Portfolio Management Services Packet

Capital Investment Brokerage, Inc.

Dear Solicitor Agent: Thank you for your interest in Capital Investment Counsel and its portfolio management services. The following items are enclosed for your Client’s review and execution, where applicable. In the case of the Solicitation Agreement and Disclosure, you as the Solicitor are required to review and execute.

1. New Account Form and Brokerage Forms – A New Account Form will need to be completed and then executed by the Client. Also, additional required brokerage forms (i.e. trust certifications, IRA Simplifier, etc.) must be completed commiserate with account registration(s) for each account to be managed by Counsel. Additional required brokerage forms can be obtained from the firm’s web site, www.capital-invest.com.

2. Investment Advisory Agreement – The agreement is to be executed by Client and Counsel’s

authorized signatory. All blank items and selection options are to be completed by the Client. 3. Trading Authorization Form – The form is to be executed by the Client and Counsel’s authorized

signatory.

4. Letter of Authorization – The Letter of Authorization page is to be completed by Clients for their quarterly investment advisory fees to be debited from their brokerage account.

5. Solicitation Agreement and Disclosure – The agreement is to be executed by Client, Solicitor,

and Counsel’s authorized signatory.

6. Money Management Investment Objectives and Guidelines – The document is to be completed and executed by the Client with assistance from the Solicitor.

7. Privacy Policy – The privacy policy is to be provided to all prospective Clients.

8. Form ADV Part ll & Schedule F – The information is to be provided to all prospective Clients

about Capital Investment Counsel, Inc. We encourage all Clients to read such document closely.

9. Wrap Fee Program Brochure – The brochure is required to be provided to prospective Clients for informational purposes. Unlike Schedule ll, this brochure provides more detailed information about participation in the Wrap Fee Program. We encourage all Wrap Fee Program participants to read such document closely.

Once we have received and processed the paperwork, we will mail a copy of the fully executed documents to both you and your client. Please make sure that you send the original documents (numbers 1-6) to:

Capital Investment Counsel, Inc. Attn: Kristin Matthews

17 Glenwood Avenue Raleigh, NC 27603

Once again, thank you for your interest in Capital Investment Counsel, Inc. Should you have any questions, please contact Kristin Matthews at (919) 863-2384. Respectfully, Capital Investment Counsel, Inc.

NEW ACCOUNT FORMACCOUNT NO. AE# DATE

FOR PERSONAL ACCOUNTSEMPLOYED BY OCCUPATION ANNUAL INCOME NET WORTH LIQUID NET WORTH

BUSINESS ADDRESS CITIZENSHIP MARRIED? TAX BRACKET

CITY STATE ZIP CODE SPOUSE/JT.TEN/TTEE INCOME SPOUSE/JT.TEN/TTEE OCCUPATION

TYPE OF ACCOUNT TO BE OPENED: nn CASH nn MARGIN (FORWARD ADDITIONAL INFORMATION) nn OPTION (FORWARD ADDITIONAL INFORMATION)

ACCOUNT REGISTRATION:

nn INDIVIDUAL (001) nn IRA (074) nn NON-PROFIT ORG. (065) nn TRUST (073)

nn JTWROS (002) nn ROTH IRA (074) nn CUSTODIAN FOR MINOR (010) nn ESTATE (071)

nn CORPORATION (003) nn SIMPLE (076) nn JT TENANTS IN COMMON (020) nn DVP/RVP (050)

nn PARTNERSHIP (056) nn SEP (076) nn 529 PLAN nn OTHER

ACCOUNT INFORMATION

SERVICE INSTRUCTIONS

MONEY MARKET

INVESTMENT OBJECTIVES, RISK TOLERANCE, AND EXPERIENCE

WHEN BUYING SECURITIES: SETTLEMENT INSTRUCTIONS: CASH DIVIDENDS/INTEREST:

nn DELIVER CUSTOMER NAME (1) nn SEND CHECK ON SETTLEMENT (A) nn MAIL CHECK (5)

nn HOLD CERTIFICATES (4) nn PURCHASE/MONEY MARKET FUND (C) nn HOLD IN ACCOUNT (1)

nn PRIME CASH nn GOVERNMENT nn TREASURY nn MUNICIPAL

INTERNAL REVENUE SERVICE—Required Information (W-9 Form): Under penalties of perjury, I certify (1) that the Taxpayer I.D. Number shown above is my correct taxpayer identification number; and (2) that Iam not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has noti-fied me that I am no longer subject to backup withholding. (Internal Revenue Service regulations require you to strike out the language certifying that you are not subject to backup withholding due to notified payeeunder reporting if you have been notified that you are subject to this type of withholding, and you have not received a notice from the Internal Revenue Service advising you that backup withholding has terminated.)(3) I am a U.S. person (including a U.S. resident alien).

BANK CUSTOMER ACKNOWLEDGEMENT: IN CONSIDERATION OF CAPITAL INVESTMENT BROKERAGE, INC. (CIB) ACCEPTING FOR THE UNDERSIGNED ONE OR MORE ACCOUNTS, THEUNDERSIGNED HEREBY ACKNOWLEDGES THAT CIB IS AN INDEPENDENT REGISTERED SECURITIES BROKER/DEALER, AND THAT ALL SECURITIES SERVICES PROVIDED TO THE UNDERSIGNEDBY CIB OR ITS DESIGNATED CLEARING AGENT(S), ARE SOLELY THE RESPONSIBILITY OF CIB OR ITS DESIGNATED CLEARING AGENT(S), ARE NOT FDIC INSURED, AND ARE NOT BEING PRO-

VIDED BY, AND ARE NOT THE RESPONSIBILITY OF THE SUBSCRIBING INSTITUTION ON WHOSE PREMISES CIB’S OFFICES ARE LOCATED. _____________INITIALS

In consideration of your accepting one or more accounts, I hereby affirm that the information above is correct and I have read and understand and agree to the terms set forth in theCustomer Agreement on the reverse of this application. By signing this form, I acknowledge I have or will receive a copy of the New Account Form with Customer Agreement. THISAGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 10 ON THE REVERSE SIDE.

X —————————————————————————————————————————— X ——————————————————————————————————————————Customer Signature Date Joint Party(ies) Signature Date

X —————————————————————————————————————————— X ——————————————————————————————————————————Registered Representative Signature Date Registered Principal Date

Compliance Department: 17 Glenwood Avenue, Raleigh, NC 27603 919-831-2370

Account Carried By:

nn STERNE, AGEE & LEACHnn DIRECT INVESTMENT - (REITS,Mutual Funds, Insurance, Annuities)

INITIAL TRANSACTION nn BUY nn SELL nn DEPOSIT nn TRANSFER nn ROLLOVER DESCRIPTION: ______________________________________________________

HOW WAS CUSTOMER INTRODUCED? nn BANK CUSTOMER nn PERSONAL ACQUAINTANCE nn CALL IN nn SOLICITATION nn SEMINAR nn WALK-IN nn ADVERTISING

HOW LONG HAVE YOU KNOWN CUSTOMER? ______________ BANK REFERENCE ____________________________________________________________________________________

NOTES INCLUDING RELATED/OTHER ACCOUNTS TO BE LINKED FOR BREAKPOINTS (Account Name/Account Number/Location): ________________________________________

__________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________

ADDITIONAL INFORMATION

PRIMARY OBJECTIVE & RISK TOLERANCESelect only one objective and time horizon.

nn PRESERVATION OF CAPITAL + CONSERVATIVE (A)

nn PRESERVATION OF CAPITAL + MODERATE (B)

nn INCOME + CONSERVATIVE (C)

nn INCOME + MODERATE (D)

nn CAPITAL APPRECIATION/GROWTH + CONSERVATIVE (E)

nn CAPITAL APPRECIATION/GROWTH + MODERATE (F)

nn CAPITAL APPRECIATION/GROWTH + AGGRESSIVE (G)

nn SPECULATION + AGGRESSIVE (H)

TIME HORIZONnn <5 YEARS nn 5-10 YEARS nn >10 YEARS

SECONDARY OBJECTIVE & RISK TOLERANCESelect one objective and risk tolerance (not required).

nn PRESERVATION OF CAPITAL + CONSERVATIVE (A)

nn PRESERVATION OF CAPITAL + MODERATE (B)

nn INCOME + CONSERVATIVE (C)

nn INCOME + MODERATE (D)

nn CAPITAL APPRECIATION/GROWTH + CONSERVATIVE (E)

nn CAPITAL APPRECIATION/GROWTH + MODERATE (F)

nn CAPITAL APPRECIATION/GROWTH + AGGRESSIVE (G)

nn SPECULATION + AGGRESSIVE (H)

TIME HORIZONnn <5 YEARS nn 5-10 YEARS nn >10 YEARS

INVESTMENT EXPERIENCEProvide your experience in years.

Stocks __________

Bonds __________

Mutual Funds __________

ETFs __________

Variable Insurance __________

Variable Annuities __________

Options __________

LPs/REITs __________

Margin Trading __________

Other __________

nn NEW ACCOUNT nn UPDATE

INVESTMENT ADVISOR ACCOUNTS

nn CAPITAL INVESTMENT COUNSEL

nn CIC ADVISERS, LLC

nn CAPITAL ADVISERS

nn OTHER ____________________________________________

ACCOUNT NAME SOC. SEC. OR TAX I.D. NO. DL NUMBER* DATE OF ISSUE

JOINT TENANT NAME/MINOR IF CUSTODIAL/TTEE NAME SOC. SEC. OR TAX I.D. NO. DL NUMBER* DATE OF ISSUE

HOME TELEPHONE NO. BUSINESS TELEPHONE NO. E-MAIL CELL NO. ADDRESS

MAILING ADDRESS CITY STATE ZIP CODE

LEGAL ADDRESS (IF DIFFERENT) (NO P.O. BOX) CITY STATE ZIP CODE

YES NO Are you affiliated with or related to any employee or financial representative of Capital? Specify person and relationship. _____________________________________

YES NO Are you associated with or related to someone who is an employee of a member firm of a stock exchange or FINRA or an officer of a bank, trust company, or insurance company? Indicate person, firm, and relationship. __________________________________________________________________________________________

YES NO Are you or a related person a director, a 10% shareholder, or policy-making executive of a publicly traded company? Indicate company’s name and relationship. _____________________________________________________________________________________________________________________________________

YES NO I want my name, address, and security position disclosed to requesting companies in which I hold securities in street or nominee name. (See Section 20.)

DATE DL EXPIRES

DATE DL EXPIRES

DATE OF BIRTH

DATE OF BIRTH

ACCOUNT NAME - ADDRESS - DISCLOSURES * Please also include a copy of your driver’s license if not currently on file.

CUSTOMER AGREEMENT1.. In consideration of Capital Investment Brokerage, Inc. (“CIB”) accepting one or more accounts (Account) of the undersigned (whether designated as Customer, by name, number or otherwise) and CIB agreeing to act

as agent of the undersigned account for the purchase and sale of securities, options, or other property (collectively referred to as “property”) and in consideration of the carrying as clearing agent for CIB of theundersigned’s account in certain circumstances by Sterne Agee & Leach, Inc. (“SALI”), the undersigned agrees with CIB and SALI as follows:

1. That throughout this Customer Agreement I/Me/We/Us refer to the undersigned and You/Your refer to CIB or SALI as applicable, their respective subsidiaries, officers, directors, affiliates, agents and/or employees.

2. Authority & Ownership: I have the requisite legal capacity, am authorized to enter into this agreement and have obtained all necessary authorizations from third parties, where necesssary, to open accounts andeffect securities, transactions under this agreement.

3. Clearing Relationship: For certain transactions, SALI will act as clearing agent for CIB and, unless SALI receives from the undersigned prior written notice to the contrary, SALI will accept from CIB, without anyinquiry or investigation: (a) orders for the purchase or sale of securities or other property in the undersigned’s account on margin or otherwise, and (b) any other instructions concerning the undersigned’s accountor property therein. The undersigned understands and agrees SALI shall have no responsibility or liability whatsoever to the undersigned for any acts or omissions of CIB or any other broker, its officers, employeesor agent. SALI will not give investment advice to the undersigned or to CIB. CIB is not affiliated with or controlled by or employed by SALI. SALI has no duty to supervise or monitor trading by the undersigned or CIBin the accounts carried by SALI. It is further understood any of the foregoing provisions while relating to instructions given to SALI by the undersigned or actions by SALI on the undersigned’s behalf may in fact begiven to SALI by CIB who the undersigned acknowledges and agrees in acting on the undersigned’s behalf. Conversely, notices to the undersigned may in fact be given to CIB and may be considered as havingbeen given to the undersigned. SALI will send the undersigned written confirmation of trades in the undersigned’s account(s) cleared by SALI and monthly statements of all activity in undersigned’s account(s).

4. Transaction Handling: (a) All transactions under this agreement shall be subject to and handled in accordance with all then applicable federal and state laws, rules and regulations promulgated thereunder, theconstitution, rules, regulations, customs and usages of the exchange, association, market or clearinghouse, including, but not limited to, rebates for order flow. (In accordance with Securities and ExchangeCommission Rule 11Ac1-3 and amendments to Rule 10b-10 under the Securities and Exchange Act of 1934, all securities firms are required to periodically notify their clients of the existence of certain fee income.As a clearing firm, SALI receives remuneration in the form of rebates for routing equity securities orders to designated broker dealers or third markets for execution. These rebates range from 1/4 of one cent to twocents per share for over the counter securities and up to one cent per share for certain listed securities. New York Stock Exchange or American Stock Exchange listed securities orders in excess of 5000 shares arerouted to the floor of the exchange where the securities are traded, and SALI does not receive a rebate for such orders. In those situations where you have not directed your order otherwise, your order is routed byautomated computer systems and trading procedures to market centers, including other broker dealers, where, based on experience, they combine price, speed and size to provide you with what we believe are thebest executions. All orders are executed at prices equal to, or better than, the displayed national best bid/offer prices. Generally, compensation is passed on to CIB. (b) In all transactions between CIB and the under-signed, it is understood CIB is acting as a broker, except when CIB discloses in writing at or before the completion of a particular transaction, it is acting as dealers for its own account or as brokers for anotherparty. (c) Sale Transactions: It is understood and agreed that the undersigned, when placing with you any sell order for a short or long account, will designate it as such and hereby authorizes you to mark suchorder as being “short” or “long” respectively. Any sell order which the undersigned shall designate as being for a long account as above provided, is for property then owned by the undersigned and, if such proper-ty is not then deliverable by you from any account of the undersigned, the placing of such order shall constitute a representation by the undersigned that delivery will be made by the settlement date for the transac-tion. In the event the undersigned fails to deliver negotiable securities pursuant to a sell order, you are authorized to borrow or purchase securities to cover the undersigned’s position and charge any loss and costsincurred to the undersigned’s account. In addition, it is agreed that if you fail to receive payment for securities purchased by the undersigned, you may, without prior demand or notice, sell securities held in any ofthe undersigned’s accounts, and any loss therefrom will be charged to my account.

5. Amendments and Termination: (a) This agreement shall be deemed modified to the extent necessary to conform with any changes in such laws, rules, regulations, constitutions, customs and usages, and as modi-fied, shall remain in full force and effect. Except as hereinabove expressly provided, no provision of this agreement shall in any respect be waived, altered, modified or amended unless such waiver, alteration, modifi-cation or amendment be committed to in writing and signed by the Treasurer, General Counsel, or Compliance Officer of your firm and SALI, if applicable. (b) This agreement shall continue in force until terminatedby the undersigned by notice in writing directed to you at the address shown above. Notwithstanding any such termination, this agreement shall continue in effect as to all transactions entered into or businesseffected prior to such termination and to all matters pertaining thereto. You have the right to terminate this agreement at any time by written notice to the undersigned.

6. Liens & Settlement: (a) All monies and property which you may at any time be carrying for the undersigned, or which may at any time be in your possession for any purpose, including safekeeping, shall be subjectto a general lien for the discharge of all obligations of the undersigned to you, irrespective of whether or not you have made any advances in connection with such property, and irrespective of the number ofaccounts the undersigned may have with you. (b) The undersigned agrees to settle all transactions when due and, at any time upon your demand, to discharge in whole or in part, obligations of the undersigned toyou, and in the event of a closing of any account of the undersigned to pay you the deficiency, if any. No oral agreement or instructions to the contrary shall be recognized or enforceable. In the event the under-signed shall fail or refuse to make any payment to you when due, and any action or proceeding is brought to collect such amount, then the undersigned agrees to pay interest and the costs of collection, including areasonable attorney’s fee. (c) You are hereby authorized at your discretion, should the undersigned die or should you for any reason whatsoever deem it necessary for your protection, to sell any of the propertywhich may be in your possession, or to purchase on behalf of, and for the account of the undersigned, any property which the account(s) may be short, or cancel any outstanding orders in order to close out theaccount(s), in whole or in part, in order to close out any commitment made on behalf of the undersigned. Such sale, purchase, or cancellation may be made according to your judgment and may be made, at yourdiscretion, on the exchange or other market where such business is then usually transacted or at public auction or at private sale, without advertising the same and without notice to the undersigned or to the per-sonal representatives of the undersigned, and without prior tender, demand or call of any kind upon the undersigned or upon the personal representatives of the undersigned, and you may purchase the whole orany part thereof free from any right of redemption, and the undersigned shall remain liable for any deficiency; it being understood that a prior tender, demand or call of any kind from you, or prior notice from you, ofthe time and place of such sale or purchase shall not be considered a waiver of your right to sell or buy any property held in the account, or owed you by the undersigned, at any time as hereinbefore provided.

7. Credit Investigations: You may exchange credit information about me with others. You may request a credit report on me (1) if the purpose is to establish or maintain my margin and/or option account, (2) if I havechosen to settle transactions by check, (3) to comply with government agency or court orders, or (4) if I give my permission. If I ask, you will tell me the name and address of the consumer reporting agency that fur-nished the report. You may request a new credit report at any time without telling me.

8. Margin Loans and Option Transactions: I understand and agree that margin loans, if any, provided to me will be made under a separate Margin Agreement and that I will comply with all requirements which SALIand CIB may impose with respect to such loans. I will not request that any transactions be effected on Margin and/or in Options prior to executing the aforementioned Margin Agreement and/or Options Agreement.

9. Joint Accounts: (a) The undersigned jointly and severally agree that each of them shall have authority on behalf of the joint account to buy, sell (including short sales) and otherwise deal in, through you as brokers,property, on margin or otherwise; to receive on behalf of such account demands, notices, confirmations reports, statements of account and communications of every kind; to receive on behalf of such accountagreements relating to any of the foregoing matters and to terminate or modify same or waive any of the provisions thereof; and generally to deal with you on behalf of such an account as fully and completely as ifone of us alone were interested in said account, all without notice to the other or others interested in such account. (b) You are authorized to follow the instructions of any of the undersigned in every respect concern-ing such account and to make deliveries to any of the undersigned, or upon any of our instructions, of any or all securities in such account, and to make payments to any of the undersigned, or upon any of our order,of any or all monies at any time or from time to time in such account as any of us may order and direct, even if such deliveries and/or payments shall be made to one of us personally, and not for such account. Youshall be under no duty or obligation to inquire into the purpose or propriety of any such demand for delivery of securities or payment of monies, and; you shall not be bound to see to the application or disposition ofthe said securities and/or monies so delivered or paid to any of the undersigned. (c) The liability of the undersigned with respect to said account shall be joint and several. The undersigned further agree, jointly andseverally, that all property SALI may at any time be holding or carrying for any one or more of the undersigned, shall be subject to a lien in your favor for the discharge of the obligations of such account to you, suchlien to be in addition to, and not in substitution of, the rights and remedies you otherwise would have. (d) In the event of the death of either or any of the undersigned, the survivor or survivors shall immediately giveyou written notice thereof, and you may, before or after receiving such notice, take such proceeding, require such papers, retain such portion of and/or restrict transactions in the account as you may deem advis-able to protect you against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of the undersigned who shall have died shall be liable and each survivor shall continueliable jointly and severally, to you for any net debit balance or loss in such account in any way resulting from the completion of transactions initiated prior to the receipt by you of the written notice of death of thedecedent or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. (e) Any taxes or other expenses becoming a lien against or being payable out of such account as aresult of the death of any of us, or through the exercise by any of our estates or representatives of any rights in such account, shall be chargeable against the interests of the survivors as well as against the interest ofthe decedent. This provision shall not release the decedent’s estate from any liability provided for in this agreement.

10. PREDISPUTE ARBITRATION AGREEMENT: This agreement contains a predispute arbitration clause. By signing this agreement, the parties agree as follows:(a) Arbitration is final and binding on the parties. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbi-

tration forum in which a claim is filed.(b) The parties are waiving their right to seek remedies in court, including the right to jury trial. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbi-

tration award is very limited.(c) Pre-arbitration discovery is generally more limited than, and different from, court proceedings. The ability of the parties to obtain documents, witness statements and other discovery is generally more

limited than in court proceedings.(d) The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification on rulings by the arbitrators is strictly limited. The arbi-

trators do not have to explain the reason(s) for their award.(e) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.(f) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.(g) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.(h) No person shall bring a putative or certified class action to arbitration, nor seek to endorse any pre-dispute arbitration agreement against any person who has initiated

in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until (i) the classcertification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute awaiver of any rights under this agreement except to the extent stated herein.

Any and all controversies arising out of or relating to this agreement or the conduct of the parties hereto which can be lawfully submitted to arbitration, should be submitted to arbitration in accordance with the rules, then existing, of the FINRA. The award of the arbitrators, or a majority of them, shall be final, and judgment upon the award may be entered in any state or federal courthaving jurisdiction. This clause binds the undersigned to submit to arbitration all claims including those which could otherwise be brought in a judicial forum and those which could be jointed toother non-arbitrable claims.

11. Communications: (a) Communications may be sent to the undersigned at the address of the undersigned, or at such other address as the undersigned may hereafter give you in writing, and all communications sosent, whether by mail, telegraph, messenger or otherwise shall be deemed given to the undersigned personally, whether actually received or not. (b) In the event of a change in name or address, I agree to promptlynotify you in writing of any change to my name or address.

12. Confirmation of Transactions: Confirmation of orders and statements of the accounts of the undersigned shall be deemed to have been accepted by the undersigned if not objected to in writing within ten daysafter forwarding by you to the undersigned by mail or otherwise.

13. Prospectus & Offering Statement Delivery: I have received a copy of the prospectus or offering statement for any mutual fund, variable contract, REIT, 529 plan, and/or limited partnership, including oil and gaspartnerships, purchased or established in connection with this application. I agree that I understand the prospectus or offering statement provided to me.

14

15. Client Status: The undersigned, if an individual, represents unless you are notified in writing to the contrary, the undersigned is of full age and is not an employee of any exchange, or of any corporation of whichany exchange owns a majority of the capital stock, or a member of any exchange, or of a member firm or member corporation registered on any exchange, the FINRA or any member firm thereof, or of a bank, trustcompany, insurance company or of any corporation, firm or individual engaged in the business of dealing either as broker or as principal, in securities, bills of exchange, acceptances or other forms of commercialpaper. The undersigned has an interest in the account or accounts of the undersigned with you. The undersigned agrees to notify you promptly in writing of any changes in the foregoing representations.

16. Force Majeure: You shall not be liable for loss caused directly or indirectly by war, natural disasters, government restrictions, exchange or market rulings, suspension of trading mechanical or communications mal-functions or other conditions beyond your control.

17. Governing Laws & Regulations: (a) For accounts carried by SALI, this agreement and its enforcement shall be governed by the State of Alabama. For all other accounts, this agreement and its enforcement shallbe governed by the applicable jurisdiction. (b) In the event any provisions of this agreement shall be deemed invalid or unenforceable for any reason, such provision shall be deemed ineffective, but the remainder ofthis agreement shall continue in full force and effect.

18. Telephone Conversations: For the protection of the undersigned, as well as that of SALI and CIB, the undersigned hereby authorizes SALI and CIB, at its discretion, and without prior notice to the undersigned, tomonitor and/or record any and all telephone conversations which the undersigned may have with employees of SALI and CIB and/or its affiliate companies.

19. Business Continuity Plan: We have developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpre-dictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan. Our goal is to quickly recover businessoperations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowingour customers to transact business. The Business Continuity Plan anticipates internal and external business disruptions. Internal disruptions affect only our firm’s ability to communicate and do business, such as firein our building. External disruptions prevent the operation of the securities markets for a number of firms, such as a terrorist attack, a city flood, or a wide-scale, regional disruption. In light of potential internal andexternal business disruptions, our business continuity plan addresses: data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers,employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds andsecurities if we are unable to continue our business. Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located,the city where we are located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, ifaccess to our building is not permitted, we will transfer our operations to an alternative building location currently leased by our company. In a disruption affecting our business district, city, or region, we will partnerwith our clearing agents whereby they will assume transaction processing and assurance of customer access to funds and securities. Should you be unable to contact your representative and our Main Office can-not be contacted within a reasonable amount of time, you can contact the custodian of your funds and securities. If your funds and securities are held at a clearing agent, you can contact Sterne, Agee & Leach at(800) 264-4863. All other entities serving as custodian of your funds and securities can be contacted directly at the phone number listed in previously provided prospectuses or on the internet.

20. Direct Shareholder Communications: In an effort to provide for improved communications between companies which issue securities and shareholders who own those securities, the Securities and ExchangeCommission adopted Rule 14b-1(c). The purpose of this Rule is to allow companies to communicate directly with non-objecting beneficial owners. Under Rule 14b-1(c), unless you object, SALI will be required toprovide your name, address and securities position to each requesting company in which you hold securities. For your protection, the Rule prohibits the requesting company in which you hold securities from usingthe information provided for any purposes other than communicating directly to you. The SEC Rule directs SALI to contact each shareholder to determine a “yes” or “no” response, whether you authorize them toprovide your name, address, and securities position to requesting companies. If you tell us “no,” we will not provide this information to requesting companies. If you tell us “yes” or if you choose not to respond to thissurvey, we will be obligated to provide your name, address, and your securities position to requesting companies. Under the rule, your “yes” or “no” will apply to all securities registered in “nominee” or “street name”SALI holds for you now, or to any such securities they may hold in the future. SALI will continue to follow your instructions with respect to all securities held for you until such instruction is amended by you.

REQUIRED TO BE COMPLETED ONLY IF THE NEW ACCOUNT FORM IS NOT IN TRIPLICATE FORM: I, the undersigned, have read, understood, and agree to the terms set forth in the Customer Agreement, including thePREDISPUTE ARBITRATION CLAUSE IN SECTION 10.

X —————————————————————————————————————————— X ——————————————————————————————————————————Customer Signature Date Joint Party(ies) Signature Date

X —————————————————————————————————————————— X ——————————————————————————————————————————Registered Representative Date Registered Principal Date

Privacy Policy: As a valued customer, the privacy of the information with which you provide us, to assist you in reaching your financial goals, is of utmost importance. Therefore, we offer the follow-ing Privacy Policy for Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., CIC Advisers, LLC and their affiliates collectively known as “CapitalInvestment Companies.” (Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., are “introducing” broker/dealers Capital Investment Counsel, Inc. and CIC Advisers, LLC are regis-tered investment advisory firms. PLEASE NOTE: CAPITAL INVESTMENT GROUP, INC., CAPITAL INVESTMENT BROKERAGE, INC., CAPITAL INVESTMENT COUNSEL, INC., CIC ADVISERS, LLC AND THEIR AFFILIATES, DO NOTSELL YOUR NONPUBLIC PERSONAL INFORMATION.(a) We collect your nonpublic personal information from the following sources: Information we receive from you on applications, and other forms; Information we receive from you in writing, in per-son by telephone, electronically, or by any other means; information about your transactions with Capital Investment Group, Inc. or Capital Investment Brokerage, Inc., our affiliates, financial instu-tions or others, and; Information we receive from the Internal Revenue Service, consumer reporting agency, or other such entity. (b) We disclose your nonpublic personal information to affiliatesand non-affiliated third parties: Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc. and CIC Advisers disclose to affiliates and non-affiliated thirdparties, nonpublic personal information only in connection with our servicing of, or conducting business on behalf of, your account. Such disclosures may be provided to affiliates and non-affiliat-ed third parties (i) as required or necessary to carry out fully and properly the securities business conducted by Capital Investment Group, Inc., Capital Investment Brokerage, Inc., CapitalInvestment Counsel, Inc., and CIC Advisers LLC; (ii) as required by law or legal process, or; (iii) with your consent. We may disclose non-public personal information about you in connection withthe transfer of your account to another financial institution at your request or the request of your representative. If you elect to “opt-out” and do not want us to disclose your non-public personalinformation with your representative’s new financial institution, please contact us at: 17 Glenwood Ave., Raleigh, NC 27603, Ph: (919) 831-2370. (c) Former Clients: We do not disclose any nonpub-lic personal information about our customers or former customers to anyone, except as permitted by law or legal process, or with your consent. (d) Confidentiality and security of nonpublic personinterest: We restrict access to nonpublic personal information about you to those employees that need to know that information to provide products or services to you. We maintain physical, elec-tronic and procedural safeguards to guard your nonpublic personal information; and Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., and CICAdvisers reserve the right to change this Privacy Policy at any time.

Investment Advisory Client Agreement

This Agreement is entered into this ____ day of _____________ between Capital Investment Counsel, Inc., a North Carolina corporation hereafter referred to as "Counsel" and _________________________, hereinafter referred to as "Client". In consideration of the promises, covenants, and undertakings set forth herein, the parties agree as follows: 1. DEFINITIONS

a. Client Assets. The term "Client Assets" shall mean equities, government securities, investment company securities, ETFs, corporate debt instruments, mortgage backed securities, municipal securities, options, warrants, cash and cash equivalents, as well other types of investments over which Counsel is charged with providing Portfolio Management Services as described in paragraph 2.b. below.

b. Client Accounts. The term "Client Account" shall mean an account maintained with a registered

broker/dealer, bank, or trust company designated by client, in which the Client Assets are deposited. 2. SERVICES OF COUNSEL

a. Portfolio Review Service. Counsel will analyze the Client’s present financial situation, needs and objectives and may recommend as guidelines, an Investment Policy Statement, which, subject to Client approval, will govern Counsel’s management of Client Assets as provided in paragraph 2.b. below. Counsel may recommend changes for Client approval to the Investment Policy Statement from time to time. The Investment Policy Statement and subsequent modifications thereof, if any, may not be in writing.

b. Portfolio Management Service. Counsel will administer the day-to-day investment of the Client Assets in

accordance with the Investment Policy Statement or other guidelines as may be modified from time to time. Client hereby grants discretion and authority to Counsel unless otherwise instructed in writing, to dispose of, exchange, invest, or reinvest the Client Assets in stocks, bonds, as well as cash and money market instruments and to reinvest dividends, capital gains and any other income earned by or gain realized on disposition of any of the Client Assets. Such income or gain shall be deemed a part of the Client Assets when it is earned or realized.

3. RESPONSIBILITIES OF CLIENT

a. The Client agrees to complete the following items before Counsel’s obligation to provide Portfolio Management Services begins.

1. Complete the Client Questionnaire, Money Management Questionnaire, or similarly named

document(s), if provided, and any other documents required to be completed. 2. Establish and deposit the Client Assets in the Client Account or identify the Client Account to Counsel.

Counsel may recommend an affiliated broker/dealer, Capital Investment Group, Inc. or Capital Investment Brokerage, Inc., through which the Client Account may be established and Client Assets are to be deposited. If the Client requests another registered broker/dealer for their Client Account and Client Assets to be deposited, the Client should provide the name of the broker/dealer, the name of any broker/dealer representative, address, and phone number.

3. Client shall complete all forms and procedures required by the custodian and/or broker/dealer to

authorize Counsel to direct and effect transactions involving the Client Assets and the Client Account in accordance with this Agreement.

4. Review, consider, and approve Investment Policy Statement or similar guidelines, whether provided in

writing or not, upon which Counsel can rely in managing the Client Assets. b. Client shall promptly advise Counsel if Client’s financial condition, needs, investment objectives, risk

tolerance, or other information changes as required for the management of the Client Assets at any time during the term of this Agreement.

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4. COMPENSATION

a. Compensation of Counsel for its services as provided by this Agreement shall be paid quarterly in advance in accordance with the then current fee schedule. Counsel may make amendments to the fee schedule at its discretion as provided in paragraph 4.f. Counsel reserves the right to waive or negotiate any fee on a case by case basis.

b. All Clients are subject to a minimum annual fee of $500. c. Client shall pay the fees pursuant to the Option selected or as otherwise provided by Exhibit A. d. Fees shall be calculated based upon the fair market value of the Client Assets under management by

Counsel as of the last business day of the month preceding the quarter to be billed, and the resulting amount, divided by four, shall be the amount due Counsel for the next quarterly period.

e. Counsel reserves the right to change the fees charged to Client for the services provided under this

agreement upon 30 day advance notification to the Client. f. Additional information concerning Counsel’s Wrap Program is found in Form ADV supplement Schedule H

and Client acknowledges that Client has received and read same. 5. FEE PAYMENT

By signing this Agreement and a separate Letter of Authorization or similar documentation required by the custodian and/or broker/dealer, the Client authorizes Counsel and its agents to invoice the custodian of the Client Assets for the fees, and the Client authorizes the custodian to pay such fees directly to Counsel. Cash balances or equivalents will first be used to pay for services to be provided by Counsel per the terms of this Agreement. Counsel will send to Client an invoice (concurrent with its submission to the custodian) showing the amount of the fee, the market value of the assets on which the fee is based, and the manner in which it was calculated. Should Client elect to pay fees directly to Counsel, Client may remit the invoiced amount by check within 30 days of the invoice date.

6. TERMINATION OF AGREEMENT

a. This Agreement shall be in force until either party gives thirty days prior written notice of termination. Since fees are billed quarterly in advance, Counsel will refund to Client after termination a pro-rata share of the fees computed on a daily basis for the quarter. Client’s death shall not terminate this Agreement or the authority granted to Counsel hereunder until Counsel has received written notification or other notification deemed satisfactory to Counsel of said death.

b. If the Form ADV Part ll and accompanying schedules was received less than 48 hours before the Client

signed the Agreement, the Client has the right to cancel this Agreement without penalty within five business days of executing the Agreement. Upon written request, Counsel will provide the Client with a copy of its most current Form ADV Part II and accompanying schedules.

7. FEE PAYMENT DISCLOSURES

a. The Portfolio Management Services are composed chiefly of American stocks, bonds and government securities listed on the New York or American Stock Exchanges or are traded in the over-the-counter market.

b. Counsel is one of several affiliated companies operating under Capital Investment Companies. Counsel

may recommend affiliated broker/dealers, Capital Investment Group, Inc. (“CIG”) and Capital Investment Brokerage, Inc. (“CIB”), through which Client Assets will be deposited or transactions will be made. Counsel Advisers may be shareholders of Counsel, CIG and/or CIB.

c. Advisers with Counsel are registered brokers with one or both of the above-named affiliated broker/dealers.

In the capacity of a registered representative of a broker/dealer, an Adviser may receive a commission or remuneration in the execution of any transactions through such affiliated broker/dealers. For any mutual fund positions maintained in a Client Account through one of Counsel’s affiliated broker/dealers, a Counsel Adviser may receive 12b-1 or service fees in addition to any compensation above noted in paragraph 4.

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d. Counsel and its Advisers may acquire or depose of securities in which Client has or may acquire a position. Counsel will give priority to execution of the Client’s trades in such cases. Client hereby consents to Counsel and its Advisers buying and selling securities for their own accounts.

e. When executing transaction orders, Counsel with the broker-dealer may engage in bunching of client

transactions or may individually purchase or sale securities on an individual Client Account basis. f. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of Counsel to

serve as a director, officer or employee of any other entity engaged in a financial business, or to engage in any other business, or to render services of any kind to any other corporation, firm, individual or association.

g. Unless otherwise agreed by the Client, Counsel will not be sharing Portfolio Management Service fees from

Client Accounts with one or more investment advisory firms, sub-advisers, or third party without disclosing such arrangements to the Client.

8. LIMITATION ON RESPONSIBILITIES OF COUNSEL

Counsel’s responsibility under this Agreement is to render the services contracted for hereunder in good faith, and in compliance with all the fiduciary obligations imposed upon Counsel under Section 206 of the Investment Advisors Act of 1940. Counsel shall not be responsible for any action of the Client in declining to follow any advice or recommendation. Client and Counsel or its Advisers are not partners or joint venturers and nothing herein shall be construed so as to make them partners or joint venturers or to impose any liability as such on either of them.

9. OWNERSHIP OF ASSETS

a. Client represents the Client is the owner of cash and securities under which Counsel will conduct Portfolio Management Services. Client attests that Client Assets have not been borrowed from a third party or subject to any liens. If such assets become subject to any lien or similar matter, Client will provide immediate written notification to Counsel.

b. Should Client seek to grant authority to direct or control any assets in a Client’s Account beyond the terms of

this Agreement either to Counsel or a third party, then an executed Power of Attorney or other appropriate agreement will be required to be received and approved by Counsel.

10. INDEMNIFICATION

In the absence of fraud, willful misconduct, or willful negligence on the part of Counsel, Client agrees not to hold Counsel responsible for losses or recommendations given, taken, or not taken with respect to Client Assets. Counsel shall not be responsible of any act or omission of Client. None of the above preceding statements waives the rights of the Client under the Investment Advisers Act of 1940.

11. NON-EXCLUSIVE AGREEMENT

It is understood that Counsel renders Portfolio Management Services for numerous clients. Nothing contained in this Agreement shall be deemed to impose upon Counsel any obligation to purchase or sell or to recommend the purchase or sale to any Client any security, which Counsel may purchase or sell for or recommend to the account of any other client. Client agrees that transactions in a security may not be executed for all Client Accounts at the same time or same price. More so, Client recognizes that portfolio positions may differ among various clients due to timing, client objectives, market conditions, and other reasons.

12. CONFIDENTIALITY OF CLIENT INFORMATION

a. Except as otherwise required by law, necessary to provide services described herein, or disclosed in its privacy policy, Counsel will keep confidential all information concerning identity, financial affairs, and investments of the Client and Client Account (s).

b. All recommendations and advice furnished by Counsel are personal in nature and will not be discussed with

anyone, except when authorized to do so by the Client. Should a Client wish to have such information communicated to a third party (i.e. CPA, attorney, etc.), Client shall provide written notice of such intention.

13. COMMUNICATIONS

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a. All communications by Counsel shall be directed to the address of record provided by the Client. In the event of an address change, Client is required to provide written notification of such address change.

b. In the event of any material change to the charter or by-laws of a corporation, trust, ERISA-eligible plan, or

similar Client Account affecting the control, objectives, notifications, or covenants of such Client Account, the Client agrees to promptly provide in writing notification of such changes in addition to amended trust, plan, or other documents reflecting such change. Such changes include, but are not limited to, individuals named as trustees, powers of attorney, or fiduciaries.

c. Account statements will be furnished no less than quarterly to Client by the custodying broker/dealer.

Records of all transactions are maintained by the broker/dealer. 14. ERISA ACCOUNTS

For Employee Retirement Securities Act of 1974 (ERISA) accounts, Client will assume all liabilities and obligations to comply with ERISA laws and standards including but not limited to bonding, voting proxies, insurance coverage, authorizations, tax returns, notifications and disclosures, whether regulatory in nature or not.

15. COMMUNICATIONS PROXY VOTING

Counsel does not assume responsibility for proxy voting since it manages accounts under limited discretion. Client agrees to assume this responsibility by signing this contract.

16. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent to the other party. 17. GOVERNING LAW AND SEVERABILITY

a. It is agreed by Client and Counsel the laws of the State of North Carolina shall govern the validity of this contract and any of its terms or provisions.

b. It is understood by the parties hereto that if any term, provision, duty, obligation, or undertaking herein contained is held by the courts to be unenforceable, illegal, or in conflict applicable laws and regulations, the validity of the remaining portions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if such invalid or unenforceable provision was not contained herein.

18. ACKNOWLEDGEMENT OF FORM ADV PART ll AND SCHEDULES

The Client’s signature below acknowledges the Client has received and read the Form ADV Part ll and accompanying documents as required by the Securities and Exchange Commission.

19. USE OF SOLICITOR AGENTS AND CLIENT ACKNOWLEDGEMENT

Counsel, on occasion, may utilize solicitors to obtain accounts. In the event a Client agrees to have Portfolio Management Services rendered by Counsel after the Client has been referred to Counsel by a solicitor, Client agrees and understands such solicitors may receive a solicitation fee, which is based on a fraction of quarterly fees billed by Counsel. This fee is not in addition to any fees above stated but rather a portion of the fees the Client has agreed to per execution of this Agreement. By executing this Agreement, Client acknowledges Client has received and read the Solicitation Agreement and Disclosure or similar document, if any, provided by Counsel.

IN WITNESS THEREOF, the parties hereto agree to the above provisions as evidenced by the below signatures and dates. CLIENT: COUNSEL: _____________________________________________ ___________________________________ Client Signature Date Authorized Signatory Date _____________________________________________ ___________________________________ 2nd Client Signature Date

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EXHIBIT A

Fee Schedule:

Market Value Option A (Wrap) Option B (Fee +

Commission) Option C (Fee Only) For accounts held outside CIG/CIB

Up to $500,000 2.000% 1.250% 1.750%

$500,000 to $1,500,000 1.750% 1.000% 1.500%

$1,500,001 to $3,000,000 1.500% 0.750% 1.250%

Above $3,000,000 Negotiable Negotiable Negotiable

Choose Option (Please initial):

Rate*: * Please combine related accounts for total billed asset breakpoint

Please note special requirements below:

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Trading Authorization

By entering into this agreement, the below Client authorizes Capital Investment Counsel, Inc. and its Advisers to purchase, sell, deposit, or exchange securities, on margin or not, for the Client account(s) on a discretionary basis. This shall not authorize the Advisor to receive any securities or property held in Client’s account. By entering into this Agreement, the Client is not surrendering ownership of the cash and securities comprising the Client’s account(s). More so, Counsel and its Advisors may not remove cash and securities from the Client’s account(s), unless agreed upon in a Letter of Authorization or like-document for the payment of fees in connection with advisory services. The Client has the authority at its discretion to place limitations and/or restrictions on the management of their portfolio, which could include, but is not limited to, restricting the type or class of securities purchased in their account or restrict exposure to certain types or classes of securities. The Client should be aware that excessive restrictions might affect Counsel and its Advisers’ ability to provide the services agreed upon between the parties. All such limitations and/or restrictions must be given to Counsel or its Advisers in writing and may be amended to by the Client in writing. All such restrictions and/or limitations and any amendments thereof will take effect when received by Counsel.

/ / Client Signature Client Name (Print) Date / / 2nd/Joint Client Signature (if applicable) Client Name (Print) Date / / Capital Investment Counsel Signatory Signatory Name (Print) Date

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Letter of Authorization Dear Sir/Madame: This letter serves as authorization for Capital Investment Counsel, Inc. (“Counsel”) and its agents to debit my investment account(s) held at Sterne, Agee & Leach, Inc. or any other broker/dealer utilized to custody assets. Such account(s) are serviced under an Investment Advisory Agreement or similar service agreement established with Counsel. My account(s) will be debited quarterly in accordance to my Investment Advisory Agreement or similar agreement. With regards to this authorization:

1. Proceeds from the debit shall pay for investment advisory fees and service costs per the terms of the Investment Advisory Agreement or similar service agreement.

2. The agreement shall remain in force until the earlier: 1) termination of the Investment Advisory Agreement or similar

service agreement by either party; or 2) written notification by the Client indicating they no longer wish to have their account(s) debited for investment advisory fees and service costs which Client has previously agreed upon have been received by Counsel.

3. The following account(s) are to be debited for investment advisory fees. (If a client has multiple accounts to be

serviced under an Investment Advisory Client Agreement or similar service agreement and wishes for investment advisory fees and transaction costs to be debited out of one account, list only that one account.)

Account Number Account Name Brokerage Firm/Custodian

The undersigned understands and agrees to the above provisions.

/ / Client Signature Client Name (Print) Date

/ / 2nd/Joint Client Signature (if applicable) Client Name (Print) Date

/ / Capital Investment Counsel Signatory Signatory Name (Print) Date

INTERNAL USE ONLY (DO NOT COMPLETE) Billing Rate: Miscellaneous:

Solicitation Agreement & Disclosure

This Agreement is entered into by Capital Investment Counsel, Inc. (“Counsel”), the Solicitor, and the Client. The named parties agree to and the Client acknowledges the following:

1. The Solicitor has referred Client to Counsel for portfolio management services pursuant to terms of the Investment Advisory Agreement. On occasion, the Solicitor may refer other clients to the Adviser for portfolio management services.

For introducing the client to Counsel, Counsel has agreed to pay the Solicitor(s) % for the length of time the referred client’s account is managed by Counsel or the representative remains registered with an affiliated broker/dealer of Capital Investment Companies, whichever is shorter. The agreement will not result in fees charged to the client above those Counsel normally charges its non-referred clients or those stated in its publicized fee schedule. Referral clients represent business Counsel would otherwise not have received.

2. The Solicitor represents it is registered as an investment adviser under the Investment Advisers Act of 1940, an investment adviser employed by Counsel or another investment adviser, meets appropriate qualifications and/or is registered under the appropriate laws of the corresponding federal and state jurisdictions. Solicitor further represents that Solicitor will not solicit referral clients on behalf of Counsel in any other jurisdiction without first notifying Counsel, obtaining Counsel’s prior written approval and taking such steps as may be necessary to ensure that Solicitor may lawfully solicit clients on behalf of Counsel and under the laws of such jurisdiction. Solicitor represents neither it nor any of its agents is a person: (a) subject to an order of the SEC under Section 203(f) of the Investment Advisers Act of 1940; (b) who has been convicted within the previous ten years of any felony or misdemeanor involving conduct specified in Section 2039 (e) (2) (A) – (D) of the Act; or (c) who has been found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (4) or (5) of section 203(e) of the Act; or (d) is subject to an order, judgment or decree described in Section 203(e) (3) of the Act.

3. Solicitor agrees they are responsible for administering the relationship with the Client. In this capacity, the Solicitor is

responsible for: 1) Performing duties under this Agreement in a manner consistent with the instructions of Counsel, the Investment Advisers Act of 1940, and the rules under that Act; 2) Obtain Client information deemed necessary in offering portfolio management services and complying with legal statutes, firm policy, and regulatory acts; and 3) Address all initial and subsequent communications with the Client.

4. Solicitor is permitted to advise Client about other financial services and products, if permitted under law, outside of this

Agreement or Investment Advisory Agreement entered into by Client with Counsel. If a dispute arises between Client and Solicitor concerning products and services outside the scope of this Agreement or the Investment Advisory Agreement, Client and Solicitor agree to indemnify and hold harmless the Adviser, its agent, or any of its employees for such events.

5. By executing the Agreement, the Solicitor agrees it has provided and Client agrees they have received a current copy

of the Part ll and accompanying schedules of Counsel's Form ADV, the Client agrees they have received a copy of this Agreement. More so, Solicitor agrees and Client acknowledges the Solicitor has disclosed any affiliations between the Solicitor, their broker/dealer (if applicable), and Counsel Frequently, the Solicitor is registered with a broker/dealer affiliated with Counsel (Capital Investment Group, Inc. or Capital Investment Brokerage, Inc.) through common ownership.

6. I, the undersigned, understand and agree to the above information.

/ / Client Signature Client Name (Print) Date

/ /

2nd/Joint Client Signature Client Name (Print) Date

/ / Solicitor Solicitor Name (Print) Date

/ /

Co-Solicitor (if applicable) Solicitor Name (Print) Date

/ / Counsel Authorized Signatory Signatory Name (Print) Date

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Money Management Investment Objectives & Guidelines

(Please print the following information)

Answering the following questionnaire will help Capital Investment Counsel, Inc. understand and assist you in accomplishing your investment objectives. It is critical that you provide all of the requested information so that our capacity to achieve your

expectations is not inhibited. Date: ___ /_ __/__ _ Name: ______________________________________________________ __ Type of Account: ___ Personal Account (taxable) ___ * Pension

___ Joint Account (taxable) ___ * Profit Sharing ___ Custodian for Minor ___ * 401 (k) ___ IRA ___ * Foundation/Endowment ___ *Trust

* For these type accounts copies of legal documents will be needed.

{If there is more than one account, please note which account you are referring to when you answer the following questions - if the answer(s) would be different

for each separate account}

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Dear Sir/Madame: This questionnaire is designed to gather pertinent information needed to understand your financial goals and objectives, analyze your current financial position, and recommend a financial strategy, which will satisfy your needs and serve as a guide in attaining your goals. Our belief is that long-term success is dependent not only on the development and implementation of planning strategies, but also on continually monitoring and revising planning strategies as changes in your circumstances and in the general economic and investment environment occur. This can be accomplished through an ongoing review, which will allow you to maintain control of your financial life. The extent to which the process is successful depends largely on your commitment to meeting your objectives. Although this process will require time and effort on your part, we have attempted to streamline it as much as possible. This questionnaire is used to gather data concerning your personal and family information, economic assumptions, goals and objectives, investment preferences and retirement information. The information you furnish in this questionnaire will be held in strict confidence - See attached Privacy Notice. This questionnaire is designed to be comprehensive in nature, therefore certain sections or questions may not apply in your particular situation - do not worry if you do not understand all questions and/or how to answered the questions. This is not a test - you will not be graded on how you answer! Respectfully, Capital Investment Counsel

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Client Profile

Last name: _________________________ First name:_____________________________ MI: _____

Date of Birth: ____/____/____ Social Security No.: __ ___-___ __-____ Occupation ________________________

Spouse last name: ________________________ First name: __________________________ MI: _____

Date of Birth: ____/____/____ Social Security No: __ -___ __-_ _ Occupation _____________________ _

Home Address Mailing Address (if different) Contact Numbers

Street 1 ___________________________ Street 1/Box Home Phone

Street 2 ____________________________ Street 2 Work Phone

City___________________________ _ City __________________________ Mobile Phone

State _____________________ State _____________________ Fax

Zip Code_____________________ Zip Code_____________________ E-mail ______________________

Children/Dependents Date of Birth Children/Dependents Date of Birth __________________________ ___/___/___ __________________________ ___/___/___ __________________________ ___/___/___ __________________________ ___/___/___ _________________________ ___/___/___ __________________________ ___/___/___ __________________________ ___/___/___ __________________________ ___/___/___ _________________________ ___/___/___ __________________________ ___/___/___ _________________________ ___/___/___ __________________________ ___/___/___ Annual Income Net Worth Liquid Net Worth Previous Investment Experience: Stocks Bonds How did you hear about us? Advertisement Referral Walk-In Other If referred, by whom? Do you have your Wills up to date? Yes No Date it was last reviewed: _____________________ What is your anticipated retirement age? (Client) _____________ (Spouse) ______________ What is the total amount of life insurance coverage you currently have? (Client) _______________ (Spouse)______________ What other financial areas can we help you with? Children’s Education Planning Personal Investing Estate Planning Tax-Free Income Financial Independence Company Buy/Sell Retirement Plan Administration Insider Buy/Sell Real Estate Investing Other: Mutual Funds ______________________________________

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General Questions 1. What is your major reason for investing?

a. Preserving capital b. Education funding c. Retirement d. Wealth accumulation e. Other: ____________________ _

2. Your present investments are:

a. Mostly real estate, stocks and mutual funds b. Mostly bonds, annuities and treasuries c. Mostly CDs and money market accounts

3. Emergency funds and other cash available:

a. More than six months expenses b. Three to six months’ expenses c. Less than three months expenses

4. What are your feelings about the U.S. economy?

a. Optimistic b. Unsure c. Pessimistic

5. Please state your present investment knowledge and experience level:

a. Very knowledgeable b. Some investment knowledge/experience c. Little knowledge/experience

6. How would you describe your attitude toward risk for the money you will be investing in your investment program?

a. I am extremely safety conscious. b. I realize there are risks in investing, but I try to minimize them whenever I can. c. I do not mind taking some risks as long as I can earn a reasonable return. d. I think higher risk investing may be appropriate, but only for a portion of my portfolio. e. I am comfortable with higher risk investing for its higher reward potential.

7. Historically, inflation has had a major impact on the value of a dollar’s spending power. Over the last 10 years, the spending power of $100 has declined to $55. With this in mind, how do you feel about the risk of inflation eroding the value of your investments? a. With the way prices have risen in the last 10 years, I am very concerned. b. I know prices are rising, but I am not overly concerned. c. These days, inflation is low enough not to be a serious problem. d. I am not concerned about inflation over the near term, but over the long term I am concerned.

Designing Your Portfolio 8. Which of the alternatives in each question is most important to you? Please mark your answer for each of the following

comments

___ Higher returns (high fluctuation in values) OR ____ Consistent returns (less fluctuation in value)

Please comment: ____________________________________

____ Income returns OR ____ Capital appreciation returns

Please comment: ________________________________________

____ Minimum down years OR ____ Outperforming the market

Please comment: ______________________________________ _

9. What is your understanding of investment risk and investment results? _________________________________________________________________________________________

_____________________________________________________________ _________ ___________________________________________________________________________ _______

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10. In constructing and managing a portfolio, answer each question on which is most important to you?

___ Investing in quality companies OR Chasing less quality companies going for quick return

___ Buying stocks on a discounted basis OR ___ Chasing a stock at all time highs hoping it will go higher

___ Having small quick returns OR ___ Having big returns over an extended period

___ Having long-term gains tax OR ___ Having short-term gains and paying regular tax rates on the gain

___ Expecting a portfolio to mature out OR ___ Having patience to let it mature out in 3-6 years with a bigger return in 1-2 years with a smaller return

___ Investing into the market overtime OR ___ Investing in the market all at one time 11. Suppose that a substantial portion of your investment portfolio is invested in stocks. If the stock market were to experience

a prolonged down market, losing 45 percent of its value over an 18 month period, what would you do (assuming your stocks behaved in a similar fashion)? a. _____ Sell all the stocks in your portfolio. You are afraid that the market is in a downturn and you cannot afford the

decrease in value. b. _____ Sell half of the stocks in your portfolio. You think that the market may rebound,

but you are not willing to leave all of your investment exposed to further loss. c. _____ Hold the stocks in your portfolio. You understand that your investment may be

subject to short-term price swings and are comfortable “weathering the storm.” d. _____ Buy more stocks for your portfolio to take advantage of their low price. You are

comfortable with market fluctuations and assume that the stocks will regain their previous value or increase in value.

12. Which of the Investment Objectives described below best describes your investment preferences? We divide a client’s

investment objectives into four categories: Growth, Growth & Income, Balanced and Income. The following table defines these classifications in more detail and describes the risk and return expectations. a. Growth b. Growth & Income c. Balanced d. Income

R E T U R N

RISK / VOLATILITY

(d) Income

Conservative, current

Income oriented. Safety of principal is

the main concern. Invest up to 100% in

bonds, 35% in equities and 20% in cash.

(c) Balanced

Consistent returns, income oriented,

modest capital growth. Invest up to 70% of

assets in equities, 60% in bonds and 20% in

cash.

(a) Growth

Maximum capital growth with no

consideration for income. Increased

price volatility. Up to 100% in equities and

20% in cash.

(b) Growth & Income

Growth of principal with minor emphasis

on income. Less volatility. Invest up to 90% in equities, 30% in bonds and 20% in

cash.

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13. Many times portfolio performance comes after planting many seeds and “testing a client’s patience.” We have always found that performance will take care of itself if an investor continues to accumulate quality companies on a discounted basis and continues to average into the market. The determining factor ultimately for your success depends on your level of patience. Tell me about your patience, your timetable and your expectations: _________________________________________________________________________________________

_____________________________________________________________ ___________________________________________________________________________

14. Your Individual Risk Profile: We want you to be comfortable with the level of risk exposure in your investment portfolio.

Please give the following questions careful consideration since investment risk means different things to different people. Your answers will help us determine the level of risk exposure that is appropriate for you. Below are five hypothetical portfolios*, each representing an initial $100,000 investment. After one year, the dollar value of each portfolio will equal one of the two values shown--either low or high. Assuming there is an equal chance of achieving either result, indicate which portfolio represents the maximum risk/return trade-off you would be willing to accept.

Value of Hypothetical Portfolio After One Year:

Portfolio may be as low as: But may also be as high as:

Change

Change

Risk Portfolio A* $100,000 0% $105,000 5% Conservative Portfolio B* $95,000 -5% $115,000 15% Moderately Conservative Portfolio C* $90,000 -10% $125,000 25% Moderate Portfolio D* $85,000 -15% $135,000 35% Moderately Aggressive Portfolio E* $75,000 -25% $150,000 50% Aggressive

Portfolio (Check one): (a)_____ (b)_____ (c)_____ (d)_____ (e)_____ *These portfolios are strictly hypothetical and are intended only as an illustration to determine your tolerance of risk. The returns stated are not based on historical returns and should in no way be construed as an indication of expected future performance.

15. For your bond portion: Indicate the objectives (more than one) of your bond portfolio:

a. Manager’s discretion b. Maturity: ___ 1-4 years ___ 5-10 years ___ 11-15 years

__ _ 15+ years c. Current Yield d. Yield to Maturity e. Aggressive Trade f. Quality Ratings g. Tax Free h. Conservative Hold

16. Amount of cash to keep in a money market account:

a. Manager’s discretion b. 5% or less c. 5% to 10% d. 10% to 20% e. Other: _____________________

17. Do you anticipate making additional contributions or taking regular or irregular withdrawals from this (these) account(s) in the foreseeable future? a. Yes If yes, (deposit/withdrawal) how often? ________________Amount: $_________ b. No

18. Do you anticipate any changes in your overall financial circumstances in the foreseeable future? a. Yes

b. No

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19. If Yes to the prior question, please describe any changes you anticipate to your overall financial circumstances in the foreseeable future? _________________________________________________________________________________________

_______________________________________________________________ ____________________________________________________________________________

20. Are there any particular stocks that you want added, sold and/or not purchased in your account? (i.e. tobacco, alcohol,

gambling or pharmaceutical stocks, etc.) _________________________________________________________________________________________

______________________________________________________________ ____________________________________________________________________________

21. The movement and directions of the stock market, as well as individual stock positions, often dictate various actions. From

the following list of actions, it is assumed the advisor has the discretion to do the following actions based on his professional judgment, current circumstances and what he deems appropriate in order to help maximize your portfolio. For the following situations, if any of the described actions are a concern to you, please circle it and describe at the bottom of the question what you would want done: a. Investing the initial amount in your account(s): From prior history, it is felt that investor’s portfolios have done

best by gradually investing the money over time as market conditions dictate versus investing it all at one time. b. Advisor needs to raise cash from the portfolio: Advisor takes profits from stock previously purchased and/or

sells off the more aggressive positions and preserves the higher quality ones even if a loss needs to be taken. c. For a current stock holding, if the company’s financial situation is deteriorating and its stock price is going

down: If it is felt another position offers better upside potential at this point, the Advisor may take a loss and reposition if he feels it is warranted.

d. For a current stock holding, if the stock’s price were to fall after advisor purchases it originally: Advisor may average down if it is felt the stock fundamentals have not changed and it still offers good upside potential.

e. If your portfolio needs to be repositioned due to changing market conditions: Advisor may consolidate several positions if a higher quality company were to be added to the Advisor’s buy list, even if it means taking a loss; and/or, after holding a position for a significant length of time and it is felt another position offers better upside movement, the Advisor is free to sell and repurchase another position even if it means taking a loss.

f. At year-end (for taxable accounts), if there is positive capital gains from the portfolio and the client would have to pay capital gains tax for the current year: Advisor may sell positions at losses to reduce capital gains tax for the investor.

Provide comments to any circled item above (a-f), indicating what you would have wanted done in the situation: _________________________________________________________________________________________

______________________________________________________________ ____________________________________________________________________________

22. What do you expect the stock market to do over the next several years?

a. Decrease by _____% per year b. Stay flat c. Increase by _____% per year

23. I expect my Money Manager to have the following abilities:

a. Generally be able to guess and “time” short-term market turning points and re-orient my portfolio accordingly. He should exercise a high degree of timing judgment and anticipation in selling investments at higher prices in hopes of being able to buy them back at lower prices. OR

b. Position my portfolio with the appropriate asset mix (i.e. stocks, bonds, cash equivalents, etc.) to meet my long-term objectives and alter the mix based on my changed objectives and/or a changed longer-term outlook. He should generally sell individual investments only when they are no longer considered good long-term holdings.

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24. While the value of your investment is expected to increase over the long term, in the short term the value of any portfolio will fluctuate. This up and down movement in value is called volatility. Keeping your investment objectives in mind, you expect your portfolio volatility to be: a. Greater volatility than the stock market b. About the same volatility as the stock market c. Slightly less volatility than the stock market d. Less volatility than the stock market and about the same as the bond market e. Less volatility than the stock and bond markets

25. What is your idea of an ideal money manager? What do you expect of us (service, insight, leadership, etc.), as your advisor? How can we deliver the service you expect? _________________________________________________________________________________________

_____________________________________________________________ _________ ____________________________________________________________________________

26. After completing this questionnaire, are there any material facts that have not been addressed? If so, please describe.

_________________________________________________________________________________________

______________________________________________________________ ____________________________________________________________________________

27. For accounts being transferred in with existing positions, we usually evaluate each position to determine if it meets our

investment parameters. If it does, we will keep it. If it does not, we will liquidate it and reposition you with stocks on our buy list. Are there any positions you currently hold that you do not want liquidated? Is there anything we need to know about a particular position (for instance – very low cost basis, came from inheritance, gift, do not sell, etc.)? We will be glad to use your correct cost basis if you can provide it to us. If not, we will use the current market value as the new cost basis for all positions that have been transferred to us (this could ultimately produce inaccurate reporting data for tax returns in the future). (Client assumes all responsibility (managing, following, directing, etc.) for positions transferred in with hold, do not sell instructions and/or a particular position a clients wants to keep and follow. ) _________________________________________________________________________________________

______________________________________________________________ ____________________________________________________________________________

28. How do you expect this asset management process and method to meet your investment objectives?

_________________________________________________________________________________________

______________________________________________________________ ____________________________________________________________________________

To the best of my ability, I have answered the foregoing questions based on my investment objectives and expectations. I will notify the Advisor immediately of any changes in my above-stated investment objectives. Client hereby acknowledges a Power of Attorney has been signed and that the money manager is authorized to proceed without a completed Investment Policy Statement. _______________________________________ Client Signature _______________________________________ 2nd Client/Joint Client Signature

PRIVACY NOTICE

Capital Investment Group, Inc., Capital Investment Brokerage, Inc.,

CIC Advisers, LLC and Capital Investment Counsel, Inc.

As a valued customer, the privacy of the information with which you provide us, to assist you in reaching your financial goals, is of utmost importance. Therefore, we offer the following Privacy Policy for Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., CIC Advisers, LLC and their affiliates (collectively known as “Capital Investment Companies”). Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., are “introducing” broker/dealers. Capital Investment Counsel, Inc. and CIC Advisers, LLC are registered investment advisory firms.

PLEASE NOTE: CAPITAL INVESTMENT GROUP, INC., CAPITAL INVESTMENT BROKERAGE, INC., CAPITAL INVESTMENT COUNSEL, INC., CIC ADVISERS, LLC AND THEIR AFFILIATES DO NOT SELL YOUR NON-PUBLIC PERSONAL INFORMATION.

We collect your non-public personal information from the following sources:

• Information we receive from you on applications and other forms; • Information we receive from you in writing, in person, by telephone, electronically, or by any other means; • Information about your transactions with Capital Investment Group, Inc. or Capital Investment Brokerage, Inc., our

affiliates, financial Institutions or others, and; • Information we receive from the Internal Revenue Service, consumer-reporting agency, or other such entity.

We disclose your non-public personal information to affiliates and non-affiliated third parties:

Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., and CIC Advisers disclose to affiliates and non-affiliated third parties, non-public personal information only in connection with our servicing of, or conducting business on behalf of, your account. Such disclosures may be provided to affiliates and non-affiliated third parties (i) as required or necessary to carry out fully and properly the securities business conducted by Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., and CIC Advisers, LLC;(ii) as required by law or legal process, or; (iii) with your consent. We may disclose non-public personal information about you in connection with the transfer of your account to another financial institution at your request or the request of your representative. If you elect to “opt-out” and do not want us to disclose your non-public personal information with your representative’s new financial institution, please contact us at: 17 Glenwood Ave., Raleigh NC 27603, Ph: (919) 831-2370 or by email: rking@capital-invest.com.

We may disclose all of the information we collect, as described above.

Former Customers:

We do not disclose any non-public personal information about our customers or former customers to anyone, except as permitted by law or legal process, or with your consent.

Confidentiality and security of non-public personal information:

We restrict access to non-public personal information about you to those employees that need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards to guard your non-public personal information.

Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., and CIC Advisers, LLC reserve the right to change this Privacy Policy at any time. Revised 12/15/07

FORM ADV Uniform Application for Investment Adviser Registration

Part II - Page 1

Name of Investment Adviser:

Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number:

This part of FORM ADV gives information about the investment adviser and its business for the use of clients.

The information has not been approved or verified by any government authority.

Table of Contents

Item Number Item Page

1 Advisory Services and Fees .............................................................................................................. 2

2 Types of Clients ................................................................................................................................. 2

3 Types of Investments ........................................................................................................................ 3

4 Methods of Analysis, Sources of Information and Investment Strategies ......................................... 3

5 Education and Business Standards .................................................................................................... 4

6 Education and Business Background ................................................................................................ 4

7 Other Business Activities .................................................................................................................. 4

8 Other Financial Industry Activities or Affiliations ............................................................................ 4

9 Participation or Interest in Client Transactions ................................................................................. 5

10 Conditions for Managing Accounts ................................................................................................... 5

11 Review of Accounts ........................................................................................................................... 5

12 Investment or Brokerage Discretion .................................................................................................. 6

13 Additional Compensation .................................................................................................................. 6

14 Balance Sheet .................................................................................................................................... 6

Continuation Sheet ............................................................................................................. Schedule F

(Schedule A, B, C, D, and E are included with Part I of this Form, for the use of regulatory bodies, and are not distributed to clients.)

Potential persons who are to respond to the collection of information contained in this form

are not required to respond unless the form displays a currently valid OMB control number.

OMB APPROVAL OMB Number: 3235-0049 Expires: February 28, 2011Estimated Average burden Hours per response..........4.07

Capital Investment Counsel, Inc.

17 Glenwood Avenue Raleigh NC 27603 (919) 831-2370

FORM ADV

Part II - Page 2

Applicant: SEC File Number:

801-

Date:

1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided, state the approximate % of total advisory billings from

Applicant: that service. (See instruction below.)

(1) Provides investment supervisory services .......................................................................................... %

(2) Manages investment advisory accounts not involving investment supervisory services..................... %

(3) Furnishes investment advice through consultations not included in either service described above... %

(4) Issues periodicals about securities by subscription ..............................................................…........... %

(5) Issues special reports about securities not included in any service described above........................... %

(6) Issues, not as part of any service described above, any charts, graphs, formulas, or other devices

which clients may use to evaluate securities....................................................................................... %

(7) On more than an occasional basis, furnishes advice to clients on matters not involving securities... %

(8) Provides a timing service ...............................................................................................................… %

(9) Furnishes advice about securities in any manner not described above..........................................…. %

(Percentages should be based on applicant’s last fiscal year. If applicant has not completed its first fiscal year,

provide estimates of advisory billings for that year and state that the percentages are estimates.)

_________________________________________________________________________________________________________

Yes No

B. Does applicant call any of the services it checked above financial planning or some similar term? . . . . . . . _________________________________________________________________________________________________________

C. Applicant offers investment advisory services for: (check all that apply)

(1) A percentage of assets under management (4) Subscription fees

(2) Hourly charges (5) Commissions

(3) Fixed fees (not including subscription fees) (6) Other

_________________________________________________________________________________________________________

D. For each checked box in A above, describe on Schedule F:

• the services provided, including the name of any publication or report issued by the adviser on a subscription basis or for

a fee

• applicant’s basic fee schedule, how fees are charged and whether its fees are negotiable

• when compensation is payable, and if compensation is payable before service is provided, how a client may get a refund

or may terminate an investment advisory contract before its expiration date

2. Types of clients - Applicant generally provides investment advice to: (check those that apply)

A. Individuals E Trusts, estates, or charitable organizations

B. Banks or thrift institutions F. Corporations or business entities other than those listed above

C. Investment companies G. Other (describe on Schedule F)

D. Pension and profit sharing plans

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

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FORM ADV

Part II - Page 3

Applicant: SEC File Number:

801-

Date:

3. Types of Investments. Applicant offers advice on the following: (check those that apply)

A. Equity securities H. United States government securities

(1) exchange-listed securities I. Options contracts on:

(2) securities traded over-the-counter (1) securities

(3) Foreign issuers (2) commodities

B. Warrants J. Futures contracts on:

C. Corporate debt securities (other than commercial paper) (1) tangibles

(2) intangibles

D. Commercial paper

E. Certificates of deposit K. Interests in partnerships investing in:

F. Municipal securities (1) real estate

(2) oil and gas interests

G. Investment company securities: (3) other (explain on Schedule F)

(1) variable life insurance

(2) variable annuities L. Other (explain on Schedule F)

(3) mutual fund shares

4. Methods of Analysis, Sources of Information, and Investment Strategies.

A. Applicant’s security analysis methods include: (check those that apply)

(1) Charting (4) Cyclical

(2) Fundamental (5) Other (explain on Schedule F)

(3) Technical

_________________________________________________________________________________________________________

B. The main sources of information applicant uses include: (check those that apply)

(1) Financial newspapers and magazines (5) Timing services

(2) Inspections of corporate activities (6) Annual reports, prospectuses, filings with the

(3) Research materials prepared by others Securities and Exchange Commission

(4) Corporate rating services (7) Company press releases

(8) Other (explain on Schedule F)

_________________________________________________________________________________________________________

C. The investment strategies used to implement any investment advice given to clients include: (check those that apply)

(1) Long term purchases (5) Margin transactions

(securities held at least a year)

(2) Short term purchases (6) Option writing, including covered options,

(securities sold within a year) uncovered options or spreading strategies

(3) Trading (securities sold within 30 days) (7) Other (explain on Schedule F)

(4) Short sales

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

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FORM ADV

Part II - Page 4

Applicant: SEC File Number:

801-

Date:

5. Education and Business Standards.

Are there any general standards of education or business experience that applicant requires of those involved in Yes No

determining or giving investment advice to clients? ...................................................................................................

(If yes, please describe these standards on Schedule F)

6. Education and Business Background.

For:

• each member of the investment committee or group that determines general investment advice to be given to clients, or

• if the applicant has no investment committee or group, each individual who determines general investment advice

clients (if more than five, respond only for their supervisors)

• each principal executive officer of applicant or each person with similar status or performing similar functions.

On Schedule F, give the:

• name •• formal education after high school

• year of birth • business background for the preceding five years

7. Other Business Activities. (check those that apply)

A. Applicant is actively engaged in a business other than giving investment advice.

B. Applicant sells products or services other than investment advice to clients.

C. The principal business of applicant or its principal executive officers involves something other than providing

investment advice.

(For each checked box describe the other activities, including the time spent on them, on Schedule F.)

8. Other Financial Industry Activities or Affiliations. (check those that apply)

A. Applicant is registered (or has an application pending) as a securities broker-dealer.

B. Applicant is registered (or has an application pending) as a futures commission merchant, commodity pool operator

or commodity trading adviser.

C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:

(1) broker-dealer (7) accounting firm

(2) investment company (8) law firm

(3) other investment adviser (9) insurance company or agency

(4) financial planning firm (10) pension consultant

(5) commodity pool operator, commodity trading (11) real estate broker or dealer

adviser or futures commission merchant

(6) banking or thrift institution (12) entity that creates or packages limited partnerships

(For each checked box in C, on Schedule F identify the related person and describe the relationship and the arrangements.)

Yes No

D. Is applicant or a related person a general partner in any partnership in which clients are solicited to invest?..

(If yes, describe on Schedule F the partnerships and what they invest in.)

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

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FORM ADV

Part II - Page 5

Applicant: SEC File Number:

801-

Date:

9. Participation or Interest in Client Transactions.

Applicant or a related person: (check those that apply)

A. As principal, buys securities for itself from or sells securities it owns to any client.

B. As broker or agent effects securities transactions for compensation for any client.

C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or

bought from a brokerage customer.

D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related

person has some financial interest.

E. Buys or sell for itself securities it also recommended to clients.

(For each box checked, describe on Schedule F when the applicant or a related person engages in these transactions and

what restrictions, internal procedures, or disclosures are used for conflicts of interest in those transactions.)

Describe, on Schedule F, your code of ethics, and state that you will provide a copy of your code of ethics to any client or

prospective client upon request.

10. Conditions for Managing Accounts. Does the applicant provide investment advisory services, manage Yes No investment advisory accounts or hold itself out as providing financial planning or some similarly termed

services and impose a minimum dollar value of assets or other condition for starting or maintaining an

account?

(If yes, describe on Schedule F)

11. Review of Accounts. If applicant provides investment supervisory services, manages investment advisory account, or holds itself out as providing financial planning or some similarly termed services:

A. Describe below the reviews and reviewers of the accounts. For reviews, include their frequency, different levels, and

triggering factors. For reviewers, include the number of reviewers, their titles and functions, instructions they receive

from applicant on performing reviews, and number of accounts assigned each.

B. Describe below the nature and frequency of regular reports to clients on their accounts.

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

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Account reviews are handled by E. O. Edgerton, Jr. (President), Richard K. Bryant (VP), Con T. McDonald(IAR), Richard S. Battle (IAR), W. Harold Eddins (IAR), C. Bynum Satterwhite (IAR), and Kurt A. Dressler(IAR). The above have no specific maximum number of accounts assigned to them. At a minimum,investment advisors are instructed to review portfolios quarterly in accordance to a methodology selectedby Counsel to ensure no clients are disadvantaged. Such reviews should consider whether portfolios areconsistent with client objectives, investment guidelines, and other criteria.

At a minimum, statements are furnished quarterly to the client by the brokerage house which handles thetransactions. Records of all transactions are maintained by the advisor and broker.

FORM ADV

Part II - Page 6

Applicant: SEC File Number:

801-

Date:

12. Investment or Brokerage Discretion.

A. Does applicant or any related person have authority to determine, without obtaining specific client consent, the:

Yes No

(1) securities to be bought or sold? ...............................................................................................................

Yes No

(2) amount of securities to be bought or sold? .......................................................................................…..

Yes No

(3) broker or dealer to be used? ................................................................................................................

Yes No

(4) commission rates paid? ...........................................................................................................................

________________________________________________________________________________________________________

Yes No

B. Does applicant or a related person suggest brokers to clients? .......................................................................

For each yes answer to A describe on Schedule F any limitations on the authority. For each yes to A(3), A(4)

or B, describe on Schedule F the factors considered in selecting brokers and determining the reasonableness

of their commissions. If the value of products, research and services given to the applicant or a related

person is a factor, describe:

• the products, research and services

• whether clients may pay commissions higher than those obtainable from other brokers in return for those products

and services

• whether research is used to service all of applicant's accounts or just those accounts paying for it; and

• any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in

return for product and research services received.

13. Additional Compensation.

Does the applicant or a related person have any arrangements, oral or in writing, where it: A. is paid cash by or receives some economic benefit (including commissions, equipment or non-research Yes No

services) from a non-client in connection with giving advice to clients? . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes No

B. directly or indirectly compensates any person for client referrals?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(For each yes, describe the arrangements on Schedule F.)

14. Balance Sheet. Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:

• has custody of client funds or securities (unless applicant is registered or registering only with the

Securities and Exchange Commission); or

• requires prepayment of more than $500 in fees per client and 6 or more months in advance

Yes No Has applicant provided a Schedule G balance sheet?..............................................................................

Answer all items. Complete amended pages in full, circle amended items and file with execution page (page 1)

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Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 1 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer Part II Item 1.

Capital Investment Counsel (“Counsel”), an investment advisory firm registered with the Securities and Exchange Commission, will review and manage client portfolios. As such, our firm will analyze a client’s pertinent information and objectives in developing a plan to manage the client’s assets. The analysis and plan will be discussed with the client in serving as the basis of the Investment Policy Statement or similar guidelines in governing Counsel’s efforts in managing the assets. Upon client approval of the guidelines, we will administer the day-to-day investment of the client assets in accordance to the guidelines and any other agreements between Counsel and Client. Our investment program, which we tailor to each specific client, will predominantly consist of stocks, bonds, and money markets. The program is typically based on: savings, investing, compounding of interest, dividend reinvestment, and multiplication of stocks. If the client decides to deposit more capital, such capital will be invested when deemed appropriate. For dividends, the firm will reinvest such dividends when deemed appropriate unless otherwise instructed by the client. We provide three fee structures for a client to choose from in receiving services from Counsel. These choices are a “Wrap Fee Program”, (“Option A”) “Fee + Commission” (“Option B”), and “Fee Only” (“Option C”). The Wrap Fee Program is fully disclosed in its entirety in the brochure entitled “Wrap Fee Program”. For Option A, a fee is charged based upon a calculation of assets under management with no commission charges applied; however, there may be a miscellaneous postage and handling fee charged per ticket by our clearing broker/dealer. For Option B, the client is charged a fee based upon a calculation of assets under management plus commission and transaction charges associated with Counsel managing such portfolios. Option C is utilized for clients directing Counsel to use a specific broker of their choosing. Commissions and transaction costs are based on transaction size, execution methods(s), market forces, and broker/dealer policies. The fee structure for these choices are: Wrap Fee + Commission Fee Only Market Value Charge (A) Charge (B) Charge (C) Up to $500,000 2.00% 1.25% 1.75% $500,000 to $1,500,000 1.75% 1.00% 1.50% $1,500,001 to $3,000,000 1.50% 0.75% 1.25% Above $3,000,000 Negotiated Negotiated Negotiated Counsel may charge certain clients less than the stated fee schedule. In the event a mutual or exchange traded fund is in one of your portfolios, you may pay additional fees in the form of annual fees to the mutual fund company. This is not a fee assessed by Counsel, but a fee debited from your mutual fund holdings per the terms provided in the mutual fund’s prospectus. Investment advisory fees are billed in advance on a quarterly basis in accordance with the above fee schedule. Accounts are subject to a minimum annual fee of $500, which can be waived at the discretion of management. Fees are typically calculated based upon the fair market value of the client’s assets under management by Counsel as of the last business day of the month preceding the quarter to be billed, and the resulting amount, divided by four, shall be due our firm for the next quarterly period. Certain accounts may have other calculation and/or billing cycles. We request, with appropriate authorization, such fees be paid via our firm invoicing the custodian and the custodian debiting the client’s accounts

Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 2 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer and remitting such fees to our firm; however, we do permit payments by check. In the event a client wishes to terminate their relationship with Counsel, the client should provide a 30 day prior written notification of their desire to terminate the arrangement. Since fees are billed quarterly in advance, Counsel will refund to the client after such termination a pro-rata share of the fees computed on a daily basis for the 90-day quarter. More so, if the Form ADV and accompanying schedules is provided less than 48 hours before the client signed the Investment Advisory Agreement, the client has the right to cancel their Agreement without penalty within five business days of executing the Agreement.

Item 5. Preferably a college degree with some concentration in business or economics.

Item 6. E. O. Edgerton, Jr. Date of Birth: 10/23/1941 Education: Wake Forest University (1960-1964) - B.A. Business Business Background: Capital Investment Counsel, Inc. – President; 08/1984 – Present Capital Investment Group, Inc. – Vice President; 01/1984 – Present Capital Investment Brokerage, Inc. – Vice President; 02/1996 – Present Richard K. Bryant Date of Birth: 07/07/1959 Education: North Carolina State University (1977-1981) - B.A. Business Management Business Background: Capital Investment Counsel, Inc. – Vice President; 08/1984 – Present Capital Investment Group, Inc. – President; 01/1984 – Present Capital Investment Brokerage, Inc. – President; 02/1996 – Present Capital Advisers, Inc. – Vice President; 02/1995 – Present CIC Advisers, LLC – Managing Director; 01/2004 – Present Capital Investment Advisory Services, LLC – Managing Member; 12/08 - Present Nottingham Investment Trust II –Trustee; 11/1990 – Present Cornelius T. McDonald Date of Birth: 12/06/1955 Education: University of North Carolina at Chapel Hill (1974-1978) - Bachelor’s of Science with a Major in Accounting Business Background: Capital Investment Counsel, Inc. – Investment Advisor Representative; 07/1987 – Present Capital Investment Group, Inc. – Assistant Vice President/ Representative; 07/1987 – Present Capital Investment Brokerage, Inc. – Assistant Vice President/Registered Representative; 01/1997 – Present Physicians Financial Services – President; 07/1987 – Present

Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 3 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer W. Harold Eddins, Jr. Date of Birth: 08/31/1964 Education: Brevard College (1983-1985); University of North Carolina at Chapel Hill (1985-1987) - Bachelor’s of Science Business Background: Capital Investment Counsel, Inc. – Investment Advisor Representative; 09/1987 – Present Capital Investment Group, Inc. – Assistant Vice President/ Representative; 09/1987 – Present Capital Investment Brokerage, Inc. – Assistant Vice President/ Representative; 01/1997 – Present Kurt A. Dressler Date of Birth: 08/01/1969 Education: Eastern Illinois University (1987 – 1991) - Bachelor’s of Science in Business Finance Business Background: Capital Investment Counsel, Inc. – Investment Advisor Representative; 06/1996- Present Capital Investment Group, Inc. – Assistant Vice President; 06/1996 – 04/1997 Capital Investment Brokerage, Inc. – Assistant Vice President/ Representative; 04/1997 – Present C. Bynum Satterwhite Date of Birth: 10/14/1957 Education: University of North Carolina at Chapel Hill (1975 – 1979) – Bachelor’s of Science Business Background: Capital Investment Counsel, Inc. – Investment Advisor Representative; 08/1996 – Present Capital Investment Group, Inc. – Assistant Vice President; 06/1996 – 04/1997 Capital Investment Brokerage, Inc. – Assistant Vice President/ Representative; 01/1997 – Present Richard S. Battle Date of Birth: 04/29/1959 Education: University of North Carolina at Chapel Hill (1977 – 1981) – Bachelor’s of Science Business Background: Capital Investment Counsel, Inc. – Investment Advisor Representative; 04/1993 - Present Capital Investment Brokerage, Inc. – Representative; 04/1997 – Present Capital Investment Group, Inc. – Representative; 04/1993 – 04/1997 Ronald L King Date of Birth: 12/06/1951 Business Background: Capital Investment Counsel - Chief Compliance Officer; 11/2007 – Present Capital Investment Advisory Services, LLC – Chief Compliance Officer; 12/08 - Present Capital Investment Group, Inc. - Chief Compliance Officer; 11/2007 – Present Capital Investment Brokerage, Inc. - Chief Compliance Officer; 11/2007 – Present CIC Advisers, LLC - Chief Compliance Officer - 11/2007 - Present North Carolina Department of the Secretary of State, Securities Division. – Securities Investigator - 06/2006 – 10/2007 The King Garner Group of the Carolinas, LLC – Managing Partner - 02/2004 – 07/2006

Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 4 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer Berthel Fisher & Company Financial Services, Inc. – Regional Manager – 11/2002–02/2004 Berthel Fisher & Company Financial Services, Inc. – Branch Manager - 11/2001– 11/2002 Josephthal & Co. Inc – Financial Consultant - 02/2001 – 11/2001 Marion Bass Securities – Financial Consultant – 08/1994- 02/2001 First Citizens Bank – Trust Officer II – 09/1989 – 06/1994 Midlantic National Bank and Trust Co.-Florida - Trust Officer – 06/1987 - 09/1989 Trust Company Bank – Trust Officer – 09/1980 – 06-1987

Item 7.C. Richard K. Bryant’s efforts are divided approximately among his positions as: President, Capital Investment Group, Inc., a FINRA registered broker/dealer, 45%; President, Capital Investment Brokerage, Inc., a FINRA registered broker/dealer, 25%; Vice President, Capital Investment Counsel, Inc., a SEC registered investment advisory firm, 15%; President, CIC Advisers, LLC, a state registered investment advisory firm, 5%; Managing Member Capital Investment Advisory Services, LLC, a SEC registered investment advisory firm, 5%; and the remaining 5% is spent on Capital Insurance Affiliates. Ronald L. King’s efforts as Chief Compliance Officer are divided approximately among the following firms as: Capital Investment Group, Inc., a FINRA registered broker/dealer, 45%: Capital Investment Brokerage, Inc., a FINRA registered broker/dealer, 25%; Capital Investment Counsel, a SEC registered investment advisory firm, 20%; CIC Advisers, LLC, a state registered investment advisory firm, 5%; and Capital Investment Advisory Services, LLC, a SEC registered investment advisory firm, 5%. All other principal officers’ primary activities are associated with Counsel.

Item 8.C.(1) Counsel is affiliated with two brokerage firms (Capital Investment Group, Inc. and Capital Investment Brokerage, Inc.), three investment advisory firms (CIC Advisers, LLC, Capital Investment Advisory Services, LLC and Capital Advisers, Inc.), and one insurance agency, Capital Insurance Affiliates. All entities share common ownership and are considered part of Capital Investment Companies. Besides common ownership, we do not have any business relationship, third party management agreements, etc. with CIC Advisers, LLC or Capital Advisers, Inc. Capital Insurance Affiliates may be utilized to provide insurance or annuity products to clients when requested by the client. Arrangements are available for clients and prospective clients to use our affiliated companies, Capital Investment Group, Inc. (“CIG”) and Capital Investment Brokerage, Inc, (“CIB”), as the broker/dealer to handle their transactions. Richard K. Bryant and E. O. Edgerton, Jr. are both officers and majority stockholders of the brokerage firms. CIG and CIB are often used by clients to broker various client accounts. With respect to the relationship between Counsel, CIG and/or CIB, the following are key points: 1) The shareholders of CIG and CIB may receive dividends from the companies periodically. 2) Recommendations for the purchase and sale of securities are made public to the broker/dealers after the initial purchase or sale to clients. 3) When possible and in the best

Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 5 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer interest of clients, orders are crossed or bunched for single execution and allocated immediately after execution. 4) Investment advisory representatives of Counsel are also registered with CIB and/or CIG. In the capacity of a registered representative of CIB and/or CIG, and adviser may receive a commission or remuneration in the execution of transactions through the affiliated broker/dealers. For any mutual fund positions maintained in a client account through one of Counsel’s affiliated broker/dealers, a Counsel Adviser may receive 12b-1 fees or service fees in addition to any compensation stated in the fee schedule. 5) Counsel has developed a Code of Ethics to address any potential conflicts of interests that may arise between internal and external entities, including CIG and CIB, as well as establish a level of professional conduct for individuals associated with Counsel.

Item 9. Counsel recommends securities in which its advisors have positions. This is not done to influence stock or bond prices but to demonstrate the advisors do not buy stocks and bonds for clients they would not willingly buy for themselves. Counsel’s advisors serve as registered persons of CIG and/or CIB. In this capacity, the advisors may receive compensation in the form of brokerage commissions for managed and non-managed accounts. Our firm has developed policies and practices, including a Code of Ethics, to adhere to best practices and address potential conflicts of interest that may arise. The Code of Ethics provides for, among other things: 1) The review and reporting of personal securities transactions by access persons; 2) Prompt reporting of any violation of the code; 3) Recordkeeping and supervisory aspects pertaining to the code; 4) Confidentiality of client information; and 5) General standards of ethical business. A copy of the code is available to any client or prospective client upon request.

Item 10. Counsel’s minimum account value is $100,000. We reserve the right to waive this requirement as well as the $500 minimum fee.

Item 12.A & B. Counsel seeks and requests discretion with respect to a client’s account concerning the following: 1) Securities to be bought and sold; 2) Quantity of such securities to be bought and sold; and 3) Commission rates to be paid. Decisions regarding the selection of securities and quantities bought or sold are based upon Counsel’s investment philosophy, client objectives, and the financial condition of the client. Not all clients receive the same stock selections or the same quantity due to a number of factors such as existing portfolio positions, available cash, preferences, timing, etc. All things being equal, the same research is available for all clients without restriction at no additional commission or other cost. Counsel will typically recommend that a client maintain assets through one of our affiliated broker/dealers, CIG or CIB. CIG and CIB both use Sterne Agee & Leach, Inc. to custody client assets. In placing portfolio transactions, Counsel will seek to obtain the best execution for its clients. Counsel’s decision is not based on any research received from the broker/dealer for directing executions or maintaining assets at the broker/dealer. Instead, Counsel believes it will be able to service clients more efficiently and in an advantageous

Complete amended pages in full, circle amended items and file with execution page (page 1).

Page 6 © 2004 National Compliance Services 800-800-3204

Schedule F of Applicant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II Capital Investment Counsel, Inc. 801- 20824 04/30/2010

IRS Empl. Ident.No.: 1. Full name of applicant exactly as stated in Item 1A of Part I of Form ADV:

Capital Investment Counsel, Inc. Item of Form

(identify) Answer manner. A client can request to have assets maintained at another broker/dealer. Clients electing to direct brokerage to a firm of their choosing may not achieve best execution. In conducting securities transactions, block transactions may be utilized. This can be particularly the case when client accounts are held at affiliated broker/dealers, CIB or CIG. In most cases, accounts not at CIB or CIG will not be included in block transactions due to the different physical location of the securities. To ensure that no account is disadvantaged for being included in a block transaction, all accounts pay the same per share amounts plus their standard commission schedule and/or transactions costs. Counsel’s clients may pay higher commission rates than what can be obtained in the marketplace on like transactions.

Item 13.B. Counsel may enter into agreements with solicitor agents who may be registered representatives, financial planners, or possess other qualifications for serving in the capacity of a solicitor agent for a fee. Frequently, such solicitor agents are registered representatives with our affiliated broker/dealers, CIG and/or CIB. Solicitor agents receive referral fees on a quarterly basis for introducing a client to Counsel. Such fees paid to solicitor agents are part of the advisor’s fee schedule and do not increase any fees or costs to the client. Counsel maintains a contract with each solicitor defining the roles, responsibilities, compensation, and terms of the solicitation arrangement.

Miscellaneous Provisions Counsel does not assume responsibility for Proxy Voting since it manages accounts under limited discretion. Client agrees to assume this responsibility by signing an investment advisory agreement. Counsel has adopted a Privacy Policy in order to safeguard sensitive client information. The Privacy Policy is provided at the time a client agrees to services by Counsel and annually thereafter. Counsel or its affiliates do not sell information collected about you. The non-public information is provided to affiliates and non-affiliated entities in connection with us servicing or conducting business with respect to your account. For more details concerning our Privacy Policy, Counsel can be contacted by phone or the Privacy Policy can be viewed at www.capital-invest.com. Counsel has adopted a Disaster Recovery Plan to ensure that in the event of a calamity or less severe event, Counsel will be able to continue to service its clients.

SEC File No. 801-20824

Capital Investment Counsel, Inc.

17 Glenwood Avenue

Raleigh, North Carolina 27603 (919) 831-2370

Wrap Fee Program (SCHEDULE H DISCLOSURE DOCUMENT)

This brochure provides clients with information about Capital Investment Counsel, Inc. and its Wrap Fee Program that should be considered before becoming a client of the Wrap

Fee Program. This information has not been approved by any governmental authority.

v. 0410

2

Table of Contents

I. Philosophy II. Services Offered

III. Compensation

A. Wrap Program Fee Schedule B. Disclosures

IV. Financial Industry Activities and Affiliations V. Client Base Profile and Communications

A. Profile B. Communications

Vl. Portfolio Managers

A. Selection/Replacement

B. Review Process

Vll. Investment Advisory Representatives

A. Selection/Replacement B. Client Review Process

C. Education Requirements

D. Profile of Counsel Personnel

3

Philosophy Capital Investment Counsel (“Counsel”) is generally classified as a contrarian manager, which has adopted a philosophy of purchasing securities of financially strong companies, currently considered out of favor in the financial markets. Counsel seeks to tailor portfolios to clients’ needs through investing in stocks and bonds of these out of favor companies. The key components of Counsel’s efforts are savings, investing, compounding of interest, dividend reinvestment, and the multiplication of stocks. Counsel recommends securities in which its investment advisers have positions. This is not done to influence stock prices, but to demonstrate Counsel does not buy stocks and bonds for clients that its investment advisers would not be willing to buy for themselves.

Services Offered Counsel provides a review of client’s pertinent financial information and objectives in developing a plan to manage the client’s assets. Counsel will then prepare a written or verbal analysis and plan for managing the client’s assets. The analysis takes into consideration the needs and objectives of the client and suggests appropriate investment strategies consistent with those needs and objectives. The analysis and plan is discussed with the client and will serve as the basis for the Investment Policy Statement or similar investment guidelines, which govern Counsel’s efforts in managing these assets. Counsel does not custody client funds and securities. All assets are custodied at financial institutions selected by the firm unless the client selects an alternative firm institution.

Compensation Wrap Program Fee Schedule The Wrap Program Fee arrangement for an account is calculated by charging a percentage of the assets under management, with no additional commission charged for each trade executed within the account. However, there may be miscellaneous postage and handling fees charged by the custodying broker/dealer. The total annual fee as a percentage of assets under management is as follows:

Market Value Annual FeeUp to $500,000 2.00% $500,000 to $1,500,000 1.75% $1,500,001 to $3,000,000 1.50% Above $3,000,000 Negotiated

Disclosures The following are important disclosures relating to the above fee schedule:

For any mutual fund positions, the client is subject to annual or other charges assessed by the mutual fund company.

Fees will be billed on a quarterly basis at a fraction of the overall annual fee (i.e. 1/4th of the annual fee noted or negotiated per quarter)

Client accounts are generally subject to a minimum annual fee of $500. The annual fee is set forth and agreed upon in an agreement signed by both the client

and Counsel. Counsel will generally receive the amount charged to the client, net of trading costs,

which compensate the brokerage firm, either Capital Investment Group, Inc., Capital Investment Brokerage, Inc.

4

The person recommending the program to the client and investment advisory agent, if not the same person, receives compensation as a result of the client’s participation in the program. The amount of this compensation may be more than what the person would receive if the client participated in other programs of Counsel or paid for separately for investment advice, brokerage, and other services. The person may have a financial incentive to recommend the wrap fee program over other programs and services. However, this wrap fee program has been designed and priced to be fair and equitable. In doing so, the wrap fee program has been priced comparatively to our fee plus and commission program.

Investment advisory representatives may receive up to 60% of the amount received by Counsel.

The wrap fee program may cost more or less than purchasing the investment advisory services separately, depending on account variables such as portfolio turnover or commission and commission discounts.

Counsel offers only one wrap fee program, as discussed herein. Due to pricing of the wrap fee program and since the compensation for referring investment advisory agents or sales solicitors does not significantly vary with our fee plus commission program, there is no incentive to offer one pricing method over the other, except for client preference.

Financial Industry Activities and Affiliations Counsel has common ownership with several entities including Capital Advisers, Inc., CIC Advisers, LLC, Capital Investment Advisory Services, LLC, Capital Insurance Affiliates, Capital Investment Group, Inc. and Capital Investment Brokerage, Inc. Although Counsel has common ownership with Capital Advisers, Inc., Capital Investment Advisory Services and CIC Advisers, LLC, all registered investment advisory firms. The firm may utilize Capital Insurance Affiliates to provide insurance or annuity products to clients. However, such annuity or insurance product sales are rare and upon request by the Client. Arrangements are available for clients and prospective clients to use our affiliated firms, Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., as brokerage firms to handle their transactions. Richard K. Bryant and E.O. Edgerton, Jr. are officers and majority stockholders of these firms. Counsel utilizes one of these in-house broker/dealers upon approval by the client. The shareholders of the broker/dealers may receive dividends from the companies periodically. These dividends could possibly be generated by Counsel’s direct trading in managed accounts. As our investment styles traditionally keeps our portfolio turnover low and the company’s organizational structure consists mainly of the two owner/managers, internal procedures regarding conflicts of interest are minimal. A code of ethics, both written and implied, is adhered to and principals, including the Chief Compliance Officer, handle supervision. A few other key points are:

Any change in investment style must be noted and communicated to our clients. All disclosures are made within this document and our client contract. Please note that the brokerage firms are separate entities and clients will not be coerced

to place their trades with either firm unless they choose to do so themselves. In most cases, the brokerage firms offer discounts below the standard NYSE commission schedule.

Buy and sell recommendations may be made public to our affiliated broker/dealers, but only after the initial buy or sell recommendations are made to our clients.

When the firm deems it appropriate, account orders are bunched for single execution and subsequently allocated per the firm’s procedures for block trades.

5

Client Base Profile and Communications Profile Counsel traditionally has served individuals, high net worth individuals, corporations, pension and profit sharing plans, trusts, and estates. We seek these clients as well as other businesses and entities. Counsel’s minimum account value is $100,000. Counsel reserves the right to waive the minimum at anytime. Communications Clients may contact and consult with any of the portfolio managers or their investment advisory representative. Performance information is reported no less than quarterly for each account by Counsel via brokerage account statements. The accuracy of such communications is verified by the broker/dealer handling the account, in most cases, Capital Investment Group, Inc. or Capital Investment Brokerage, Inc. All client information is maintained in accordance to the firm’s Privacy Policy, as set forth in the client agreement for services.

Portfolio Manager Selection/Replacement Process Currently, Counsel serves as the portfolio manager and sponsor for the Wrap Fee Program. This is the reason why we have kept the selection process in-house and why we do not use other portfolio managers. Although, we do not anticipate replacing ourselves as portfolio manager, such decision would be based on the following criteria:

Servicing; Performance; and Economic Factors.

Review Process The process of reviewing accounts takes place at least quarterly. Each individual selection is monitored on a fundamental basis with heavy emphasis placed on out-of-favor stocks and bonds in relation to those whose perceived value is particularly high. E.O. Edgerton, Jr., Richard K. Bryant, Con T. McDonald, Kurt A. Dressler, C. Bynum Satterwhite, W. Harold Eddins, and Richard Battle handle reviews.

Investment Advisory Representatives Selection/Replacement Process In determining who will serve as the investment advisory representative of a client, the following key considerations, among others, are considered.

How did the client learn about Counsel’s services and was that through a particular investment advisory representative?

Did the client request a particular investment advisory representative? What are objectives of the client relative to the background of the investment advisory

representative? If necessary, Counsel will consider replacing an investment advisory representative if servicing quality does not meet expectations, client objectives are not followed, or upon request by a client.

6

Client Review Process Investment advisory representatives review accounts of clients no less than quarterly. In doing so, accounts are monitored for trade activity and positions held to ensure client investment objectives are followed. The Chief Compliance Officer may review the performance of investment advisory representatives periodically with respect to selected sample client accounts. Client statements/reports, client account information, and investment policy guidelines may all be utilized in this process in order to ensure compliance with applicable regulations and firm policies and procedures. Education Requirements Counsel seeks investment advisory agents who preferably have a college degree with some concentration in business or economics. Profile of Counsel Personnel The following is to provide you the background of investment advisory personnel of Counsel: E.O. Edgerton, Jr. Edgerton is one of two founding partners and a major shareholder of Capital Investment Counsel, Inc. He serves as President and as an investment advisory representative for Counsel. In addition to his role at Counsel, he has been the Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., since January 1984 and February 1996, respectively. From November 1990 through January 2005, he served as Vice President and Trustee for the Nottingham Investment Trust II/Capital Value Fund. Born on October 23, 1941, he later attended Wake Forest University from 1960-1964, where he received a bachelor’s degree in business administration. Richard K. Bryant Bryant is Vice President and founding partner (August 1984) of Counsel. In addition to his role at Counsel, he is President of Capital Investment Group, Inc. (01/1984-Present), President of Capital Investment Brokerage, Inc. (02/1996-Present), Vice President of Capital Advisers, Inc. (02/1995-Present), President of CIC Advisers, LLC (01/2004-Present), Managing Member of Capital Investment Advisory Services, LLC (12/08 – Present) and a Trustee for Nottingham Investment Trust II (11/90-Present. He was born on July 7, 1959. Cornelius T. McDonald McDonald has served as an investment advisory representative of Counsel since July 1987. In addition to his role at Counsel, he serves as President of Physicians Financial Services (07/1987 – Present), Managing Partner of Investment Management Advisory Services, Inc. (10/1998 – Present), Assistant Vice President of Capital Investment Group, Inc. (07/1987 – Present), and Assistant Vice President of Capital Investment Brokerage, Inc. (01/1997 – Present). McDonald obtained a Bachelor’s of Science degree majoring in Accounting while attending the University of North Carolina at Chapel Hill from 1974-1979. He was born on December 6, 1955. W. Harold Eddins, Jr. Eddins has served as an investment advisory representative with Counsel since September 1987. Eddins also has been serving as Assistant Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage since September 1987 and January 1997, respectively. Born on August 31, 1964, he attended Brevard College from 1983-1985 and then the University of North Carolina at Chapel Hill from 1985-1987, where he received a Bachelor’s of Science degree.

Kurt A. Dressler Dressler has served as an investment advisory representative with Counsel since June 1996. Dressler also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, Dressler was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Dressler attended Eastern Illinois University from 1987-1991, where he received a Bachelor’s in Business Finance degree. Dressler was born on August 1, 1969. C. Bynum Satterwhite Satterwhite has served as an investment advisory representative with Counsel since August 1996. Satterwhite also has been serving as a registered representative for Capital Investment Brokerage, Inc. since January 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Satterwhite attended the University of North Carolina from 1975-1979, where he received a Bachelor’s of Science degree. Satterwhite was born on October 14, 1957. Richard S. Battle Battle has been serving as an investment advisory representative with Counsel since April 1993. Battle also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from April 1993 to April 1997. Battle attended the University of North Carolina from 1977-1981, where he received a Bachelor’s of Science degree. Battle was born on April 29, 1959. Ronald L. King King has been serving as Chief Compliance Officer for Counsel since November, 2007. Since November, 2007, King has also been the Chief Compliance Officer of Capital Investment Group, Inc., Capital Investment Brokerage, Inc., CIC Advisers, LLC, as well as Capital Investment Advisory Services, LLC (12/08-Present). Prior to joining Capital Investment Companies, King has served as a Securities Investigator with the NC Secretary of State Securities Division, as Managing Partner of the King Garner Group of the Carolinas, LLC, as Regional Director for Berthel Fisher & Company Financial Services Inc., as Vice President and Branch Manager for Joesphthal & Co., and as a Financial Consultant with Marion Bass Securities. King was born on December 6, 1951.

7

SEC File No. 801-20824

Capital Investment Counsel, Inc.

17 Glenwood Avenue

Raleigh, North Carolina 27603 (919) 831-2370

Wrap Fee Program (SCHEDULE H DISCLOSURE DOCUMENT)

This brochure provides clients with information about Capital Investment Counsel, Inc. and its Wrap Fee Program that should be considered before becoming a client of the Wrap

Fee Program. This information has not been approved by any governmental authority.

v. 0409

2

Table of Contents

I. Philosophy II. Services Offered

III. Compensation

A. Wrap Program Fee Schedule B. Disclosures

IV. Financial Industry Activities and Affiliations V. Client Base Profile and Communications

A. Profile B. Communications

Vl. Portfolio Managers

A. Selection/Replacement

B. Review Process

Vll. Investment Advisory Representatives

A. Selection/Replacement B. Client Review Process

C. Education Requirements

D. Profile of Counsel Personnel

3

Philosophy Capital Investment Counsel (“Counsel”) is generally classified as a contrarian manager, which has adopted a philosophy of purchasing securities of financially strong companies, currently considered out of favor in the financial markets. Counsel seeks to tailor portfolios to clients’ needs through investing in stocks and bonds of these out of favor companies. The key components of Counsel’s efforts are savings, investing, compounding of interest, dividend reinvestment, and the multiplication of stocks. Counsel recommends securities in which its investment advisers have positions. This is not done to influence stock prices, but to demonstrate Counsel does not buy stocks and bonds for clients that its investment advisers would not be willing to buy for themselves.

Services Offered Counsel provides a review of client’s pertinent financial information and objectives in developing a plan to manage the client’s assets. Counsel will then prepare a written or verbal analysis and plan for managing the client’s assets. The analysis takes into consideration the needs and objectives of the client and suggests appropriate investment strategies consistent with those needs and objectives. The analysis and plan is discussed with the client and will serve as the basis for the Investment Policy Statement or similar investment guidelines, which govern Counsel’s efforts in managing these assets. Counsel does not custody client funds and securities. All assets are custodied at financial institutions selected by the firm unless the client selects an alternative firm institution.

Compensation Wrap Program Fee Schedule The Wrap Program Fee arrangement for an account is calculated by charging a percentage of the assets under management, with no additional commission charged for each trade executed within the account. However, there may be miscellaneous postage and handling fees charged by the custodying broker/dealer. The total annual fee as a percentage of assets under management is as follows:

Market Value Annual Fee Up to $500,000 2.00% $500,000 to $1,500,000 1.75% $1,500,001 to $3,000,000 1.50% Above $3,000,000 Negotiated

Disclosures The following are important disclosures relating to the above fee schedule:

For any mutual fund positions, the client is subject to annual or other charges assessed by the mutual fund company.

Fees will be billed on a quarterly basis at a fraction of the overall annual fee (i.e. 1/4th of the annual fee noted or negotiated per quarter)

Client accounts are generally subject to a minimum annual fee of $500. The annual fee is set forth and agreed upon in an agreement signed by both the client

and Counsel. Counsel will generally receive the amount charged to the client, net of trading costs,

which compensate the brokerage firm, either Capital Investment Group, Inc., Capital Investment Brokerage, Inc.

4

The person recommending the program to the client and investment advisory agent, if not the same person, receives compensation as a result of the client’s participation in the program. The amount of this compensation may be more than what the person would receive if the client participated in other programs of Counsel or paid for separately for investment advice, brokerage, and other services. The person may have a financial incentive to recommend the wrap fee program over other programs and services. However, this wrap fee program has been designed and priced to be fair and equitable. In doing so, the wrap fee program has been priced comparatively to our fee plus and commission program.

Investment advisory representatives may receive up to 60% of the amount received by Counsel.

The wrap fee program may cost more or less than purchasing the investment advisory services separately, depending on account variables such as portfolio turnover or commission and commission discounts.

Counsel offers only one wrap fee program, as discussed herein. Due to pricing of the wrap fee program and since the compensation for referring investment advisory agents or sales solicitors does not significantly vary with our fee plus commission program, there is no incentive to offer one pricing method over the other, except for client preference.

Financial Industry Activities and Affiliations Counsel has common ownership with several entities including Capital Advisers, Inc., CIC Advisers, LLC, Capital Insurance Affiliates, Capital Investment Group, Inc. and Capital Investment Brokerage, Inc. Although Counsel has common ownership with Capital Advisers, Inc. and CIC Advisers, LLC, both registered investment advisory firms, the firm does not have any business relationship, third party management agreements, etc. with either entity. The firm may utilize Capital Insurance Affiliates to provide insurance or annuity products to clients. However, such annuity or insurance product sales are rare and upon request by the Client. Arrangements are available for clients and prospective clients to use our affiliated firms, Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., as brokerage firms to handle their transactions. Richard K. Bryant and E.O. Edgerton, Jr. are officers and majority stockholders of these firms. Counsel utilizes one of these in-house broker/dealers upon approval by the client. The shareholders of the broker/dealers may receive dividends from the companies periodically. These dividends could possibly be generated by Counsel’s direct trading in managed accounts. As our investment styles traditionally keeps our portfolio turnover low and the company’s organizational structure consists mainly of the two owner/managers, internal procedures regarding conflicts of interest are minimal. A code of ethics, both written and implied, is adhered to and principals, including the Chief Compliance Officer, handle supervision. A few other key points are:

Any change in investment style must be noted and communicated to our clients. All disclosures are made within this document and our client contract. Please note that the brokerage firms are separate entities and clients will not be coerced

to place their trades with either firm unless they choose to do so themselves. In most cases, the brokerage firms offer discounts below the standard NYSE commission schedule.

Buy and sell recommendations may be made public to our affiliated broker/dealers, but only after the initial buy or sell recommendations are made to our clients.

When the firm deems it appropriate, account orders are bunched for single execution and subsequently allocated per the firm’s procedures for block trades.

Client Base Profile and Communications

5

Profile Counsel traditionally has served individuals, high net worth individuals, corporations, pension and profit sharing plans, trusts, and estates. We seek these clients as well as other businesses and entities. Counsel’s minimum account value is $100,000. Counsel reserves the right to waive the minimum at anytime. Communications Clients may contact and consult with any of the portfolio managers or their investment advisory representative. Performance information is reported no less than quarterly for each account by Counsel via brokerage account statements. The accuracy of such communications is verified by the broker/dealer handling the account, in most cases, Capital Investment Group, Inc. or Capital Investment Brokerage, Inc. All client information is maintained in accordance to the firm’s Privacy Policy, as set forth in the client agreement for services.

Portfolio Manager Selection/Replacement Process Currently, Counsel serves as the portfolio manager and sponsor for the Wrap Fee Program. This is the reason why we have kept the selection process in-house and why we do not use other portfolio managers. Although, we do not anticipate replacing ourselves as portfolio manager, such decision would be based on the following criteria:

Servicing; Performance; and Economic Factors.

Review Process The process of reviewing accounts takes place at least quarterly. Each individual selection is monitored on a fundamental basis with heavy emphasis placed on out-of-favor stocks and bonds in relation to those whose perceived value is particularly high. E.O. Edgerton, Jr., Richard K. Bryant, Con T. McDonald, Kurt A. Dressler, C. Bynum Satterwhite W. Harold Eddins, and Richard Battle handle reviews.

Investment Advisory Representatives Selection/Replacement Process In determining who will serve as the investment advisory representative of a client, the following key considerations, among others, are considered.

How did the client learn about Counsel’s services and was that through a particular investment advisory representative?

Did the client request a particular investment advisory representative? What are objectives of the client relative to the background of the investment advisory

representative? If necessary, Counsel will consider replacing an investment advisory representative if servicing quality does not meet expectations, client objectives are not followed, or upon request by a client. Client Review Process

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Investment advisory representatives review accounts of clients no less than quarterly. In doing so, accounts are monitored for trade activity and positions held to ensure client investment objectives are followed. The Chief Compliance Officer may review the performance of investment advisory representatives periodically with respect to selected sample client accounts. Client statements/reports, client account information, and investment policy guidelines may all be utilized in this process in order to ensure compliance with applicable regulations and firm policies and procedures. Education Requirements Counsel seeks investment advisory agents who preferably have a college degree with some concentration in business or economics. Profile of Counsel Personnel The following is to provide you the background of investment advisory personnel of Counsel: E.O. Edgerton, Jr. Edgerton is one of two founding partners and a major shareholder of Capital Investment Counsel, Inc. He serves as President and as an investment advisory representative for Counsel. In addition to his role at Counsel, he has been the Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., since January 1984 and February 1996, respectively. From November 1990 through January 2005, he served as Vice President and Trustee for the Nottingham Investment Trust II/Capital Value Fund. Born on October 23, 1941, he later attended Wake Forest University from 1960-1964, where he received a bachelor’s degree in business administration. Richard K. Bryant Bryant is Vice President and founding partner (August 1984) of Counsel. In addition to his role at Counsel, he is President of Capital Investment Group, Inc. (01/1984-Present), President of Capital Investment Brokerage, Inc. (02/1996-Present), Vice President of Capital Advisers, Inc. (02/1995-Present), President of CIC Advisers, LLC (01/2004-Present), Managing Member of Capital Investment Advisory Services, LLC (12/08 – Present) and a Trustee for Nottingham Investment Trust II (11/90-Present. He was born on July 7, 1959. Cornelius T. McDonald McDonald has served as an investment advisory representative of Counsel since July 1987. In addition to his role at Counsel, he serves as President of Physicians Financial Services (07/1987 – Present), Managing Partner of Investment Management Advisory Services, Inc. (10/1998 – Present), Assistant Vice President of Capital Investment Group, Inc. (07/1987 – Present), and Assistant Vice President of Capital Investment Brokerage, Inc. (01/1997 – Present). McDonald obtained a Bachelor’s of Science degree majoring in Accounting while attending the University of North Carolina at Chapel Hill from 1974-1979. He was born on December 6, 1955. W. Harold Eddins, Jr. Eddins has served as an investment advisory representative with Counsel since September 1987. Eddins also has been serving as Assistant Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage since September 1987 and January 1997, respectively. Born on August 31, 1964, he attended Brevard College from 1983-1985 and then the University of North Carolina at Chapel Hill from 1985-1987, where he received a Bachelor’s of Science degree. Kurt A. Dressler

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Dressler has served as an investment advisory representative with Counsel since June 1996. Dressler also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, Dressler was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Dressler attended Eastern Illinois University from 1987-1991, where he received a Bachelor’s in Business Finance degree. Dressler was born on August 1, 1969. C. Bynum Satterwhite Satterwhite has served as an investment advisory representative with Counsel since August 1996. Satterwhite also has been serving as a registered representative for Capital Investment Brokerage, Inc. since January 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Satterwhite attended the University of North Carolina from 1975-1979, where he received a Bachelor’s of Science degree. Satterwhite was born on October 14, 1957. Richard S. Battle Battle has been serving as an investment advisory representative with Counsel since April 1993. Battle also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from April 1993 to April 1997. Battle attended the University of North Carolina from 1977-1981, where he received a Bachelor’s of Science degree. Battle was born on April 29, 1959. Ronald L. King King has been serving as Chief Compliance Officer for Counsel since November, 2007. Since November, 2007, King has also been the Chief Compliance Officer of Capital Investment Group, Inc., Capital Investment Brokerage, Inc., CIC Advisers, LLC, as well as Capital Investment Advisory Services, LLC (12/08-Present). Prior to joining Capital Investment Companies, King has served as a Securities Investigator with the NC Secretary of State Securities Division, as Managing Partner of the King Garner Group of the Carolinas, LLC, as Regional Director for Berthel Fisher & Company Financial Services Inc., as Vice President and Branch Manager for Joesphthal & Co., and as a Financial Consultant with Marion Bass Securities. King was born on December 6, 1951.

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Client Review Process Investment advisory representatives review accounts of clients no less than quarterly. In doing so, accounts are monitored for trade activity, positions held, and performance in ensuring client investment objectives are followed. The Chief Compliance Officer reviews the performance of investment advisory representatives periodically with respect to selected sample client accounts. Such client reviews are done no less than quarterly. At this time, client statements/reports, client account information, and investment policy guidelines are all reviewed for compliance with regulations and to ensure investment decisions are in accordance to client objectives and investment policy guidelines. Education Requirements Counsel seeks investment advisory agents who preferably have a college degree with some concentration in business or economics. Profile of Counsel Personnel The following is to provide you the background of investment advisory personnel of Counsel: E.O. Edgerton, Jr. Edgerton is one of two founding partners and a major shareholder of Capital Investment Counsel, Inc. He serves as President and as an investment advisory representative for Counsel. In addition to his role at Counsel, he has been the Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage, Inc., since January 1984 and February 1996, respectively. From November 1990 through January 2005, he served as Vice President and Trustee for the Nottingham Investment Trust II/Capital Value Fund. Born on October 23, 1941, he later attended Wake Forest University from 1960-1964, where he received a bachelor’s degree in business administration. Richard K. Bryant Bryant is Vice President and founding partner (August 1984) of Counsel. In addition to his role at Counsel, he is President of Capital Investment Group, Inc. (01/1984-Present), President of Capital Investment Brokerage, Inc. (02/1996-Present), Vice President of Capital Advisers, Inc. (02/1995-Present), Managing Director of Capital Administrators, LLC (10/2001-Present), President of CIC Advisers, LLC (01/2004-Present). Prior to now, he served as President/Trustee of Nottingham Investment Trust II/Capital Value Fund from November 1990 to January 2005, Managing Director of Capital Investment Partners, Inc. from November 1993 to June 2001, and Vice President of The Carolinas Fund from January 1998 to May 2000. He was born on July 7, 1959. Cornelius T. McDonald McDonald has served as an investment advisory representative of Counse since July 1987. In addition to his role at Counsel, he serves as President of Physicians Financial Services (07/1987 – Present), Managing Partner of Investment Management Advisory Services, Inc. (10/1998 – Present), Assistant Vice President of Capital Investment Group, Inc. (07/1987 – Present), and Assistant Vice President of Capital Investment Brokerage, Inc. (01/1997 – Present). McDonald obtained a Bachelor’s of Science degree majoring in Accounting while attending the University of North Carolina at Chapel Hill from 1974-1979. He was born on December 6, 1955. W. Harold Eddins, Jr. Eddins has served as an investment advisory representative with Counsel since September 1987. Eddins also has been serving as Assistant Vice President of Capital Investment Group, Inc. and Capital Investment Brokerage since September 1987 and January 1997, respectively. Born on August 31, 1964, he attended Brevard College from 1983-1985 and then the University

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of North Carolina at Chapel Hill from 1985-1987, where he received a Bachelor’s of Science degree. Kurt A. Dressler Dressler has served as an investment advisory representative with Counsel since June 1996. Dressler also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, Dressler was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Dressler attended Eastern Illinois University from 1987-1991, where he received a Bachelor’s in Business Finance degree. Dressler was born on August 1, 1969. C. Bynum Satterwhite Satterwhite has served as an investment advisory representative with Counsel since August 1996. Satterwhite also has been serving as a registered representative for Capital Investment Brokerage, Inc. since January 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from June 1996 to April 1997. Satterwhite attended the University of North Carolina from 1975-1979, where he received a Bachelor’s of Science degree. Satterwhite was born on October 14, 1957. Richard S. Battle Battle has been serving as an investment advisory representative with Counsel since April 1993. Battle also has been serving as a registered representative for Capital Investment Brokerage, Inc. since April 1997. Prior to then, he was a registered representative of Capital Investment Group, Inc. from April 1993 to April 1997. Battle attended the University of North Carolina from 1977-1981, where he received a Bachelor’s of Science degree. Battle was born on April 29, 1959. Ronald L. King King has been serving as Chief Compliance Officer for Counsel since November, 2007. Since November, 2007, King has also been the Chief Compliance Officer of Capital Investment Group, Inc., Capital Investment Group, Inc., and CIC Advisers, LLC. Prior to joining Capital Investment Companies, King has served as a Securities Investigator with the NC Secretary of State Securities Division, as Managing Partner of the King Garner Group of the Carolinas, LLC, as Regional Director for Berthel Fisher & Company Financial Services Inc., as Vice President and Branch Manager for Joesphthal & Co., and as a Financial Consultant with Marion Bass Securities. King was born on December 6, 1951.