2022 Fiduciary Tax Return Engagement Letter (CR)

Dear Client:

We look forward to providing you with tax return preparation services this year! The purpose of this letter and attached “Additional Engagement Terms” is to specify the terms of our engagement and clarify the nature and extent of the services we will provide. This way, you know what to expect from us, and we can endeavor to delight you with high-quality, seamless services.

We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing to bear a high level of technical expertise and personal service. It also helps us keep our costs down for all clients.

Returns Covered under the Engagement

With this letter, you are engaging us to prepare your 2022 U.S. and state fiduciary income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, please let us know, and we would be pleased to prepare the required nonresident state tax return(s). In addition, you may have a filing requirement or tax liability in a foreign country. Generally, you are responsible to determine whether you must file and pay taxes in a foreign country; however, upon request, we would be pleased to assist you in making these determinations. We will not prepare any tax returns other than those identified above, without your written request, and our written consent to do so.

We will prepare the above-referenced tax returns solely for filing with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS, state and local tax authorities regardless of the nature of the claim, including the negligence of any party.

This engagement is limited to the professional services outlined above.

Information Gathering and Submittal Process

You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns. To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Once your information is assembled and organizers/questionnaires are complete, you will submit your complete information to us. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service.

We will not audit or otherwise verify the information you provide us; however, we may ask for additional clarification of some information. You should maintain the documentation necessary to support the data used in the preparation of your tax returns should you be required to produce them upon examination by the taxing authorities.

Client Due Diligence

We will provide you with guidance on the timeline for submitting your tax information to us. It is your responsibility to provide your complete tax information to us in a timely manner so that we can prepare your tax returns in time for you to file them by the due dates. You also have the final responsibility for the tax returns, and therefore, once you receive them, you should carefully review the returns (to determine that there are no omissions or misstatements) before signing them and submitting them to the tax authorities, or authorizing e-filing of the returns.

Tax Planning Services

Tax planning services are not within the scope of this engagement. During the course of preparing the tax returns identified above, we may bring to your attention potential tax savings strategies for you to consider as a possible means of reducing your taxes in subsequent tax years. However, we have no responsibility to do so, and will take no action with respect to such recommendations, as the responsibility for implementation remains with you, the taxpayer. If you ask us to provide tax planning services, and we agree to provide them to you, we will confirm this engagement in a separate Agreement.

Tax Advice

Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations.  To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice.

Arguable Positions

We will use our judgment to resolve questions in your favor where a tax law is unclear, provided that we have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials. Tax reference materials include but are not limited to, the Internal Revenue Code (“IRC”), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability, including but not limited to, additional tax, penalties, interest, and related professional fees.

FinCEN Form 114 (FBAR)

You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. This information includes but is not limited to savings accounts, checking accounts, current accounts, securities accounts, custodial accounts, certificates of deposit, time deposits, mutual funds, annuities, insurance policies with cash surrender values, retirement accounts, and pension accounts. In addition, any ownership interests you directly or indirectly hold in an entity or company located in a foreign country such as a corporation, partnership or trust must be reported. Please disclose all items that may possibly fall within this broad definition. You are responsible for asking us if you have any questions about what is required to be reported.

You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your FBAR. Our records are not a substitute for yours. You should retain all documents that provide evidence and support for reported balances on your FBAR, as required under applicable laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any audit or inquiry by FinCEN, or other tax authorities. You will be responsible for any liability, including but not limited to, civil or criminal penalties, additional tax, interest and related professional fees, due to inadequate documentation.

Failure to file an FBAR when required, or to fully and accurately disclose all information requested in the report, may result in the imposition of civil or criminal penalties, and interest charges on unpaid penalties. If you have income earned outside of the United States, additional penalty and interest charges can be assessed by the IRS and other tax authorities on such income if it is not reported on your income tax returns. These penalties and related interest charges may be significant. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities.

U.S. Filing Obligations Related to Foreign Financial Interests

Based on the information you provide, you may have additional filing obligations including but not limited to International Information Reports to disclose:

• Ownership of or an officer relationship with respect to certain foreign corporations (Form 5471);
• Foreign-owned U.S. corporation or domestic disregarded entity (Form 5472);
• Foreign corporation engaged in a U.S. trade or business (Form 5472);
• U.S. transferor of property to a foreign corporation (Form 926);
• U.S. person with an interest in a foreign trust (Forms 3520 and 3520-A);
• U.S. person with interests in a foreign partnership (Form 8865);
• U.S. person with interests in a foreign disregarded entity (Form 8858);
• U.S. shareholders of controlled foreign corporations (Form 8992);
• A U.S. person who owns stock (or holds an option to purchase stock) of a foreign corporation and elects to treat such stock as the stock of a qualifying electing fund (Form 8621);
• Forms 1065, 1120-S, and 8865 Schedules K-2 and K-3;
• Ownership of specified foreign financial assets (Form 8938); or
• FinCEN Beneficial Ownership Disclosures.

You are responsible for informing us of all foreign assets owned directly or indirectly, including but not limited to financial accounts with foreign institutions, other foreign non-account investments, and ownership of any foreign entities, regardless of amount. If upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you.

Failure to timely file the required forms may result in substantial civil and/or criminal penalties. By your signature below, you agree to provide us with complete and accurate information regarding any foreign investments in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year.

The foreign reporting requirements are very complex. If you have any questions regarding the application of the reporting requirements for your foreign interests or activities, please ask us and we will respond in writing. Only advice that is in writing may be relied upon. We assume no liability for penalties associated with the failure to file or untimely filing of any of these forms.

Schedules K-2 and K-3

Individual tax return filers (Forms 1040 and 1040NR) may be required to obtain Schedules K-3, in addition to Schedules K-1, if they are partners in certain pass-through entities. Some individual filers may also be required to produce Schedules K-2 or K-3 to issue to others.

New in 2022 for a domestic partnership, there are four criteria that must all be met to be granted a domestic filing exception for Schedules K-2 and K-3.

• The first exception is the “No or Limited Foreign Activity Exception.” It applies if an entity has no foreign activity, or an entity only has foreign passive activity upon which $300 or less of foreign income taxes were paid or accrued.
• The second exception is the “US Citizen/Resident Alien Partners Exception.” It applies if all the direct partners in the domestic partnership are either U.S citizens, resident aliens, domestic decedents’ estates, domestic grantor trusts, or domestic non-grantor trusts. If a non-resident is misclassified as a resident alien partner, the exception does not apply. The non-resident must take active steps to notify the partnership of the misclassification and correct the status as a “foreign partner.”
• The third exception is the “Partner Notification Exception.” An eligible partnership/S corporation that wants to avail itself of the domestic filing exception can inform partners/shareholders that no Schedule K-3 will be provided as late as Schedule K-1 is sent to the partners/shareholders, and this information can be an attachment to the K-1.

If the partner/shareholder wants Schedule K-3, it is the duty of the partner/shareholder to request it from the partnership/S corporation. This request should be made by the partner/shareholder one month before the due date for filing the partnership/S corporation return.

Thus, under new instructions for tax year 2022, the eligible partnership/S corporation can inform partners/shareholders that no K-3 will be issued as late as March 15, 2023, or in case of an extension as late as September 15, 2023. On the other hand, a partner/shareholder who wants Schedule K-3 may inform the eligible partnership/S corporation on or before February 15 and if an extension is filed by the partnership/S corporation on or before August 15, 2023.  A determination must be made if all the other criteria are met, and to ensure that each partner receives proper and timely notification. This notification process should be documented so there are no misunderstandings resulting in non-compliance.  It is the responsibility of the client to obtain this notification from the partnership and provide it to our firm.  If the client has requested the schedule, then a copy of the documented request made to the partnership must also be provided to our firm for our records.

• The last exception is the “No 2022 Schedule K-3 Request by the 1 month date.” It applies if the partnership does not receive a request from any partner for Schedule K-3 information on or before the 1-month date, which is defined as one month before the due date (without extension) of the partnership’s Form 1065. If a request is received from a partner on or before the 1-month date, the partnership must file Schedules K-2 and K-3 and attach them to the tax return. The forms must be completed only with respect to the parts and sections relevant and requested by the partner. The partnership does not need to complete sections that are not relevant or requested by the partner. For requests received after the 1-month date, the partnership is required to provide Schedule K-3, completed with the partner’s requested information on the later of the date on which the partnership files the Form 1065, or one month from the date on which the partnership receives the request from the partner. If the request is made after the 1-month date, the partnership need not file Schedules K-2 and K-3 with the IRS but provide Schedule K-3 to the requesting partner directly. In instances where a partnership receives requests from partners both before and after the 1-month date, the partnership must file K-2 and K-3 with the relevant requested sections for the partner(s) whom requested before the 1-month date with the tax return, and for those who requested after the 1-month date, a K-3 must be furnished (but not attached to the tax return) on the later of the date on which the partnership files Form 1065, or one month from the date on which the partnership receives the request from the partner.  This in turn makes February 15, 2023, a significant date as well.  Our firm recommends that clients work with their Partnership investment manager to make sure a documentable formal process for request of Schedule K-3 is made on a timely basis.

Please note that our firm takes no responsibility for any penalties that may be incurred should for failure to file Schedules K-2 and K-3 with an individual income tax return for tax year 2022.  The client has the ultimate responsibility to obtain and provide these schedules to our firm in a timely manner consistent with our firm’s external due dates to provide information to our firm to complete a tax return by the due date or extended due date if on extension.

Please note that in many cases, Schedule K-3 may require the filing of International Informational Reports (e.g., Forms 8621, 5471, 8865, etc.) that may be unanticipated by both our firm and the client.  The preparation of these reports is based on our billable hourly fees in our standard fee schedule that is available upon request by the client.

Bookkeeping Assistance

We may deem it necessary to provide you with accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. In those cases, we will provide you with referrals to bookkeepers.

Personal Expenses

You are responsible for ensuring that personal expenses, if any, are segregated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. At your written request, we are available to provide you with written answers to your questions on the types of supporting records required.

Prior-Year Review

If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. If you become aware of any information impacting prior year tax returns, please contact us. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement.

Estimated Tax Payments

You may be required to make quarterly estimated tax payments in various tax jurisdictions. Our organizer/questionnaire allows you to indicate whether you would like us to prepare these estimates and on what basis (“safe harbor” or tailored). We will calculate these payments for the 2023 tax year based upon the information you provide to prepare your 2022 tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard hourly rates and will be subject to the terms of this Agreement.

Third-Party Requests

We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on these tax returns. We do not communicate with third parties or provide them with copies of tax returns.

Support for Examinations by Tax Authorities

Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional   tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities.

In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

Method of Communication

Our firm may utilize electronic communications (e.g., fax and e-mail) during this engagement. You consent to our firm’s use of electronic communications and recognize and accept the inherent risks related to these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications, and the risks of viruses or other harmful intrusions).

Electronic Data Communication and Storage

In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. You consent to our use of these electronic devices and applications during this engagement.

Newsletters and Similar Communications

We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not constitute a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

Disclaimer of Legal and Investment Advice

Our services under this Agreement do not constitute legal or investment advice unless specifically engaged to provide investment advice in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice.

Referrals

In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

Brokerage, Investment Advisory or Cryptocurrency Statements

If you provide our firm with copies of brokerage, investment advisor, or cryptocurrency statements, we will use the information solely for the purpose described in the Engagement Objective and Scope section of this Agreement. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

Digital Assets

There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions.

If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. You agree to provide us with complete and accurate information regarding any transactions in, or transactions that have used, digital assets during the applicable tax year. If you have any questions regarding your digital assets and/or transactions, please ask us, and we will respond in writing.

Our firm reserves the right to use our internal company policies and procedures to report income, expenses, credits, deductions, and foreign financial asset declarations should there not be an expressly stated method in the Internal Revenue Code, Regulations, and/or IRS Frequently Asked Questions (FAQs).

Comfort Letter Requests

We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on these tax returns. We do not communicate with third parties or provide them with copies of tax returns.

Federally Authorized Practitioner – Client Privilege

Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.

This privilege is limited in several important respects. For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.

While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this federally authorized practitioner-client privilege.

IRS Form 8275 and 8275-R

The IRS and many states impose penalties for substantial understatement of tax. To avoid the substantial understatement penalty, you must have substantial authority to support the tax treatment of the item challenged by the IRS or have an adequate disclosure of the item. To fulfill the adequate disclosure requirement, you may be required to attach to your tax return a completed Form 8275, Disclosure Statement, or Form 8275-R, Regulation Disclosure Statement, which discloses all relevant facts.

You agree to advise us if you wish to disclose a tax treatment on your return. If you request our assistance in identifying or performing further research to ascertain if there is substantial authority for the proposed position to be taken on the tax item(s) in your returns, and we agree to perform the research, we will confirm this engagement in a separate agreement. It is your responsibility to contact us if additional assistance is required.

If we conclude as a result of our research that you are required to disclose a transaction on your tax return, you consent to attach Form 8275 or Form 8275-R to your tax return for filing after we discuss the matter with you. If the IRS, state or local tax authorities later contest the position taken, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability arising from such contest, including but not limited to, additional tax, penalties, interest, and related professional fees for the position taken.

Extensions of Time to File Tax Returns

The original filing due dates for your tax returns are listed in the tax questionnaire we sent you. Due to the high volume of tax returns prepared by our firm, you must provide the information needed to prepare the tax returns no later than the dates specified in the questionnaire. Failure to do so may result in the inability to complete your returns by the original filing due dates.

It may become necessary to apply for an extension of the filing deadline if there are unresolved issues or delays in processing, or if we do not receive all of the necessary information from you on a timely basis. Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action. All taxes owed are due by the original filing due date. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.

To the extent you wish to engage our firm to apply for extensions of time to file tax returns on your behalf, you must notify us of this request in writing. In some cases, your signature may be required on such applications prior to filing. Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial.

TWG reserves the right to unilaterally file and place any client on extension if TWG determines that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline.

Timing of the Engagement

We expect to begin our services upon receipt of this executed Agreement, the completed 2022 income tax organizer, and all documents requested either in the organizer or by our office.

Our services will conclude upon the earlier of:

For E-Filed Returns

• The e-filing and e-acceptance of your 2022 tax returns by the appropriate tax authorities and mailing or delivery of non-electronically filed tax returns (if any) to you and your filing with the appropriate tax authorities, except for the calculation of quarterly estimated tax payments, which services will conclude upon delivery of each recommended estimated tax payment,
• Written notification by either party that the engagement is terminated, or
• Eighteen (18) months from the execution date of this Agreement.

For Paper-Filed Returns

If you have to paper file a tax return (or opt to do so), our services will conclude upon the earlier of:

• Mailing or delivery of your 2022 tax returns to you and your filing with the appropriate tax authorities, except for the calculation of quarterly estimated tax payments, which services will conclude upon delivery of each recommended estimated tax payment,
• Written notification by either party that the engagement is terminated, or
• Eighteen (18) months from the execution date of this Agreement.

Fees

Fees for our services are based on the complexity of your returns, the tax forms prepared, and the amount of time required at our standard hourly billing rates. Please note that the manner in which the data is presented to us and any necessary tax research on a particular subject can affect the final fee. Our services will conclude upon delivery of the completed tax returns or upon our withdrawal from the engagement, if earlier. Fees are considered earned when payment is received, or services concluded, whichever is earlier. Invoices are due and payable on presentation. Past due balances may be subject to finance and collection charges.

We require a retainer to get started. Retainers may be paid via check or credit card. If sending a check, please mail to our office address:

The Wolf Group
12701 Fair Lakes Cir. #220
Fairfax, VA 22033

If you would like the convenience of having your credit card on file to pay your retainer and charge the balance of your tax return fee upon completion of your returns, please indicate your preference below. In this case, you will be directed to a payment page to enter your credit card information. Then, once your returns are completed, we will send them to you, along with a copy of your invoice for services rendered. If your returns qualify for e-filing (and we receive your signed e-file authorizations within 2 weeks of delivery), we will charge the balance of your invoice to your credit card upon receipt of your signed e-file authorization forms. If your returns must be paper filed or e-filed later, we will charge the balance of your invoice to your card upon delivery of your returns to you.

IMPORTANT

If you provide a personal credit card to pay the Fiduciary invoice, it is imperative that the Trust/Estate reimburses you for this expense.  Failure to receive reimbursement creates a gift from you to the Trust/Estate.  Such a gift may produce unintended consequences for gift, estate and Generation-Skipping Transfer (“GST”) tax purposes.

Acceptance of Engagement Terms

If you authorize The Wolf Group, PC to prepare your 2022 fiduciary income tax returns pursuant to the terms set forth above, please sign below. Retain a copy of this letter for your records. If we do not receive a signed original of this letter but receive a completed copy of the Tax Organizer and/or supporting documentation, then such receipt shall be deemed to evidence your acceptance of the terms set forth herein.

We want to express our appreciation for this opportunity to serve you.

Very truly yours,

The Wolf Group, PC

Additional Engagement Terms

Responsibilities of the Client

A fundamental term of this Agreement is that the Client will provide us with all information relevant to the services to be performed and to provide us with any reasonable assistance as may be required to properly perform the engagement. The Client agrees to bring to our attention any matters that may reasonably be expected to require further consideration to determine the proper treatment of any relevant item. The Client also agrees to bring to our attention any changes in the information as originally presented as soon as such information becomes available. Unless otherwise indicated, any deliverables are solely for Client’s internal use and benefit.

Responsibilities of The Wolf Group, PC (“The Wolf Group”)

We will perform our services on the basis of the information you have provided and in consideration of the applicable federal, state or local laws, regulations and associated interpretations relative to the appropriate jurisdiction as of the date the services are provided. Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services.

Engagement Limitations

The services performed under this Agreement do not include the provision of legal advice and we make no representations regarding questions of legal interpretation. Client should consult with its attorneys with respect to any legal matters or items that require legal interpretation, under federal, state or other type of law or regulation.

As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will be available to assist the Client in the event of an audit or any issue for which we have provided services under this Agreement. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this Agreement.

Disassociation or Termination of Engagement

Either party may terminate this Agreement at any time upon written notice of termination to the other party. In the event of termination, Client will be responsible for fees earned and expenses incurred through the actual date of termination.

Except to the extent finally determined to have resulted from the gross negligence or other intentional misconduct of The Wolf Group, The Wolf Group’s liability to pay damages for any losses incurred by the client as a result of breach of conduct, negligence or other tort committed by The Wolf Group, is limited to the total amount of fees charged by The Wolf Group for the particular service provided under this Agreement to which such claim relates.

Limitation of Actions (Statue of Limitations)

In accordance with the Code of Virginia § 59.1-508.5, you agree to a modified Statute of Limitations to bring an action for breach of contract. The action for breach of contract must be commenced within the later of three years after the right of action accrues or one year after the breach was or should have been discovered, but not later than three years after the right of action accrues.

Other Provisions

Neither party shall be liable to the other for any delay or failure to perform any of the services or obligations set forth in this Agreement due to causes beyond its reasonable control.

This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Virginia, without giving effect to the provisions relating to conflict of laws.

The Wolf Group, PC is a member of Nexia International, an international network of independent accounting and consulting firms. Nexia International does not accept any responsibility for the commission of any act, or omission to act by, or the liabilities of, any of its members. Membership of Nexia International, or associated umbrella organizations, does not constitute any partnership between members, and members do not accept any responsibility for the commission of any act, or omission to act by, or the liabilities of, other members.

[2022 Fiduciary Tax Return Engagement Letter (R)]