Capstone Asset Management LLC

Item 5 – Fees and Compensation

Fixed Fees:
                                                    Increment per $1 MM over
Portfolio Size (millions)       Base Fee                 Range Minimum
$0 - $10                        $30,000                     $1,000
$15 - $25                        35,000                        700
$25 - $50                        42,000                        360
$50 - $75                        51,000                        140
$75 - $100                       54,500                         70
$100 - $150                      56,250                         70
$150 - $200                      59,750                         70
$200 - $250                      63,250                         70
$250 - $300                      66,750                         70
 $300 - $350                     70,250                         70
$350 - $400                      73,750                         70
$400 - $450                      77,250                         70
$450 - $500                      80,750                         70
$500 - $550                      84,250                         70

This schedule is used as a guideline only; all fees are subject to negotiation at the sole discretion of CAM.

Assessment of Annual Fixed Fees:

CAM shall bill client on a quarterly (calendar) basis. The first bill (“inception bill") shall be calculated and prorated
according to the date ("inception date") of execution of the CAA and shall be payable at the end of the calendar
quarter in which the initial meeting between the client and CAM takes place. This fee portion shall be referred to as
the "inception fee."

At the same time the inception fee is calculated, CAM shall also calculate, in advance, the next quarter's fee. This
fee amount shall be calculated by assessing one quarter (1/4) of the total annual fixed fee charged against the assets
in client's account(s). Client's first bill shall include the inception fee and the first full quarter's fee (advanced).
Thereafter, each subsequent quarterly fee shall be payable, in advance, at the beginning of each calendar quarter.

In the event of termination, the client will receive a prorated refund of any pre-paid fees attributable to any period
after the date of termination.

Other Fee Considerations:
Via direct billing. Clients shall be invoiced by approximately the fifth business day of the month subsequent to the
most recently ended calendar quarter. Payment is due upon receipt.

CAM, in its sole discretion, may charge a lesser or no advisory fee based upon certain criteria (i.e. anticipated future
earnings capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts,
account composition, negotiations with the client, etc.). No increase in CAM's fee(s) shall be effective without prior
written notification of at least thirty (30) days to the client.

Item 12 further describes the factors that CAM considers in selecting or recommending broker-dealers for client
transactions and determining the reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients

CAM provides investment advisory services to community banks and thrifts.