Caldwell Sutter Capital Inc

Fees and Compensation
Fee Schedule

The fee schedules for each of the strategies are below. Our advisory fee is negotiable, depending on
individual client circumstances. Negotiated fees are indicated on the advisory contract and agreed to
both by Caldwell and the client, and will not exceed 1.5%. Our annual portfolio management fee is
billed and payable quarterly in advance based on the balance at end of billing period. Existing client
accounts may have a different fee schedule.

For CS Value:

Our annual fee for portfolio management services depends on the asset class:

    • 0.5% for all fixed income securities including Treasuries, corporate bonds, municipal bonds
      government securities as described in CS Value Income under Methods of Analysis
    • 0.5% for limited partnerships and other private funds managed by parties other than Caldwell
    • 1% for ETFs and closed end funds which are included in investments under CS Value Equity
      under Methods of Analysis
    • 1.5% for individually researched equities as described in CS Value Equity under Methods of
      Analysis

We do not charge on cash held or any other assets that may be held in the account.

No other asset classes are charged with these strategies. however, if a fee is negotiated, the
negotiated fee could include fees on other asset classes.

For CS Strategic Diversified:

Our annual fee for portfolio management services is a flat fee based on the Client's assets under
management. The fee will generally range from 0.15% to 1.5% annually based on the total market
value of assets in the Client's overall investment portfolio and the complexity of the services provided
to you. The stated fee will be on the contract you sign to initiate a relationship with us.

Variable annuity accounts through the Lincoln Financial Group are billed monthly in arrears based on
the market value of the assets on the last day at the end of each month at the rate specified on your
advisory contract and described above.

For Other Tailored Investments for Clients

Caldwell asks for advisory clients to complete an investment profile that helps us to understand your
financial situation, investment goals, and your tolerance for risk. We use this and other information to
help determine whether a particular investment is suitable for the needs and goals of the advisory
client. A client, through discussion with their adviser, is always free to indicate which of the investments
we recommend can be invested in their accounts. This may include restrictions on particular types of
securities, socially responsible investment strategies, or other specific factors that might be desired by
a client.

How Fees are Billed

Our annual portfolio management fee is billed and payable quarterly in advance based on the balance
at end of the prior quarter. Existing client accounts may have a different fee schedule.

If the portfolio management agreement is executed at any time other than the first day of a calendar
quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in
proportion to the number of days in the quarter for which you are a client.

We will deduct our fee directly from your account through the qualified custodian holding your funds
and securities. We will deduct our advisory fee only when you have given our firm written authorization
permitting the fees to be paid directly from your account. The qualified custodian will deliver an account
statement to you at least quarterly. These account statements will show all disbursements, including
the advisory fees, from your account. You should review all statements for accuracy.

If you have any questions regarding the advisory fees you have been charged, we encourage you
to call our main office number located on the cover page of this brochure.

Quarterly advisory fees for multiple accounts may be charged to one designated account held by the
same customer or immediate family members (husband, spouse, children) as long as there is a written
agreement or amendment signed and dated by all parties to the advisory fee agreement.

Other Fees and Expenses

In addition, the custodian of your assets, typically either Wedbush Securities Inc. or Charles Schwab
may also charge other types of fees for performing various functions including, however not limited to,
transaction fees, commission, custodial fees for various types of special accounts, requesting
certificates, fees to transfer funds and/or securities, Regulation T extension charges, exchange fees,
transfer taxes and reorganization fees.

We may trade client accounts on margin. Each client must sign a separate margin agreement before
margin is extended to that client account. Fees for advice and execution on these securities are based
on the total asset value of the account, which includes the value of the securities purchased on margin.
While a negative cash balance may show on a client's statement, the amount of the fee is based on
the absolute market value of each selected investment. This creates a conflict of interest where we
have an incentive to encourage the use of margin to create a higher market value and therefore
receive a higher fee. The use of margin may also result in interest charges in addition to all other fees
and expenses associated with the security involved.

Please see the section on Brokerage Practices for more information regarding this.

Prepaid Fees

Fees are charged in the same quarter that represents the billing period. This means that clients will
prepay their fees for that quarter.

If you terminate your advisory contract within five days of the effective date of the agreement, you will
receive a full refund of any advance fees paid. Otherwise, you are eligible for a pro-rata refund of
unearned fees in the billing period.

This refund is calculated by taking the number of days left in the billing period starting with the date of
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Types of Clients
We generally provide investment advice to individuals, their families, and their trusts, retirement
accounts, and other related accounts. We typically initiate a relationship with a portfolio size of
$250,000, though there is no hard minimum to opening an account.

Methods of Analysis, Investment Strategies and Risk of Loss