X0303 4 2010-02-05 0000729156 PEOPLES EDUCATIONAL HOLDINGS PEDH 0001424410 Adam Smith Fund, LLC C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 MINNETONKA MN 55305 0 0 1 0 0001477561 Adam Smith Management, LLC C/O CHERRY TREE INVESTMENTS, INC. 301 CARLSON PARKWAY, SUITE 103 MINNETONKA MN 55305 0 0 1 1 see footnote 1 Common Stock 2010-02-05 4 J 0 849220 0 A 1577123 D These securities are owned directly by Adam Smith Fund, LLC ("Fund"), and indirectly by Adam Smith Management, LLC ("ASM"), as investment manager of the Fund. ASM disclaims beneficial ownership of these securities, and this report shall not be deemed an admission by that ASM is the beneficial owner of these securities for the purpose of Section 16 or any other purpose. The Fund received 849,220 shares pursuant to an in-kind contribution from Adam Smith Growth Partners, LP, a member of the Fund. Adam Smith Fund, LLC By: /s/ Tony J. Christianson, Manager 2010-02-08 Adam Smith Management, LLC By: /s/ Tony J. Christianson, Manager 2010-02-08