CODE OF ETHICS

---

Holland Financial Inc. has adopted this Code of Ethics for the purpose of minimizing conflicts between the firm and its Supervised Individuals, and to provide procedures consistent with applicable law. The firm places significance on the ethical conduct and integrity of its Supervised Individuals. (Partners, Officers, Employees)  Supervised Individuals conducting business on behalf of the firm owe a fiduciary duty to clients. Supervised Individuals must adhere and comply with applicable state and federal laws, including ERISA and securities laws.

Our may firm act as a fiduciary with respect to certain matters undertaken on the client’s behalf.  Duties of care and loyalty apply in all client engagements. Activities which are considered administrative in nature are handled in a manner consistent with the firm's conclusion that the interests of any client engaging Holland Financial Inc. will take precedence over our own interests. Accordingly, we reserve the flexibility to modify, update and revise our offerings, policies and procedures concerning certain administrative tasks undertaken by us, based on specific factors that we believe are relevant and deemed pertinent in accordance with proper fiduciary standards of care. An area which our firm has identified in this regard is proxy issue administration procedures with respect to institutional shareholders.

Although Holland Financial Inc. does not face the conflicts of interests inherent in a large firm, conflicts of interests, nevertheless may arise in the proxy voting process. In addition to providing proxy administration, processing and voting services to institutional shareholders, some proxy advisory firms also provide guidance to corporate issuers concerning corporate governance matters.  A proxy advisory firm’s proxy vote recommendations are often based on whether a corporate issuer complies with the governance practices or standards recommended by the proxy advisory firm.

A corporate issuer may retain our firm in order to help attribute corporate governance risk indicators, as well as to procure consulting and guidance on governance matters. As a safeguard designed to address conflicts inherent with proxy administration, an issuer or institutional client of our firm can take on the responsibility for receiving and voting proxies, including obtaining any voting recommendations. Concerning proxy matters, we reserve the right to offer proxy administration services, as deemed necessary. 

Our firm seeks to advise issuers on due diligence responsibilities with respect to prudent shareholder communications. This includes distribution of proxy materials, vote processing, tabulation and reporting for beneficial and registered shareholders, as well as providing access to proxy materials in compliance with SEC requirements. Accordingly, our firm may utilize a third party service provider (the "Proxy Adviser") to analyze proxy issues, recommend how to vote those issues, and provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.

Holland Financial Inc. takes the position that it is imperative that a proxy advisory firm provide proper assistance and guidance with the administrative tasks associated with keeping track of the large number of voting decisions. This includes an end-to-end proxy voting platform whereby a firm receives the clients' proxy ballots, coordinates its activities with the appropriate custodian banks, executes all votes on the clients' behalf, maintains vote records and provides comprehensive reporting of the information in the system related to meetings, ballots and accounts.

It is the policy of our firm to disclose its activities. Consequently, clients will be notified at the inception of an engagement as to whether or not we intend to undertake any proxy administration responsibilities. In this regard, while our firm will take into consideration recommendations provided by a Proxy Adviser, it is the intent of Holland Financial Inc. to govern proxy voting procedures, based on its own proxy voting policies in place at that time, including our conclusions regarding the best interests of our clients, rather than basing decisions solely on the Proxy Adviser's recommendations.

Holland Financial Inc. acknowledges its role as a fiduciary in accordance with ERISA section(s) 3(16) when engaged by a plan sponsor of a tax qualified retirement plan in order to provide plan administration. 

The firm adheres to the Uniform Prudent Investor Act, as well as the following principles: When engaging in the business of rendering service on behalf of any client either directly or indirectly, our duty shall be in all instances to place the interests of our clients first.

At no time shall a Supervised Individual in connection with rendering service to any client, including administrative functions, consultancy, product placement through outside vendors, or research, engage in any act, practice, or conduct which would operate as fraud or deceit. 

No Supervised Individual shall engage in any manipulative practices, such as  Front Running, nor engage in any type of market activity while in possession of any material non-public information, whether pertaining to the market, or a corporate issuer.

When initiating and providing any data or company coverage service for an issuer, through the dissemination and distribution of quantitative research, neither our firm, nor any analysts working with us may own or trade in the securities of the subject company that has retained our firm for corporate coverage or listing service.

 With respect to a public entity that engages our firm for any financial publication services, or to facilitate with the process of SEC public company reporting and compliance, references to a particular issuer's securities is not a recommendation to acquire, dispose or hold that issuer's securities, nor do any such references constitute the rendering of any investment, legal or tax advice.. An issuer filing a registration statement under the Securities Act of 1933 becomes an SEC reporting company which requires the issuer to file Securities Exchange Act of 1934 forms 10-K, 10-Q and 8-K.

Information concerning the identity of clients, including the financial condition and status is confidential. Supervised Individuals may not provide or accept extravagant gifts or entertainment from any client, whether or not an entity or individual is seeking to do business with Holland Financial Inc.  

In a case whereby a directorship position is held by a Supervised Individual, such entity will not retain the firm directly or indirectly.

The firm at its sole discretion may choose to outsource compliance responsibilities accordingly. Holland Financial Inc. has appointed its Founding Shareholder, F. Gregory Holland as Chief Compliance Officer and Designated Compliance Principal. Mr. Holland has supervisory jurisdiction over the firm's operational procedures. The Designated Compliance Principal must participate in continuing education and is required to adhere to other regulatory compliance mandates annually. 

The firm must receive approval prior to any Supervised Individual investing in an IPO or private placement. The Designated Compliance Principal shall promptly document any deficiencies detected with respect to complying with this Code of Ethics and if necessary, take appropriate corrective measures.  An acknowledgement of this Code of Ethics affecting all covered parties shall be maintained on file at the home office of Holland Financial Inc.