ENGAGEMENT OF SERVICES

---

Holland Financial Inc. strives to maintain best practices concerning its business activities. It is our policy to maintain adequate communication, disclose inherent and possible conflicts of interest, as well as outline the nature and scope of the engagements we seek to undertake, including the way in which Holland Financial Inc. will invoice Clients for services rendered.  It is our hope that communicating our expectations will attribute to a mutually beneficial business relationship. Clients having any general or specific questions pertaining to these procedures are encouraged to contact us.

This overview with respect to our Procedures for Engagement is intended to convey the standard policies and practices regarding invoicing for the services we provide, including any applicable expenses incurred resulting from these services on behalf of the Clients who engage our firm.

1.  Agreement of Engagement.

Existing and new Clients seeking the professional services of Holland Financial Inc. will be asked to execute an Agreement of Engagement outlining the nature and scope of the services that are intended to be provided by the firm.  It will be mutually understood that the services that we are asked to perform on behalf of our Clients, unless indicated to the contrary in writing, will be performed in accordance with the executed Agreement of Engagement and in conjunction with these procedures as outlined.  It is imperative that our Clients completely understand and agree on the work to be performed.  It is further understood, that Clients engaging Holland Financial Inc. to perform its services pursuant to the executed Agreement of Engagement, have agreed to pay the associated fees in effect during the engagement, for the professional personnel of this firm, as well as any applicable service providers who render such services.  A formal engagement letter will be sent to each new Client, outlining the specific terms and confirming the scope of the engagement.

2.   Performance of Services.

Holland Financial Inc. will strive to render its professional services in accordance with the expectations of the Client.  Our firm has working relationships with a variety of service providers. Such service providers may include, but are not limited to, other regulated financial intermediaries, actuarial and accounting firms as well as legal professionals.  In most instances, the matters undertaken by our firm will be handled internally.  In the event a specific project or aspect of a case requires us to utilize service providers outside our firm, we will advise the Client in advance.  We are committed to charging reasonably for our professional services.  Clients will be kept informed concerning the status of the work being performed during their engagement with the firm.

3.    Computation of Fees and Invoicing Procedures.

Holland Financial Inc. has a variety of invoicing methodologies to accommodate Client objectives.  Our firm utilizes prudence and high standards of professional conduct. These policies are in place so that the firm can strive for reasonableness pertaining to fees assessed for the work performed on behalf of our Clients.  In accordance with determining a fair compensatory structure, Holland Financial Inc. will consider numerous factors with respect to the fulfillment of its Client obligations. These factors may include, but are not limited to, the costs customarily accessed for services of a similar nature and the value of those services to the Client, the time, labor and expertise required to perform the services, the nature of the professional relationship with the Client, possible time constraints imposed by the Client, or other circumstances, the probability that the acceptance of an engagement will preclude us from taking on additional Client opportunities.   In general, the firm’s fees will be calculated based on the time expended on the Client’s matter in accordance with the firm’s fee structure as stipulated in the Engagement Agreement made in advance.  Our firm will assign a standard rate structure to account for certain services rendered. Under these circumstances, the firm will invoice for services in half hour increments daily. Clarification of the firm’s rate structure will be furnished upon request.  Some Client agreements made in advance may be subject to certain requirements, stipulating that our fees will be subject to maximum and/or minimum amounts. While the firm will base its compensatory structure largely on the goals and objectives of the Client, we will also consider our work capacity at the outset of a potential Client agreement.  With respect to the firm rendering services, other expenses could be applicable. These items may include, but are not limited to research, digital and hard copy correspondence, photocopies, document preparation and travel. The firm will invoice for such expenses accordingly.  Unless previously agreed upon, the firm will invoice for services at the beginning of each month. Payment is due thirty days following the date of the invoice.

4.   Other Expenses.

Unless otherwise agreed upon with specific projects, Holland Financial Inc. is under no obligation to advance any associated costs in conjunction with any expenses incurred from third party vendors on behalf of our Clients.  Should a circumstance of this nature arise, the firm may require in advance that the Client decide through either an escrow deposit with our firm or through direct payment with the third-party vendor.

5.    Past Due Accounts.

If an account becomes more than 30 days past due, the firm may stop performing work until the account is brought current. If a bill remains unpaid, the firm may also withdraw from rendering further services. Holland Financial Inc. shall be entitled to its collection cost and a reasonable attorney’s fee when the firm incurs costs to collect the amount due.

6.    Disputes.

If you disagree with the amount of our fee, please contact us immediately.  We typically can resolve such disagreements satisfactorily with little inconvenience or formality. Our firm’s Engagement Agreement includes a provision whereby any disputes will be submitted to arbitration.  The arbitration agreement provides that an arbitrator be utilized in the state of Wisconsin and is a member of the State Bar of Wisconsin. The arbitration would be conducted per the rules of the American Arbitration Association.  We agree to participate fully in that process.

7.    Termination.

We reserve the right to suspend or terminate any agreement in progress, in the event of non-payment of an invoice within thirty days after an invoice is due. If we exercise such right to suspend or terminate work in progress, Holland Financial Inc. will be entitled to receive from the Client a written acknowledgement that we are permitted to exercise such suspension, termination or withdrawal right under the terms and conditions of our Engagement Agreement with the Client. 

 In addition to our right to withdraw from our Engagement Agreement at any time if the payment terms described above are not satisfied, it is understood that our Clients reserve the right to terminate their engagement of our firm at any time, upon payment in full of fees and expenses accrued up to that time.