee schedules, which may create an incentive to favor a Fund with higher performance‐based compensation. Sessa Capital has procedures designed and implemented to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. please register to get more info

Sessa Capital’s clients are Sessa Capital (Master), L.P. and Sessa Capital Special Opportunity Fund II, L.P. Sessa Capital, L.P., a Delaware limited partnership and Sessa Capital (International), Ltd., a Cayman Islands exempted company are the feeder entities in a “master‐feeder” structure and invest substantially all of their investable assets in Sessa Capital (Master), LP. The minimum initial investment in Sessa Capital (Master), L.P. is $1,000,000 and each additional capital contribution must be in the amount of $250,000. The minimum initial investment Sessa Capital Special Opportunity Fund II, L.P. is $10,000,000 and additional capital contributions may be accepted. The general partner, in its sole discretion, may admit new Investors at any time, may refuse any new investments and may accept initial and additional investments which are lower than the stated minimum. Minimum withdrawal amounts and minimum capital account size may apply in the event of a partial withdrawal. An Investor also may be required to withdraw all or part of its interest in a Fund upon provision of reasonable notice. All Investors much be qualified purchasers and qualified clients. please register to get more info

8.A. Methods of Analysis and Investment Strategies
Sessa Capital’s investment objective is to outperform the broad equity indices over each investment cycle as well as over the life of the Funds. Sessa Capital believes that a flexible and opportunistic approach to constructing a concentrated, long biased investment portfolio will best facilitate its ability to fulfill the investment objective. Historically, Sessa Capital’s gross and net exposure has ranged between 50‐200% and 25‐80% respectively. This may vary based on market opportunities and the economic and trading environment. Fund strategies may differ. Before investing in a Fund, investors should carefully review the Fund’s offering memorandum. Sessa Capital will utilize a value and special situation investment approach. A value investor often focuses on businesses that are valued at an attractive yield of current free cash flow, adjusted free cash flow, or projected future free cash flow. Value based strategies also look at what private market purchasers may pay for some or all of the assets of a company. Special situation investing often includes an element of recent or anticipated change for a business and/or a security. Changes may be organizational, operational, or both. Examples of organizational special situation equity investing are spin‐offs, rights offerings, and equities of entities emerging from a bankruptcy or workout process. Operational special situation investing could result from a new product, a regulatory change, a government investigation, a legal case, or other actions that cause significant changes for a business. In addition, opportunities for special situation investing may be created where significant option value exists which Sessa Capital believes will create asymmetric returns. Opportunities for special situation investments may exist in asset classes other than equities such as in distressed debt, performing fixed income, option contracts, over the counter derivatives or other opportunities. Sessa Capital will invest client assets in a wide range of asset classes and geographies. While Sessa Capital will look for opportunities across the globe, investments over time are expected to be mostly U.S. securities or businesses with significant U.S. operations. When investing internationally, Sessa Capital expects to focus on countries with liquid trading markets and where investors’ rights have historically been protected. On the short side, Sessa Capital expects to sell short equities, fixed income, and other financial instruments that reflect failing businesses, troubled operations, unsustainable capital structures, rich valuations, accounting irregularities, suspect promotions, and theme based shorts, among others. Additionally, shorts may be used to hedge certain exposures on the long side or to hedge the overall portfolio. On the long side, Sessa Capital expects to mostly purchase equity securities and securities that can provide equity‐like returns. At times when Sessa Capital feels that the return on time and the potential for the return on investment is justified, it may actively try to influence the management or board of the issuer. Sessa Capital may take positions using the options markets, when it believes that such instruments provide more attractive payouts than investing in the underlying securities. Additionally, Sessa Capital will look for situations where optionality is mispriced or artificially cheap and the Funds can own optionality at a favorable price. While Sessa Capital continuously looks for investment opportunities, it believes that long‐term outperformance can be achieved by aggressively seizing attractive investment opportunities when they arise while avoiding less attractive opportunities that do not provide sufficient long or short‐term profitability. This approach is expected to lead to a portfolio that may significantly vary over time in exposure and concentration. In environments where ideas are attractively priced and plentiful, Sessa Capital expects gross long exposure to be over 90%, whereas at other times the gross long exposure may be considerably lower. A core component of Sessa Capital’s strategy with respect to long investments is to find opportunities that can exceed 15% of a Fund’s capital at cost. Conversely, when Sessa Capital is selling short individual equity securities that are not part of a structured position, it would expect to generally limit concentration of short positions. Sessa Capital believes that concentrated long investments combined with taking opportunistic advantage of special situations forms the basis for outperformance. However, Sessa Capital recognizes that not every idea deserves to have a 15% or greater weighting and will evaluate each idea individually to determine its weight in the portfolio. Ideas will not be sized to any level by formula or convention. Sessa Capital’s assessment of the risk/return of an idea will ultimately determine its weight. Sessa Capital may identify promising investment opportunities that have capacity greater than which a Fund can invest on its own. At times Sessa Capital may, but will not be obligated to, offer certain partners and other investors the opportunity to participate in the investment opportunity through a co‐investment or through a managed account, special purpose investment vehicle or other advisory basis where Sessa Capital may receive compensation or other consideration from the partners or other investors participating in the opportunity. Sessa Capital believes broad based market dislocations create attractive opportunity sets for investors. For example, following the collapse of the internet bubble in 2000, many cash flow generating technology businesses traded at a price only fractionally above their net cash. Following the Enron and WorldCom bankruptcies, in 2003 broad opportunities in small and medium cap stocks existed. And in 2009 following the financial crisis, broad opportunities existed across the debt markets that were liquid and provided investors with exceptional returns. Segments of the market also suffer from dislocations at times that provide exceptional return opportunities. For example, at times option premiums have become dislocated and provide opportunities in specific securities or more broadly across the market. Segments such as the market for sub‐prime mortgages became severely dislocated in 2006 and 2007, creating opportunities to purchase derivatives that would profit from a decline in their value. Additionally, Sessa Capital intends to look at opportunities that are ongoing or recurring in nature. These ideas include the flow of spin‐off’s, rights offerings and restructurings that occur regularly along with general value investing opportunities. No assurance is given that Sessa Capital nor the Funds will achieve their investment objectives, and results may vary substantially over time. Investing in the Funds involves risk of loss that Investors should be prepared to bear.
8.B. Material Risks of Investment Strategies

There can be no guarantee of success of Sessa Capital’s strategies and the success of the strategies may be adversely affected by general economic and market conditions such as market changes, interest rates, availability of credit, inflation rates, changes in laws and political circumstances. These factors may affect the level and volatility of security pricing and the liquidity of certain investments. Special Situations Risk. The Funds may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work‐outs, liquidations, spin‐offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to a Fund of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, Sessa Capital may sell the investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving companies in which the Funds may invest, there is a potential risk of loss the entire investment in such companies. Management Risk. Judgments about the value and potential appreciation of a particular security may be wrong and there is no guarantee that individual securities will perform as anticipated. The value of an individual security can be more volatile than the market as a whole and Sessa Capital’s approach may fail to produce the intended results. Concentration Risk. Because Sessa Capital may invest a greater portion of a Fund’s assets in securities of a single issuer or a limited number of issuers than a portfolio with diversification limitations, the Funds may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers. Turnover. The Funds may invest on the basis of certain short‐term market considerations. The turnover rate with investments may be significant, potentially involving substantial brokerage commissions and fees. The level of turnover is at the discretion of Sessa Capital. Accuracy of Public Information. Sessa Capital selects investments in large part on the basis of information and data filed by issuers with various government regulators. Although Sessa Capital reviews this information, it 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. Moreover, if the data Sessa Capital receives is erroneous, or if companies report information that proves to be misleading or fraudulent, the basis for Sessa Capital’s analysis of individual companies may break down. Market Risk. The value of equity securities will decline from time‐to‐time due to daily fluctuations in the securities markets. Stock prices change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general. The price of a stock may even be affected by factors unrelated to the value or condition of its issuer, such as changes in interest rates, national and international economic and/or political conditions and general equity market conditions. In a declining stock market, prices for all companies may decline regardless of their long‐term prospects.

Shareholder Activism. From time to time Sessa Capital may adopt an activist approach to a Fund’s investments as a means to improve corporate governance and transparency and to increase shareholder value generally and the valuation of a Fund’s holdings in particular. This may include actively seeking to change governance at portfolio companies and bringing pressure to bear on company management to make changes that Sessa Capital believes will maximize shareholder value. This strategy presents a risk of retaliation against Sessa Capital or a Fund by target company management or other impacted parties and Sessa Capital may have a limited ability to protect a Fund’s position in such companies. Although Sessa Capital may seek protective provisions in connection with certain of its investments, including, possibly, board representation, to the extent a Fund takes minority positions in companies in which it invests, Sessa Capital will not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect a Fund’s position in such companies. Additionally, the Funds may be precluded from selling shares in an activist target at times if Sessa Capital is in possession of material non‐public information as a result of its activist role. Leverage. The Funds may borrow without limitation and may use various lines of credit and other forms of leverage, including swaps and repurchase agreements. In addition, due to liquidity of certain investments, leverage may be a significant tool that a Fund may employ to pursue its investment objectives. While leverage presents opportunities for increasing total return, it also may generate increased losses beyond what might result without the use of leverage and may magnify any losses in periods where securities held by a Fund are falling in price. Additionally, because Sessa Capital’s investment strategy for a Fund may include both long and short positions, leverage can create a scenario where both long and short positions suffer substantial capital losses.
8.C. Material Risks of Securities Used in Investment Strategies

Sessa Capital’s investment approach may involve purchasing publicly traded equity securities that are listed on the securities exchanges, equity securities not listed on exchanges, options, over‐the‐counter derivatives, distressed debt and fixed income securities. Investments in the securities Sessa Capital selects may be more volatile than the overall market. Security values may fluctuate based on events such as technological developments, government regulation, competition and outbreaks of war or terrorist acts that are beyond Sessa Capital’s control. The following risks are associated with the types of securities that are traded by Sessa Capital: Equity Risk. The prices of equity securities fluctuate based on overall market and economic conditions. In addition, individual securities rise and fall based on changes in the issuer’s financial condition. As a result, equity investments risk a loss of all or a substantial portion of the investment. Short Positions. A short sale involves the sale of a security that a Fund does not own in the expectation of purchasing the same security (or a security exchangeable for such security) at a later date at a lower price. To make delivery to the buyer, the Fund must borrow the security, and is obliged to return the security to the lender, which is accomplished by a later purchase of the security. A profit or a loss results from a short sale if the price of the security decreases or increases, respectively, between the date of the short sale and the date on which the short position is covered, i.e., the security to replace the borrowed security is purchased. A short sale involves the theoretically unlimited risk of an increase in the market price of the security that would result in a theoretically unlimited loss. Foreign Investments. The Funds may invest in non‐U.S. securities, including securities denominated in non‐U.S. currencies. Such investments pose currency exchange risks (including blockage, devaluation and non‐exchangeability) as well as a range of other potential risks including, depending on the country involved, expropriation, confiscatory taxation, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding non‐U.S. companies which may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those applicable to U.S. companies. Further, foreign securities markets may not be as liquid as U.S. markets. Transaction costs of investing outside the U.S. are generally higher than in the U.S., including the cost of converting foreign currency to dollars, the payment of fixed brokerage commissions on some foreign exchanges and the imposition of transfer taxes or transaction charges by foreign governments and exchanges. Less government supervision and regulation of exchanges, brokers and issuers generally exists abroad than in the U.S., and it is more difficult to take appropriate legal action in non‐U.S. courts. In addition, non‐U.S. markets have different clearance and settlement procedures from U.S. markets. Some foreign markets have at times failed to keep pace with transaction volume, thereby creating substantial delays and settlement failures that could adversely affect a Fund’s performance. Derivatives and Swaps; Counterparty Risks. The Funds may invest in complex derivative and swap instruments which seek to modify or replace the investment performance of particular securities, commodities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. These instruments generally have counterparty risk and may not perform in the manner Sessa Capital expects, thereby resulting in significant unanticipated loss or gain. These investments are all subject to additional risks that can result in substantial or total loss of all or part of an investment, in particular, interest rate and credit risk volatility, world and local market price and demand, and general economic factors and activity. Derivatives may have very high leverage embedded in them that could substantially magnify market movements and result in losses greater than the amount of the investment. Some of the markets in which the Funds may affect derivative transactions may be “over‐the‐counter” or “inter‐dealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange‐based” markets. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of the counterparty’s credit or liquidity problems. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide) since such markets may lack the established rules and procedures for swift settlement of disputes among market participants found in “exchange‐based” markets. These factors may result in losses due to adverse market movements while replacement transactions are executed or otherwise. Such “counterparty risk” is present in all swaps, and is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Fund has concentrated its transactions with a single or small group of counterparties. The Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Funds have no internal credit function which evaluates the creditworthiness of its counterparties. The ability of the Funds to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Fixed Income Securities. Sessa Capital may also invest a portion of the Funds’ assets in bonds or other fixed income securities, including, without limitation, bonds, notes and debentures issued by corporations; municipalities; debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities; commercial paper; and “higher yielding” (and, therefore, higher risk) debt securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). It is likely that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and make interest payments and increase the incidence of default for such securities. Regulatory Oversight. The Funds are not registered as an investment company under the Investment Company Act of 1940 and, therefore, will not be entitled to the various protections afforded by the Act with respect to the Funds’ investments. Sessa Capital and the Funds’ general partner have filed for exemptions from registration as commodity pool operators, and accordingly, Sessa Capital and the general partner are not required to comply with the disclosure, reporting and recordkeeping requirements generally applicable to registered commodity pool operators, including delivery of a disclosure document and a certified annual report. Any Investor who subscribes, or proposes to subscribe to an investment in a Fund must be able to bear the risks involved and must meet the Fund’s suitability requirements. No assurance can be given that a Fund’s investment objectives will be achieved. Fund investments are typically speculative and involve a substantial degree of risk. For further information regarding the risk factors and conflicts of interest with respect to a Fund, please refer to the Fund’s offering documents. please register to get more info

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of them or the integrity of their management. Sessa Capital has no information applicable to this Item. please register to get more info

10.A. Registered Representatives
Neither Sessa Capital nor its management persons are registered, or have an application pending to register, as a broker‐dealer or a registered representative of a broker/dealer.
10.B. Other Registrations

Neither Sessa Capital nor its management persons are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.
10.C. Material Relationships or Arrangements

An affiliate of Sessa Capital controlled by John Petry, Sessa Capital GP, LLC, a Delaware limited liability company, serves as the general partner of the Funds and Sessa Capital (Master), L.P.’s domestic feeder, and oversees the management of the Funds and the feeder. John Petry and Jae Hong are the two directors of Sessa Capital (Master), L.P.’s offshore feeder. John Petry also moderates an investment ideas membership website that does not generate revenue. Additionally, he, along with other employees of Sessa Capital, participate as members of the site. As members, they typically do not contribute investment ideas although they may at times post comments or questions on the ideas of other members.
10.D. Recommendation of Other Investment Advisers
Sessa Capital does not select or recommend other investment advisers for the management of client assets. please register to get more info

11.A. Code of Ethics
Sessa Capital has adopted a Code of Ethics (the “Code”) pursuant to Advisers Act Rule 204A‐1. A basic principle of the Code is that the collective interests of the Funds’ Investors are always placed first. The Code includes standards of business conduct requiring covered persons to comply with the federal securities laws and the fiduciary duties an investment adviser owes to its clients. The Code also requires that all covered persons comply with ethical restraints relating to clients and their accounts. These restraints include restrictions on personal trading and gifts. They also include provisions intended to prevent violations of insider trading laws. Investors or prospective Investors in the Funds may obtain a copy of the Code by contacting Sessa Capital at (212) 257‐4410.
11.B. Recommendations of Securities and Material Financial Interests

Sessa Capital and its related persons do not recommend to clients, or buy or sell for client accounts, securities in which Sessa Capital or a related person has a material financial interest, such as buying or selling, as a principal, securities to or from clients; acting as a general partner in a partnership in which Sessa Capital solicits client investments; or acting as an investment adviser to an investment company that Sessa Capital recommends to clients. 11.C. Personal Trading Sessa Capital has adopted the Code to ensure that personal investing activities by Sessa Capital’s employees are consistent with Sessa Capital’s fiduciary duty to its clients. In order to avoid potential conflicts that could be created by personal trading by Sessa Capital employees, the Code includes policies and procedures for personal trading. All employees are required to pre‐clear with the Chief Compliance Officer any personal securities transaction in specified securities, including IPOs and limited offerings. All employees are required to submit quarterly personal securities transactions and annual holdings reports for review by the Chief Compliance Officer, who will, in turn, review these reports for trading conflicts with the Funds.
11.D. Timing of Personal Trading
Sessa Capital’s employees are prohibited from investing in the same securities (or related securities, e.g., warrants, options or futures) that are owned or are actively being traded by the Funds or are restricted, without approval by the Chief Compliance Officer. All employees are required to notify the Chief Compliance Officer or his designee in order to pre‐clear personal security transactions in equity securities, including options and derivatives, fixed income securities, IPOs and private placements. please register to get more info

12.A. Selection of Broker/Dealers
Sessa Capital reviews the brokers used and the commissions paid for transactions made on behalf of the Funds in an effort to ensure that the Funds receive the best combination of price and execution with respect to the Funds’ portfolio transactions. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this review, but a number of other subjective factors may be considered relevant. In applying these factors, Sessa Capital recognizes that different broker‐dealers may have different execution capabilities with respect to different types of securities. The factors include, but are not limited to:  price;  the size of the transaction;  the nature of the market for the security and the timing and impact of the trades on such market;  the amount of the commission or size of the spread;  the ability to fulfill the order in a timely manner;  the broker‐dealer’s clearance and settlement capabilities;  the broker‐dealer’s trade error rate and ability or willingness to correct errors;  the timing of the transaction, taking into account market prices and trends;  the reputation, experience and financial stability of the broker‐dealer; and  the quality of service rendered by the broker‐dealer in other transactions. Research and Other Soft Dollar Benefits Sessa Capital does not currently maintain any arrangements where it receives products and services from brokers in connection with client securities transactions. Should Sessa Capital enter into any arrangements or receive products or services on an ongoing basis from broker/dealers it would limit the use of any “soft dollars” to services that constitute brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934. Brokerage for Client Referrals Sessa Capital does not maintain any referral arrangements with broker/dealers. Directed Brokerage

Sessa Capital does not accept directed brokerage.

Trade Errors

When a trade error occurs, Sessa Capital will reasonably determine how to correct the error. In general, if the trade error results in losses, the losses will be covered by the applicable Fund. Profits that result from a trade error will benefit the applicable Fund. Documentation of any errors made will be maintained by Sessa Capital.
12.B. Aggregation of Orders
If Sessa Capital determines to buy or sell the same security on behalf of both Funds, Sessa Capital may, but is not obligated to, place an aggregated order in order to obtain best execution. Sessa Capital’s policy is to seek to allocate trades in a manner that treats all clients fairly over time. Generally, when more than one Fund trades in the same security on the same day, orders will be determined for each Fund at the beginning of the day and trades will be allocated pro rata according to the size of the order should an order be partially filled. At times, additional orders may arise during the day for one of the Funds in which case, additional allocations will be made only to the participating Fund. Participating accounts shall receive the weighted average execution price for the day and shall pay the commission, fees and charges on a pro rata basis for days when all trades are being split between accounts. In situations where opportunities are too limited for all accounts to participate (even on an allocated basis), Sessa Capital will make every reasonable effort to allocate such trades fairly and equitably over time based on an assessment of relative expected efficiencies and in view of the different investment objectives, leverage, risk parameters and current positions of the accounts, including any provisions in the governing documents of the applicable Funds that address allocation of opportunities. In situations that Sessa Capital does not aggregate trades, it may result in higher costs or less favorable execution. please register to get more info

13.A. Frequency and Nature of Review
John Petry, the Managing Member of the Funds’ general partner and principal owner of Sessa Capital is responsible and has ultimate authority for all trading and investment decisions made on behalf of the Funds. At least quarterly, the Funds’ portfolios are reviewed by John Petry to ensure compliance with each Fund’s objectives and restrictions as stated in each Fund’s offering documents.
13.B. Factors That May Trigger an Account Review Outside of Regular Review
The Funds’ investments are reviewed on an ongoing basis and may be reviewed specifically with regard to certain factors such as cash flows or in response to market conditions.
13.C. Content and Frequency of Reports
Sessa Capital, or its service provider, furnishes each Fund Investor with the following written reports:  Monthly statements that include the unaudited net asset value or capital account balance of the Investor’s interest in the Fund and the monthly year‐to‐date performance, as applicable;

 Investor letters at a minimum annually; and

 Annual audited financial statements of the Fund. please register to get more info

Sessa Capital does not receive any economic benefits from persons other than clients for providing investment advice or other advisory services to the Funds. Sessa Capital does not currently maintain any referral arrangements with individuals or entities that may be compensated, directly or indirectly. If Sessa Capital were to enter into an arrangement with a third party, it would do so in accordance with Rule 206(4)‐3 of the Advisers Act. please register to get more info

Sessa Capital is deemed to have custody of client funds and securities according to Advisers Act Rule 206(4)‐2 because an affiliate serves as general partner to the Funds. Sessa Capital does not take or maintain physical custody of any Fund assets and conducts business operations in such a way that all client cash and investments are preserved in the safekeeping of independent qualified custodians. The Funds’ custodians are banks or broker‐dealers unaffiliated with Sessa Capital. Sessa Capital distributes to the Funds’ Investors audited financial statements within 120 days following the Funds’ fiscal year end. please register to get more info

Sessa Capital is retained by the general partner of each Fund, pursuant to the Fund’s limited partnership agreement and an investment management agreement between each Fund and Sessa Capital, to provide investment advisory services on a discretionary basis to the Funds. Sessa Capital is authorized to make the following decisions according to each Fund’s specified investment objectives:  which securities to buy or sell;  the broker or dealer through whom securities are bought or sold;  the total amount of securities to buy or sell;  the commission rates at which securities transactions for the Fund’s account are affected; and  the prices at which securities are to be bought or sold, which may include dealer spreads or mark‐ups and transaction costs.

Investments for the Funds are managed in accordance with each Fund’s investment objectives, strategies and restrictions, and are not tailored to the individualized needs of any particular Investor in a Fund. Therefore, Investors should consider whether a Fund meets their investment objectives and risk tolerance prior to investing. Information about each Fund can be found in its offering documents, which are available to current and prospective Investors only through Sessa Capital. please register to get more info

It is Sessa Capital’s policy to vote proxies on behalf of the Funds in accordance with Sessa Capital’s proxy voting policies and procedures. It is not possible for Investors in a Fund to direct votes made by Sessa Capital on behalf of such Fund. Sessa Capital may not vote proxies depending on the circumstances of the proxy. Sessa Capital acknowledges its responsibility for identifying material conflicts of interest related to voting proxies. If a conflict exists which cannot be otherwise addressed, Sessa Capital may choose one of several options including “echoing” or “mirroring” voting the proxies in the same proportion as the votes of other proxy holders that are not Sessa Capital clients. A copy of Sessa Capital’s proxy voting policies and procedures and records of how Sessa Capital voted are available upon request. please register to get more info

18.A. Advance Payment of Fees
Sessa Capital does not require or solicit prepayment of fees from clients, six months or more in advance.
18.B. Financial Condition
Sessa Capital has no financial commitments that impair its ability to meet contractual commitments and fiduciary commitments to clients.
18.C. No Bankruptcy Proceedings
Sessa Capital has not been the subject of a bankruptcy proceeding. please register to get more info