HV-PF Manager II, LLC (“HVPF-II” or the “Manager”) was formed on January 15, 2020 and registered as an investment adviser with the SEC on April 22, 2022. The Manager is a Delaware limited liability company and a wholly owned and controlled subsidiary of Hudson Valley Property Group, LLC, a New York limited liability company (“HVPG”). As a vertically integrated firm, HVPG provides affordable and workforce housing to the communities it serves through investments in and renovation of affordable housing. The Manager has an investment focus on the affordable/workforce multifamily real estate sector, with an emphasis on properties that are developed under the Section 8 and Low-Income Housing Tax Credit (“LIHTC”) programs or with other related structures. Jason Bordainick (Managing Member) and Andrew Cavaluzzi (Managing Member) are the sole members of HVPG and principals of the Manager (collectively, the “Principals”). HVPF Manager, LLC, a Delaware limited liability company (“HV-PF Manager”), is also a wholly owned and controlled subsidiary of HVPG. HV-PF Manager is the predecessor entity to the Manager and manages the real estate assets of the Hudson Valley Preservation Fund, LLC, a Delaware limited liability company. The Manager provides discretionary investment advisory services to Hudson Valley Preservation Fund II, LLC, a Delaware limited liability company (the “Fund”), which is a private fund exempt from registration as an investment company, pursuant to section 3(c)(1) or other exemptions of the Investment Company Act 1940. In addition, the Manager provides investment advisory services to Hudson Valley PF II Feeder REIT, LLC, a Delaware Limited Liability Company, which is exempt from registration under the Investment Company Act, pursuant to section 3(C)-5 (C) thereof (the “Feeder REIT”). The Feeder REIT was formed for tax and regulatory purposes to allow investments in the Fund. The Feeder REIT’s key terms are substantially identical to the key terms of the Fund. Affiliates of the Manager may serve as the developer and/or operator of a project that the Fund makes an investment in. Any fees payable to affiliates of HV-PF II under the relevant development and operating agreements will be determined on a case-by-case basis but will be at rates no less favorable to the Fund than could be obtained from an unaffiliated service provider. See Item 10. The Fund is a privately offered investment fund intended for sophisticated investors in accordance with the applicable limited liability company operating agreement, private placement memorandum, investment management agreement and other such agreements (“Offering Documents”). Capitalized terms not otherwise defined in this Brochure shall have the meaning ascribed to such term in the Amended and Restated Limited Liability Company Operating Agreement of the Fund, as amended, modified or supplemented from time to time (“Operating Agreement”). The Manager owns nominal ownership interests in general partner/managing members of entities that own real estate in which the Fund invests. The Manager has these nominal interests in order to satisfy various regulatory issues, address financing needs and to control the real estate investments.

Outside of providing investment management services provided to the Fund, HV-PF II offers no other advisory services. {10203467:2 } 2 The Fund is managed in accordance with its own objectives and is not tailored to any Fund investor (each an “Investor” or “Class A Member”) nor accepts client-imposed investment restrictions unless documented in a side letter agreement that is approved by HV-PF II and reviewed and approved by the Chief Compliance Officer from a compliance perspective. The Operating Agreement provides that HV-PF II will form a committee consisting of five representatives chosen by HV-PF II from the Class A Members (“Class A Member Committee”). The Class A Member Committee will (i) provide various approvals and consents as required by the Operating Agreement, (ii) review and approve or disapprove, on behalf of the Class A Members, (A) transactions between the Fund or a portfolio company and HV-PF II or an affiliate of HV-PF II, (B) principal transactions (as defined in the Investment Advisers Act of 1940, as amended) to which the Fund is a party, and (C) the purchase by the Fund of an investment from, or the sale by the Fund of an investment to, an investment fund or account or other Person managed by HV-PF II or an affiliate of HV-PF II; and (iii) advice and counsel on such other Fund matters, as may be requested by HV-PF Manager II. Investment advice is provided directly to the Fund by the Manager or an affiliate of the Manager (e.g., Managing Member) and not individually to the Class A Members. Such Investors accept the terms of advisory services as set forth in the Fund’s Operating Agreement. The Manager has broad investment authority with respect to the Fund and, as such, Investors should consider whether the investment objectives of the Fund are in line with their individual objectives and risk tolerance prior to investment. The Manager may establish, certain partnerships, such as co-investment vehicles (“Partnerships”) that are designed to invest in one or more specific investments alongside the Fund. To the extent that such co-investment opportunities arise, the Manager will generally offer such co-investment opportunities to all Investors in the Fund, or in another manner as permitted by the Operating Agreement, at the Manager’s sole discretion. In no event shall the Manager and its affiliates be restricted from participating in any such co-investment. Certain side letter agreements have been (and may in the future be) entered into with certain large and strategic investors in the Fund. Such arrangements may have the effect of establishing additional rights or altering or supplementing the terms of the Operating Agreement with respect to one or more such Investors in a manner more favorable to such Investors than those applicable to other Investors. The Manager does not participate in wrap fee programs. As of the date of filing the Form ADV, the Manager manages approximately $333,631,975 of Regulatory Assets Under Management on a discretionary basis. It should be noted that for the purposes of calculating Regulatory Assets Under Management and consistent with SEC guidance, the Manager included all unfunded capital commitments.