A. HUDSON VALUE PARTNERS WRAP PROGRAM The Registrant is the sponsor and investment manager of the Hudson Value Partners Wrap Program (hereinafter the “Program”). Under the Program, the Registrant is able to offer participants discretionary and/or non-discretionary investment management services, for a single specified annual Program fee, inclusive of trade execution, custody, reporting, and investment management fees. The current annual Program fee ranges from negotiable to 1.25%, of the total assets placed under the Registrant’s management/ advisement and shall be based upon the level and scope of the overall investment advisory services to be rendered, which is based upon various objective and subjective factors. These factors include, but are not limited to, the amount of the assets placed under the Registrant’s management, the level and scope of financial planning and consulting services to be rendered, and the complexity of the engagement. (See Fee Differentials discussed below). Under the Program, the Registrant shall be provided with written authority to determine which securities and the amounts of securities that are bought or sold. Any limitations on this authority shall be included in the written agreement between each client and the Registrant. Clients may change/amend these limitations, in writing, at any time. The client shall have reasonable access to one of the Registrant’s investment professionals to discuss their account. The Registrant's annual investment advisory wrap fee shall include investment advisory services, and, to the extent specifically requested by the client, financial planning and consulting services. In the event that the client requires extraordinary planning and/or consultation services (to be determined in the sole discretion of the Registrant), the Registrant may determine to charge for such additional services, the dollar amount of which shall be set forth in a separate written notice to the client. Pershing, LLC or Interactive Brokers (“IB”) shall serve as the custodian for Program accounts. Fee Calculation: The fee charged for services is calculated as described below and is not charged on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory client. Fee Payment: Clients will be charged in advance at the beginning of each calendar quarter based upon the average daily value of the client's account, including accrued interest and dividends, during the previous billing period. Fees are prorated for accounts opened during the quarter. Alternatively, the Registrant may offer to provide advisory services for a flat annual fee. To the extent a client has engaged the Registrant on a flat annual fee basis, the Registrant shall review and reset the client’s flat annual fee no less than thirty (30) days from calendar year end. To the extent the Registrant determines

a fee increase is appropriate, the Registrant shall communicate the increased fee to the client prior to commencing the next billing period. Investment Performance: As a condition to participating in the Program, the participant must accept that past performance may not be indicative of future results, and understand that the future performance of any specific investment or investment strategy (including the investments and/or investment strategies purchased and/or undertaken by the Registrant) may not: (1) achieve their intended objective; (2) be profitable; or, (3) equal historical performance level(s) or any other performance level(s). B. Wrap Program-Conflict of Interest. Registrant provides services on a wrap fee basis as a wrap program sponsor. Under Registrant’s wrap program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified fee. Because wrap program transaction fees and/or commissions are being paid by Registrant to the account custodian/broker-dealer, Registrant would typically have an economic incentive to minimize the number of trades in the client's account. However, the Registrant generally requires clients to enter into an “Asset-Based” pricing agreement with the account broker-dealer/custodian. Under an “Asset-Based” pricing arrangement, the broker-dealer/custodian charges the client a fixed percentage fee for all account commissions/transactions based on the amount of assets placed in custody and/or on the broker-dealer/custodian’s platform, and not based upon the number of transactions executed. Therefore, the Registrant shall incur fees whether the Registrant trades within the client’s account or not. Participation in a wrap program may cost the client more or less than purchasing such services separately. C. The Program’s wrap fee does not include certain charges and administrative fees, including, but not limited to, fees charged by Independent Managers, transaction charges (including mark-ups and mark-downs) resulting from trades effected through or with a broker-dealer other than Pershing or IB (as applicable), transfer taxes, odd lot differentials, exchange fees, interest charges, American Depository Receipt agency processing fees, and any charges, taxes or other fees mandated by any federal, state or other applicable law or otherwise agreed to with regard to client accounts. Furthermore, clients who elect to receive trade confirmations and account statements by regular mail (paper statements) rather than electronically may also incur additional fees by their custodian Such fees and expenses are in addition to the Program’s wrap fee. D. Registrant’s related persons who recommend the Hudson Value Partners Wrap Program to clients do not receive additional or special compensation as a result of a client’s participation in the wrap fee program.