KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS

Exhibit 99.1

▇▇▇▇▇▇ & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

SUITE 524

DUBLIN, OHIO 43017

(614) 766- 1426            (▇▇▇) ▇▇▇-▇▇▇▇ FAX

December 30, 2014

The Board of Directors

Cincinnati Federal Savings

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Cincinnati, Ohio 45247

 

Re:	Conversion Valuation Agreement

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇ & Company, Inc. (hereinafter referred to as ▇▇▇▇▇▇) hereby proposes to prepare an independent conversion appraisal of Cincinnati Federal Savings (hereinafter referred to as “Cincinnati Federal”), relating to the mutual to stock conversion of Cincinnati Federal and minority stock offering (“the “Stock Offering”) of Cincinnati Federal’s mid-tier holding company. ▇▇▇▇▇▇ will provide a pro forma valuation of the market value of the shares of Cincinnati Federal’s mid-tier holding company to be sold in connection with the minority stock offering.

▇▇▇▇▇▇ is a national financial consulting firm that primarily serves the financial institution industry. ▇▇▇▇▇▇ is experienced in evaluating and appraising thrift institutions and thrift institution holding companies. ▇▇▇▇▇▇ is an approved conversion appraiser for filings with the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Board (“FRB”), and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations. ▇▇▇▇▇▇ has completed conversion appraisals related to standard conversions, mutual holding company stock offerings and conversions involving foundations.

▇▇▇▇▇▇ agrees to prepare the conversion appraisal in the format required by the OCC in a timely manner for prompt filing with the OCC. ▇▇▇▇▇▇ will provide any additional information as requested and will complete appraisal updates in accordance with regulatory requirements and based on market conditions.

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The appraisal report will provide a detailed description of Cincinnati Federal, including its financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications. The appraisal will include a description of Cincinnati Federal’s market area, including both economic and demographic characteristics and trends. An analysis of other publicly-traded thrift institutions will be performed to determine a comparable group, and adjustments to the appraised value will be made based on a comparison of Cincinnati Federal with the comparable group and recognizing the risk related to an initial public offering.

In completing its appraisal, ▇▇▇▇▇▇ will rely upon the information in the Subscription and Community Offering Prospectus, including the audited and unaudited financial statements. Among other factors, ▇▇▇▇▇▇ will also consider the following: the present and projected operating results and financial condition of Cincinnati Federal; the economic and demographic conditions in Cincinnati Federal’s existing marketing area; pertinent historical financial and other information relating to Cincinnati Federal; a comparative evaluation of the operating and financial statistics of Cincinnati Federal with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of common stock; the impact of the stock offering on Cincinnati Federal’s capital position and earnings potential; Cincinnati Federal’s proposed initial dividend, if any; and the trading market for securities of comparable institutions and general conditions in the market for such securities. In preparing the appraisal, ▇▇▇▇▇▇ will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided by Cincinnati Federal, and will not independently value the assets or liabilities of Cincinnati Federal in order to prepare the appraisal.

Upon completion of the conversion appraisal, ▇▇▇▇▇▇ will make a presentation to the board of directors of Cincinnati Federal to review the content of the appraisal, the format and the assumptions. A written presentation will be provided to each board member as a part of the overall presentation.

For its services in making this appraisal, ▇▇▇▇▇▇’▇ fee will be $35,000 including one final valuation update, plus out-of-pocket expenses not to exceed $700, for travel, copying, binding, etc. Any additional valuation updates will not be subject to any additional fee. Upon the acceptance of this proposal, ▇▇▇▇▇▇ shall be paid a retainer of $5,000 to be applied to the total appraisal fee of $35,000, the balance of which will be payable at the time of the completion of the appraisal. Any appraisal valuation update is not a mandatory requirement but can be requested by regulators. Excluding such a request by regulators or completed voluntarily in response to changes in the market prices of thrifts, our total fee will be $35,000, including the final valuation update, which will be required.

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Cincinnati Federal agrees, by the acceptance of this proposal, to indemnify ▇▇▇▇▇▇ and its employees and affiliates for certain costs and expenses, including reasonable legal fees, in connection with claims or litigation reasonably relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to ▇▇▇▇▇▇ by Cincinnati Federal or by an intentional omission by Cincinnati Federal to state a material fact in the information, provided, however, Cincinnati Federal shall not be obligated to indemnify ▇▇▇▇▇▇ for any loss, cost or expense attributable to the negligence, bad faith or willful misconduct Of ▇▇▇▇▇▇ or its employees or agents or to the extent such loss, cost or expense was due to a breach of this agreement by ▇▇▇▇▇▇.

▇▇▇▇▇▇ agrees to indemnify Cincinnati Federal and its employees and affiliates for certain cost and expenses, including reasonable legal fees, in connection with claims or litigation relating to or bused upon the negligence or willful misconduct of ▇▇▇▇▇▇ or its employees or affiliates.

This proposal will be considered accepted upon the execution of the two enclosed copies of this agreement and the return of one executed copy to ▇▇▇▇▇▇, accompanied by the specified retainer.