0506 Portfolio Management Services Packet · Please note that the opening of an account for an...

Portfolio Management Services Packet

Capital Investment Brokerage, Inc.

Individual or Primary Holder Minor Trust EstateBusinessType:

C-CorpTrustJointGuardian/Custodian

401(k) Estate S-CorpRollover

Subscription

Traditional403(b) LLC

SEP PartnershipUNI-KSimple External Custodian IRABeneficiaryEducational

Sole ProprietorshipProfit Sharing Plan Non-ProfitPension Plan Foreign Institution

CashMargin (must be initialed by client(s))

Option (Option Agreement Required)Transfer on Death (TOD Agreement Required)

Account Title

Legal Address (No P.O. Boxes)

City

Mailing Address (If different from above)

City

Registration Type

Account Type

Account Information

Primary Account Holder Information

Individual

BeneficiaryConversionRolloverRegular

INDIVIDUAL/JOINT IRA/ERISAROTH: OTHER:IRA:

OTHER BUSINESS

_______________

Zip/Postal CodeState


Relationship

Yes No Position

Company Ticker

Name Position

NoYes

NoYes

Are you affiliated or work for a member firm of a stock exchange or FINRA, Inc., or are you a senior officer of a bank, S&L, insurance company, registered advisory firm or other like account or a person in the securities department of any of the above or an immediate family member of any such person?

Are you a director, a 10% shareholder, or a policy-making executive officer of a publicly traded company?

Are you (or are you related to someone who is) an employee or agent of Capital Investment Brokerage, Inc. or an affiliated company?

Employer Address

City Zip/Postal CodeState

Account #

Rep ID #

New Account Application

NEWA 2/2012 PAGE 1

Primary's Legal Name

Social Security Number or Taxpayer ID Number Date of Birth


City

Home Telephone Number

State Zip/Postal Code

Business Number

Email Address Cell Number

Drivers License Passport Other Government IDMilitary ID

Trust DocumentBusiness License Corporate Resolution Partnership AgreementBusiness Formation Document

Male Married Single DivorcedFemale

Document Number County/State of Issuance

Issuance Date Expiration Date

Widowed

Employed Not Employed Retired Student Occupation

Governmental ID (Required): Persons (choose one)

Institutions (Attach any of the documents below)

Gender: Maritial Status:

Employment Status:

( )(Number) of Dependants and Ages:

Direct InvestmentSterne, Agee, & Leach, Inc.

Joint Account Ownership

It is the express intention of the undersigned that ownership of this account be vested in them as (check one):

Joint tenants with rights of survivorship and not as tenants in common or as tenants by the entity. In the event of the death of either of any of the undersigned, the entire interest in the Joint Account shall be vested in the survivor or survivors on the same terms and conditions as theretofore held, without in any manner releasing the undersigned or their estates form the liability provided for in this Agreement.

Tenants in common. In the event of the death of either or any of the undersigned, the interests in the tenancy shall be equal unless otherwise specified immediately below. If tenants in common, if interests are not to be equal, designate the percentage interest of each tenant.

Community Property (Opened in the name of 2 legally married people, age 18 or over, and who are residents of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Philippine Islands, Puerto Rico, Texas, Wisconsin, or Washington.)

Name Name% %

Retirement Accounts Subject to ERISA

Contact EmailContact Address

Contact Phone NumberContact Name

Employer or other Responsible Plan Fiduciary:

Relationship

Yes No Position

Company TickerNoYes

Name PositionNoYes

Are you affiliated or work for a member firm of a stock exchange or FINRA, Inc., or are you a senior officer of a bank, S&L, insurance company, registered advisory firm or other like account or a person in the securities department of any of the above or an immediate family member of any such person?

Are you a director, a 10% shareholder, or a policy-making executive officer of a publicly traded company?

Are you (or are you related to someone who is) an employee or agent of Capital Investment Brokerage, Inc. or an affiliated company?

Do you have any accounts at other Brokerage Firms?

Client Profile (This information is mandatory. Please use combined figures if joint account.)

FINRA requires Sterne Agee to classify banks, savings and loan associations, insurance companies, registered investment companies, investment advisors or any individual or entity with $50 million or more in assets as in Institutional Investor. Check here if you presently qualify under this definition:

If yes, indicate firm(s):NoYes

Investment Experience NoneN

LimitedA

AverageB

ExtensiveC # of Years

Stocks/Bonds

Mutual Funds

Annuities

Options

Alternative Investments

Secondary Account Holder Information (Attach additional pages if more than one)

Account # Rep ID #NEWA 2/2012 PAGE 2

Joint Holder Custodian/Guardian Trustee ExecutorPartnerType: Authorized Person

Please note that the opening of an account for an ERISA plan requires home office pre-approval. Please attach the required paperwork documenting the approval.

Employer Address

City Zip/Postal CodeState

Secondary's Legal Name

Social Security Number or Taxpayer ID Number Date of Birth


City

Home Telephone Number

State Zip/Postal Code

Business Number

Email Address Cell Number

Drivers License Passport Other Government IDMilitary ID

Male Married Single DivorcedFemale

Document Number County/State of Issuance

Issuance Date Expiration Date

Widowed

Employed Not Employed Retired Student Occupation

Governmental ID (Required): Persons (choose one)

Gender: Maritial Status:

Employment Status:

( )(Number) of Dependants and Ages:

Minor

Client Profile continued

Check Appropriate Boxes $0 - $49,999 $50,000 -

$99,999 $100,000 -

$199,999 $200,000 -

$499,999 $500,000 -

$999,999 $1,000,000 -

$2,499,999$2,500,000 -

or more

(Choose one per row) A B C D E F G

Annual Income (all sources)

Liquid Net Worth

Net Worth (excluding residence)

Investment ProfileCapital

Preservation Conservative ModeratelyConservative Moderate Moderately

Aggressive Aggressive Speculation

A B C D E F G

Time Horizon: When do you expect to begin withdrawing significant

< 1 yr 1 - 3 yrs 4 - 6 yrs 7 - 9 yrs 10 - 12 yrs 13 - 15 yrs > 15 yrs

funds from this account? A B C D E F G

Federal Tax Bracket 10% 11 - 20% 21 - 30% 31 - 34% 35%< >

Liquidity Needs: In the event you have unexpected changes in your life or financial situation, what is the likelihood you will need to access funds from this account to satisfy short term requirements? Low Medium High

1 2 3

* See Investment Profile descriptions included in this account document package.

Service Instructions

Hold in AccountDeliver in Client Name

When Buying Securities:

SAI-Insured Deposit Account (FDIC Insured)

PCS-Federated Prime Cash SeriesMCS-Federated Municipal Cash SeriesTCS-Federated Treasury Cash SeriesGCS-Federated Government Cash Series

Choose Cash Sweep Options:

Cash Sweep OptionMail Check

MonthlySemi-Monthly

Cash Dividends/Interest:

Settle by CheckCash Sweep Option

When Selling Securities:

Online Account Access and Electronic Delivery

Is this account to be set up with Online Access?

Please Note: An email will be sent to the address of the primary account holder with a temporary password.

If you are interested in electronic delivery of your statements, a separate application is required.

Is this account to be set up with electronic delivery of statements?

Householding of Statements

Do you wish for statements to be combined with other accounts of this Household for delivery purposes? NoYes

Yes, please complete the attached Go Green Application.No

If Yes: Primary Account number:

Interested Party Information:

AddressName

City

Telephone Email

Professional Capacity (Accountant, Attorney, etc.):

AddressName

City

Telephone Email

Professional Capacity (Accountant, Attorney, etc.):

To the above Interested Party, please provide duplicate Statements Trade Confirmations 1099s

I authorize you to communicate with the above Interested Party about my account.

To the above Interested Party, please provide duplicate Statements Trade Confirmations 1099s

I authorize you to communicate with the above Interested Party about my account.



Yes, please provide Email:No

Yes, please provide Email:NoIs this account to be set up to receive electronic delivery of all Regulatory Mailings, such as annual Privacy Statement?

Account # Rep ID #NEWA 2/2012 PAGE 3

What is the primary source of funds for

IncomeSale of

businessor property

Inheritance/gift

Insuranceor legal

settlement

Pension/retirement

savings

Funds from another

brokerage account

Other/Please specify:

this account? A B C D E F G

By signing below, I hereby certify as follows:

A. Under the penalties of perjury, I certify that (check all that apply): 1. I am a U.S. Person (including a U.S. Resident Alien) AND

a. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. ORb. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and I am subject to backup withholding.

OR2. I am not a U.S. Person (including a U.S. Resident Alien) and am submitting an appropriate Form W-8 together herewith.

B. No, I do not want my name, address and securities positions disclosed to all the companies in which I own securities that are being held for me in this account.C. By checking this box I am electing margin at account opening, and I have received, read and understand the margin disclosure document. D. I have received, read and agree to the Credit Terms and Conditions. I understand that the Credit Terms and Conditions may change from time to time and I

agree to be bound by such changed Credit Terms and Conditions.E. I have reviewed the information contained in this Application, affirm that it is accurate, and agree to notify you of any changes in the information. F. I understand that, unless specifically noted to the contrary in writing, investments (1) are not FDIC insured, (2) are not obligations of a bank, and (3) are

subject to investment risks, including the possible loss of the principal amount invested.G. I have received a copy of, read and understand the Client Account Agreement and agree to the terms and conditions thereof.H. I have received a copy of the Schedule of Fees. I understand that the fee schedule may change from time to time and I agree to be bound by such changed

fee schedule.I. If I have selected the SAI Insured Deposit as my Cash Sweep Option, I acknowledge that I have received, read and agree to the Terms and Conditions for

Cash Sweep Option.J. I will carefully review my trade confirmations and account statements and will promptly notify Sterne Agee of any inaccuracies. If I fail to notify Sterne

Agee of any errors or omissions within 30 days of the date of a confirmation or account statement, I agree that I will not later assert that I did not authorize any transaction reported in it, that it omitted any transaction, or that it was otherwise inaccurate.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

I UNDERSTAND THAT THE CLIENT ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE, LOCATED ON THE LAST PAGE IN NUMBERED PARAGRAPH 21, REQUIRING ALL DISPUTES UNDER THIS AGREEMENT TO BE SETTLED BY BINDING ARBITRATION.

Notes including related/other accounts to be linked for breakpoints (Account Name/Account Number/Location):

How was thecustomer

BankPersonal

Acquaintance Call In Solicitation Seminar Walk-In Advertising

introduced?

Initial Buy Sell Deposit Transfer Rollover Description:

Transaction:

How long have you known customer? Bank Reference

Certification

Account # Rep ID #

DateSignature of Registered Representative Signature of Supervisory Principal Date

Rep Code

DateSignature of Primary Account Holder Signature of Secondary Account Holder Date

NEWA 2/2012 PAGE 4

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and moneylaundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this meansfor you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see yourdriver's license or other identifying documents. A corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place ofbusiness, local office, employer identification number, certified articles of incorporation, government-issued business license, a partnership agreement, or a trust agreement.

Bank Customer Acknowledgement: in consideration of Capital Investment Brokerage, Inc. (CIB) accepting for the undersigned one or more accounts, the undersigned hereby acknowledges that CIB is an independent registered securities broker/dealer, and that all securities services provided to the undersigned by 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 provided by, and are not the responsibility of the subscribing institution on whose premises CIB's offices are located. _____________initials

IBD - CAA Page 1 of 9

Client Account Agreement Please read carefully

In consideration of Sterne, Agee, & Leach, Inc. accepting and carrying, or continuing to maintain and carry for my benefit, one or more securities accounts introduced to you by my broker-dealer, bank or other introducing Firm (“Introducing Firm”), which Introducing Firm is intended to have the benefit and is a third-party beneficiary of, this Agreement, I agree to the following with respect to any and all of my securities accounts held by held by you:

1. DEFINITIONS. Throughout this Agreement, “I,” “me,” “we,” “our,” “us,” and similar words means the owner(s) of the securities account(s) carried by Clearing Firm. “Clearing Firm” means Sterne, Agee & Leach, Inc., Sterne Agee Clearing, Inc. and their respective officers, directors, agents and employees. “Property” means securities of all kinds, monies, commodities and all other property usually and customarily dealt in by brokerage firms. Introducing Firm shall mean the broker-dealer introducing my account to Sterne Agee and with which my financial representative is associated.

2. ROLE OF STERNE AGEE. I understand and agree that Introducing Firm is not acting as an agent of Clearing Firm, and Clearing Firm is not responsible for the conduct of Introducing Firm, even if Introducing Firm is one of Clearing Firm’s affiliated companies. Clearing Firm’s only responsibilities to me relate to custody of assets, the execution, clearing and bookkeeping of transactions in my accounts. Clearing Firm may accept from Introducing Firm, without inquiry or investigation, orders for the purchase or sale of securities and other property, on margin or otherwise, and any other instructions concerning my account, including but not limited to instructions to release confidential account information or other nonpublic personal or financial information to a third party service provider. I agree to indemnify and hold Clearing Firm harmless from any loss, damage, or liability arising out of, or in any way related to or by reason of the release of such personally identifiable information to a third party service provider pursuant to good faith reliance on instructions from Introducing Firm.

3. MY REPRESENTATIONS. If I am a natural person, I represent and warrant the following: (a) I am of legal age to enter into contracts in the state of my domicile; (b) unless I have notified you otherwise in writing and, if required, provided you with a letter of approval from my employer, I am not an employee of (i) an exchange, (ii) a company a majority of the capital interests of which are owned by an exchange, (iii) a company that is a member of an exchange or of FINRA, or (iv) a bank, trust company or insurance company; and (c) I will promptly notify Introducing Firm in writing if any of the above representations becomes materially inaccurate.

I further represent that I have disclosed whether I am a director, 10% shareholder, or policymaking officer of a publicly traded company and that I will inform Introducing Firm promptly, in writing, if I attain such a position. I agree to promptly notify you, in writing, if I am now, or if I become: (a) registered or qualified in any capacity with the Securities and Exchange Commission, the Commodity Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (b) an “investment adviser” as that term is defined in Paragraph 202(a)(11) of the Investment Advisers Act of 1940, as amended, (whether or not registered or qualified under that act); or (c) employed by a bank or other organization exempt from registration under federal and/or state securities laws to perform functions that would require me to be so registered or qualified if I were to perform such functions for an organization not so exempt.

I also represent that no one except me has an interest in my account.

4. THE ACCOUNT.

Type of Account. The account is a cash and/or margin brokerage securities account that may be used to purchase or sell securities and other property.

Routing of Orders. All orders authorized by me for the purchase or sale of securities or other property, which may be listed on more than one exchange or market, may be executed on any exchange or market selected by Introducing Firm or Clearing Firm or their respective agents unless otherwise specifically directed by me.

Recommendations. Neither Introducing Firm nor Clearing Firm is are under any obligation to make any recommendations to me regarding the purchase or sale of securities or other property. I understand that Clearing Firm will not provide any investment advice to me, nor will Clearing Firm give advice or offer any opinion with respect to the suitability of any transaction or order. I understand that any recommendations made by Introducing Firm are merely suggestions that may be based upon Introducing Firm’s then present opinion about the likelihood of future events. I understand that any recommendations made by Introducing Firm do not guaranty profit, performance or any future development. Neither Introducing Firm nor Clearing Firm is under any obligation to keep me informed about developments in the market concerning securities and other property, even if they have recommended such securities and other property.

Order Placement. I understand that Introducing Firm and Clearing Firm accept only verbal orders or orders placed through electronic order entry systems provided or approved by Clearing Firm (“Electronic Order Entry Systems”)for the purchase and sale of securities and other property, and are not responsible for orders sent through the mail, fax, e-mail, text messages or other forms of electronic communication, or orders left via voice mail or answering machines. If I use an Electronic Order Entry System, I understand and agree that I am responsible for maintaining the confidentiality and security of my User ID, password and/or other information required to access the Electronic Order Entry Systems (“Access Information”). Any order placed through an Electronic Order Entry System accessed using my User ID and password shall be conclusively presumed to be placed or authorized by me. I hereby represent, acknowledge and agree with respect to all orders for the purchase or sale of securities or other property placed or authorized by me that I actually intend to purchase or sell of such securities or other property and that it is my intention and obligation in every case to deliver securities to cover any and all sales or to pay for any and all purchases.

Purchases. I understand that in order to process my orders to purchase securities and other property Introducing Firm and Clearing Firm generally require that my account contain available funds equal to or greater than the purchase price of the securities and

other property prior to the placement of an order. Introducing Firm and Clearing Firm may, in their sole discretion, accept an order without sufficient funds in my account, in which case I will submit payment promptly to assure that payment will be received by settlement date. Any order accepted and/or executed by Introducing Firm or Clearing Firm while the account does not hold sufficient funds may be, in Introducing Firm’s or Clearing Firm’s sole discretion, cancelled or liquidated. I agree that if Clearing Firm fails to receive payment for securities and other property purchased Clearing Firm may, without prior demand or notice, sell securities and other property held in any of my accounts. Any loss resulting there from may be charged to my account.

Sales. I agree that in giving orders to sell securities and other property, all “short” sales orders will be designated as “short” and all “long” sales orders will be designated as “long.” “Short sale” means any sale of a security not owned by the seller or any sale that is consummated by delivery of a borrowed security. I understand that the execution of a short sale is contingent upon Clearing Firm’s affirmative determination that arrangements have been made to borrow the necessary securities or otherwise obtaining sufficient assurance that delivery can be made by the settlement date. I agree that Clearing Firm may, in its sole discretion, immediately cover any short sales in my account. The designation on a sale order as “long” is a representation on my part that I own the security, and if the security is not in the account at the time of the contract for sale, I agree to deliver the security to Clearing Firm by settlement date. In case of any non-delivery of a security sold by me (whether short or long), Clearing Firm is authorized to purchase the security to cover my position and charge any loss, commissions and fees to my account. I understand that Clearing Firm’s systems are set to allocate sales to the oldest tax lots in my account (in other words, on a first in first out (FIFO) basis), and I am responsible to notify Introducing Firm if I wish to allocate a sale to a specific tax lot other than on a FIFO basis. I further understand that tax lot allocations may not be changed past transaction settlement date.

Limit Orders. If I place a limit order, I understand that Introducing Firm and Clearing Firm reserve their respective rights, while my limit order remains unexecuted, to trade for their own respective market-maker accounts at prices equal to or better than my limit order price and not to execute my order against incoming orders from other customers.

Cancellation/Modification Requests. I understand that any attempt to cancel or modify an order is merely a request to cancel of modify. Cancellation and modification requests are accepted on a best efforts basis only and cancellation or modification is not guaranteed.

Corrected and Late Trade Reports. I understand that from time to time Clearing Firm may receive late and/or erroneous trade reports from exchanges or market makers. I understand and agree that the status of orders which are not reported to me or which are reported as having expired, been cancelled or been executed, may be changed in response to such late and/or erroneous reports in order to reflect what actually occurred in the marketplace with respect to such order.

Impartial Lottery Allocation System. When Clearing Firm holds on my behalf bonds or preferred stocks in street or bearer form which are callable in part, I agree to participate in the impartial lottery allocation system of the called securities in accordance with the provisions of the New York Stock Exchange, Inc. (“NYSE”) and/or Financial Industry Regulatory Authority (“FINRA”) rules. Further, I understand when the call is favorable, no allocation will be made to any account in which Clearing Firm, its officers, or employees, have a financial interest until all other clients’ positions in such securities are satisfied on an impartial lottery basis.

Restrictions on Trading; Termination. I understand that either Introducing Firm or Clearing Firm may, in its sole discretion, prohibit or restrict trading of securities or substitution of securities in any of my accounts. Each of Introducing Firm and Clearing Firm has the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me.

Options Positions. I agree not to enter into any purchase or sale of equity, debt, foreign currency or index put & call options or Index Participations without having read and fully understood the terms, conditions and risks, as set forth in the Characteristics and Risks of Standardized Options booklet and/or Index Participations booklet, and applicable supplements, which will be furnished to me by Introducing Firm prior to any such transactions. I understand my short option positions are assigned on a random selection method pursuant to an automated system. All short option positions can be assigned at any time including the day written.

Notice of Exercise of Options. If I purchase any listed option, I will notify Introducing Firm of my intention to exercise such option no later than two hours before the expiration time of the option (one hour in the case of an over-the-counter option). Failure to give such notice will constitute an abandonment of the option, in which event it may be exercised for my account if it would be profitable to do so. Except as required by the Options Clearing Corporation Rules, neither Introducing Firm nor Clearing Firm has any obligation to exercise any option absent specific instructions from me to that effect. If it would not be profitable for my account due to commission expenses, it may be permitted to expire or, in their sole discretion, sold or acquired by Introducing Firm or Clearing Firm for some equitable payment to me based on their expenses and risk, without any liability or responsibility to me.

Control or Restricted Securities. Prior to placing an order in connection with any securities subject to Rule 144 or 145(d) of the Securities Act of 1933, I understand and agree that I must advise Introducing Firm of the status of the securities and furnish Introducing Firm with the necessary documents (including opinions of counsel, if requested) to clear legal transfer. I acknowledge that there may be delays involved with the processing of control or restricted securities. I will not hold Introducing Firm or Clearing Firm liable for any losses caused directly or indirectly by such delays. Either Introducing Firm or Clearing Firm may, in its sole discretion, require that control or restricted securities not be sold or transferred until such securities clear legal transfer.


Rules and Regulations. I understand that all transactions in my account are subject to the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where the transactions are executed. Also, where applicable, the transactions shall be subject to the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Commodities Exchange Act, as amended, and to the rules and regulations of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System and any applicable self-regulatory organization, and all other federal, state and local statutes, rules and regulations.

5. TRANSFER OF FUNDS BY WIRE. By providing instructions to transfer funds by wire from my account to any bank or other entity, I agree to provide an accurate account number designating the account to receive such funds. I acknowledge that the bank or other receiving entity may be under no obligation to verify the identity of the beneficiary of the funds transfer and may rely exclusively upon the account number provided by me. I agree to indemnify and hold Introducing Firm and Clearing Firm harmless from and against all liabilities arising from the provision by me of an inaccurate account number.

6. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. Excess funds held in my account may be transferred between any of my accounts (including commodity accounts) for any reason not in conflict with the Commodity Exchange Act or any other applicable law. If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account.

7. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND PRINCIPAL AND INTEREST PAYMENTS. I authorize and direct each of Introducing Firm and Clearing Firm to invest or deposit on a periodic basis the available free credit balance in my account in such money market mutual fund, interest-bearing deposit account, or such other accounts or arrangements as Clearing Firm may from time to time make available (collectively “Cash Sweep Options”) as I have specified. If I have failed to specify a Cash Sweep Option, I authorize, but do not require, Clearing Firm to invest or deposit on a periodic basis the available free credit balance in my account in such Cash Sweep Option as Clearing Firm may select. I understand that if Clearing Firm has selected a Cash Sweep Option for my account, I may select a different available Cash Sweep Option at any time by providing instructions to Introducing Firm.

I understand that from time to time, Clearing Firm may make new Cash Sweep Options available, modify existing Cash Sweep Options, or stop offering an existing Cash Sweep Option. I understand that Clearing Firm will give me advance notice of any such change in the available Cash Sweep Options that affects my account and, unless I notify Introducing Firm of my objection to such change within the time period specified by you, I authorize Clearing Firm, in its sole discretion, to redeem shares and/or withdraw cash from my prior Cash Sweep Option and transfer the entire balance to the new Cash Sweep Option. In the event Clearing Firm discontinues a Cash Sweep Option, I authorize Clearing Firm, in its sole discretion, to transfer balances over time by redeeming shares and/or withdrawing cash from the discontinued Cash Sweep Option as necessary to pay obligations relating to my account, while at the same time sweeping free credit balances into the new Cash Sweep Option.

With respect to bond principal and interest payments, Clearing Firm may credit my account with principal and interest due on the payment dates and is entitled to recover any such payments from me if Clearing Firm does not actually receive same from the trustee or paying agent. With respect to debts arising from bond principal and interest payments or any other debits, Clearing Firm may redeem my money market fund shares, without notice, to the extent necessary to satisfy any debits arising in any of my accounts. I acknowledge that interest will not be paid to me on credit balances in any of my accounts unless specifically agreed to by Clearing Firm in writing.

8. FEES AND CHARGES. I understand that Introducing Firm and Clearing Firm may impose various service charges and other fees relating to my account as well as charge commissions and other fees for execution of transactions to purchase and sell securities, put & call options or other property, and I agree to pay such charges, commissions and fees at Introducing Firm’s and Clearing Firm’s then prevailing rates. I also understand that such charges, commissions and fees may be changed from time to time without notice to me and I agree to be bound thereby. I may be subject to an administrative fee on any of my accounts which produce insufficient commission revenue for any calendar year and I will be notified prior to this fee being applied. I agree to pay Clearing Firm a late charge, to the extent permitted by law, if I purchase securities on a cash basis and fail to pay for such securities by settlement date. Any late charge imposed will be at the maximum rate of interest set forth in Clearing Firm’s disclosure statement and may be charged from the settlement date to the date of payment.

9. ACCURACY OF REPORTS; COMMUNICATIONS. I understand that I am solely responsible to review trade confirmations and account statements for accuracy. Confirmation of orders and statements of my accounts shall be conclusive if not objected to in writing within ten days after mailing to me. In the event I fail to receive a confirmation within ten days from the date of a transaction in my account, I agree to notify Introducing Firm immediately in writing. Communications mailed to me at the address specified by me shall, until Introducing Firm and Clearing Firm have received notice in writing from me of a different address, be deemed to have been personally delivered to me and I agree to waive all claims resulting from failure to receive such communications.

10. 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 so sent, 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 promptly notify you in writing of any change to my name or address.

11. 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 gas partnerships, purchased or established in connection with this application. I agree that I understand the prospectus or offering statement provided to me.

12. SECURITY INTEREST. As security for the payment of all liabilities or indebtedness presently outstanding or to be incurred under this or any other agreement between us, and for all

liabilities or indebtedness I may have to Clearing Firm now or in the future, I grant Clearing Firm a continuing security interest, lien, and right of set-off in and to any and all securities and other property belonging to me or in which I have an interest and which is carried by Clearing Firm in any of my accounts or which is otherwise held by Clearing Firm. All such securities and other property shall be subject to such security interest, lien, and right of setoff as collateral for the discharge of my obligations to Clearing Firm, wherever or however arising and without regard to whether or not Clearing Firm has made loans with respect to such securities and other property. Clearing Firm is hereby authorized to sell and/or purchase any and all securities and other property in any of my accounts or otherwise held by Clearing Firm and to liquidate any open commodity futures or forward contracts in any of my accounts without notice in order to satisfy such obligations. In enforcing its security interest, Clearing Firm shall have the discretion to determine which property is to be sold and the order in which it is to be sold and shall have all the rights and remedies available to a secured party under the Alabama Uniform Commercial Code. Without Clearing Firm’s prior written consent, I will not cause or allow any of the collateral held in my account, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature other than Clearing Firm’s security interest.

13. LIQUIDATION OF COLLATERAL OR ACCOUNT. Clearing Firm may sell any or all securities and other property held in any of my accounts and cancel any open orders for the purchase or sale of securities and other property without notice in the event of my death or whenever in its sole discretion Clearing Firm considers it necessary for its protection. In such events Clearing Firm also may borrow or buy-in all securities and other property required to make delivery against any sale, including a short sale, effected for me. Such sale or purchase may be public or private and may be made without advertising or notice to me and in such manner as Clearing Firm may in its sole discretion determine. No demands, calls, tenders or notices which Clearing Firm may make or give in any one or more instances shall invalidate the foregoing waiver on my part. At any such sale, Clearing Firm may purchase the property free of any right of redemption and I shall be liable for any deficiency in my accounts.

14. LOANS. From time to time Clearing Firm may, in its discretion, make loans to me for any purpose, including the purpose of purchasing, carrying or trading in securities or other property, or for a purpose other than purchasing, carrying or trading in securities or other property. Any such loans shall be secured by the securities and other property in my account pursuant to the above granted security interest and are intended to be margin loans within the meaning of the United States Bankruptcy Code. The minimum and maximum amount of any particular loan may be established by Clearing Firm in its sole discretion regardless of the amount of collateral delivered to Clearing Firm, and Clearing Firm may change such minimum and maximum amounts from time to time.

15. PAYMENT OF LOANS ON DEMAND. I agree to pay ON DEMAND any balance owing with respect to any of my accounts, including interest and commissions and any costs of collection (including attorneys’ fees, if incurred by you). I understand that Clearing Firm may demand full payment of the balance due in my accounts plus any interest charges accrued there on, at Clearing Firm’s sole option, at any time without cause and whether or not such demand is made for Clearing Firm’s protection. I understand that all loans made are not for any specific term or duration but are due and payable at Clearing Firm’s sole discretion upon a demand for payment made to me. I agree that all payments received for my accounts including interest, dividends, premiums, principal or other payments may be applied by Clearing Firm to any balances due in my accounts.

16. MAINTENANCE OF COLLATERAL. If my account is a margin account, I understand that the securities and other property in my Margin Account may be carried as general loans and may be pledged or hypothecated by Clearing Firm separately or in common with securities or other property The pledge or hypothecation may secure Clearing Firm’s indebtedness equal to or greater than the amount owed to Clearing Firm by me. I agree to deposit additional collateral, as Clearing Firm may in its discretion require from time to time, in the form of cash or securities in accordance with the rules and regulations of the Federal Reserve Board, the NYSE, other national securities exchanges, associations or regulatory agencies under whose jurisdiction Clearing Firm is subject and Clearing Firm’s own minimum house margin maintenance requirements. In the event I no longer maintain a debit balance or indebtedness to Clearing Firm, it is understood that Clearing Firm will fully segregate all securities in my accounts in its safekeeping or control (directly or through a clearing house) and/or deliver them to me upon my request.

17. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent not prohibited by the laws of the State of Alabama, upon all amounts advanced and other balances due in my accounts in accordance with Clearing Firm’s usual custom, which may include the compounding of interest. Clearing Firm’s custom, which may change from time to time, is set forth in its disclosure statement, which by this reference is herein specifically incorporated. By entering into any transactions after I receive Clearing Firm’s disclosure statement, I acknowledge that I have read and agreed to its terms for all past and future transactions in my account. I understand that interest on all debit balances shall be payable ON DEMAND and that in the absence of any demand interest shall be due on the first business day of each interest period. My daily net debit balance will include accrued interest I have not paid from prior interest periods, if any. I understand that to the extent permitted by applicable law Clearing Firm may charge me interest on the unpaid interest previously added to my debit balance; that is, Clearing Firm may charge me compound interest. Payments of interest and principal and all other payments made by me under this agreement shall be made to Clearing Firm’s main office in Birmingham, Alabama. Clearing Firm may, in its sole discretion, not deem any check or other remittance to constitute payment until it has been paid by the drawee and the funds representing such payment have become available to it.

18. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize Clearing Firm at its sole discretion to obtain reports and to provide information to others concerning my credit standing and my business conduct. Clearing Firm may ask credit reporting agencies for consumer reports of my credit history. Upon my request, Clearing Firm will inform me whether its has obtained any such consumer reports and, if it has, will inform me of the name and address of the consumer reporting agency that furnished the reports.

I understand and acknowledge that I have been notified that a negative credit report reflecting on my credit record may be submitted to a credit reporting agency if I fail to fulfill the terms of my credit obligations.


I understand that, under the Fair Credit Reporting Act, I have the right to notify Clearing Firm if I believe it has reported inaccurate information about my account to any consumer reporting agency. Such notices will be in writing and include my name, current address, social security number, telephone number, account number, type of account, specific item or dispute, and the reason why I believe the information reported is in error.

19. JOINT ACCOUNTS: With respect to our joint accounts:

We agree that each of us has the authority (i) to give instructions concerning the account, including but not limited to instructions to buy, sell (including short sales), and otherwise deal in securities, options or other property, on margin or otherwise, and instructions to make deliveries or payment of securities or other property in the account, whether to one or more of us or to third parties; (ii) to communicate to and receive information concerning the account, including but not limited to confirmations, statements and communications of every kind; (iii) to receive money, securities and other property from the account and to dispose of same; (iv) to make, terminate, or modify agreements relating to these matters or waive any of the provisions of such agreements; and (v) generally to deal with Introducing Firm and Clearing Firm as if each of us alone were the account owner, all without notice to the other account owners. We agree that notice to any account owner shall be deemed to be notice to all account owners. Each account owner shall be jointly and severally liable for all obligations arising under this Agreement.

We agree that Introducing Firm and Clearing Firm are authorized to follow the instructions of any account owner in every respect concerning the account, including but not limited to demands for delivery of any securities or other property in the account to, or upon the instructions of, any account owner and demands for payment of any or all monies at anytime or from time to time in the account to, or upon the order of, any account owner, even if such deliveries or payments are to or for the benefit of such account owner personally (including payments to third-parties) and not for the benefit of the joint account owners. We agree that neither Introducing Firm nor Clearing Firm shall be under any duty or obligation to inquire into the purpose or propriety of any such demand for delivery of securities or payment of monies.

At any time either Introducing Firm or Clearing Firm may, in its sole discretion and without liability because of fluctuating market conditions or otherwise, require joint or collective action by more than one account owner with respect to any matter concerning the account, including but not limited to the giving or cancellation of orders and the withdrawal of monies, securities or other property.

Notwithstanding any of the foregoing, each of Introducing Firm and Clearing Firm is authorized, in its sole discretion and without liability because of fluctuating market conditions or otherwise, to do any one or more of the following: (i) select which account owners instructions to follow and which to disregard; (ii) suspend all activity in the account and refuse to buy, sell or trade any securities or other property and refuse to disburse any securities or other property except upon the written instructions of all account owners; (iii) suspend all activity in the account and refuse to buy, sell or trade any securities or other property and refuse to disburse any securities or other property except upon the instructions of a court of competent jurisdiction; (iv) close the account and send any and all securities and other property by ordinary mail to the address of record, and (v) file an interpleader action in any appropriate court, in which event Introducing Firm or Clearing Firm, as the case may be, shall be entitled to recover all costs including reasonable attorneys’ fees in an amount set by the court. (We agree that filing of such an interpleader is an extraordinary event and will not be deemed a violation or waiver of the arbitration provisions of this Agreement).

Each of us agrees, jointly and severally, to hold harmless and indemnify each of Introducing Firm and Clearing Firm from and against any losses, cause of action, damages, and expenses (including attorneys’ fees) arising from or as a result of following the instructions of any account owner or exercising any one or more of the rights granted in the immediately preceding paragraph.

In the event of the death of any account owner, the survivor(s) shall immediately give Introducing Firm and Clearing Firm written notice thereof, and each of them may, before or after receiving such notice, take such actions, require such documents, retain such portion of the account and/or restrict transactions in the account as it may deem advisable to protect against any tax, liability, penalty or loss under any present or future laws or other¬wise. The estate of any deceased account owner and each surviving account owner will continue to be jointly and severally liable to Introducing Firm and Clearing Firm for any net debit balance or loss in the account resulting from the completion of transactions initiated prior to its receipt of a written notice of death of the deceased account owner or incurred in the liquidation of the account or the adjustment of the interest of the account owners and/or any third party interests. Any taxes or other expenses becoming a lien against or being payable out of the account as the result of the death of any account owner or through the exercise by his or her estate or representatives of any rights in the account may be charged against the interest of the estate of the decedent; provided, however, this provision shall not release the surviving account owners from any liability provided for in this agreement.

In the event we have failed to clearly manifestly express our intent otherwise in the Account Application, Introducing Firm and Clearing Firm may presume that it is our express intention to create an estate or account as joint tenants with rights of survivorship and not as tenants-in common or tenants by the entirety.

In the event of the death of an owner of an account held by spouses as tenants by the entirety or as joint tenants with right of survivorship, the death of either of the joint account owners shall vest the interest of the deceased account owner in the surviving account owner, who may continue to exercise full authority over the account, subject to Introducing Firm’s and/or Clearing Firm’s right of set-off against the account for any amounts owed by the decedent or the surviving account owner.

In the event of the death of an owner of an account held as tenants in common, we agree that the percentage of ownership of the account held by each of the account owners as of the close of business on the date of the death of the deceased account owner (of on the next following business day if the date of death is not a business day) will be equal unless a different tenancy percentage is specified by the account owners in the Account Application.

If we have designated our account as a community property account, we agree that Introducing Firm and Clearing Firm may treat all property placed in the account and any

proceeds generated by the property in the account as community property. We understand that this designation is intended only for our convenience and is not intended in any way to change the substantive status of the ownership of the property or the proceeds thereof. We authorize Clearing Firm to receive into the account any securities and/or other property delivered to it by or for either of us without delineation as to the actual ownership of the property.

In any situation where Clearing Firm cannot determine to its sole satisfaction the proper distribution of securities and/or other property from a joint account upon the death of an account owner, Clearing Firm may, in its sole discretion, freeze the account indefinitely pending a resolution deemed satisfactory by Clearing Firm, such as (without limitation) a binding agreement among all interested parties or a final decision of an arbitrator or court having jurisdiction over the matter.

We understand and agree that, notwithstanding the provisions of Section 22 of this Agreement which shall govern the contractual obligations of the parties with respect to my account; the legal ownership of my account shall be governed by and implemented under the internal laws of the state of my residence.

20. NO LEGAL OR TAX ADVICE. I understand and agree that neither Introducing Firm nor Clearing Firm provides any legal or tax advice. I understand and agree that neither Introducing Firm nor Clearing Firm shall be obligated under any circumstances to render any advice or take any action with respect to legal proceedings regarding securities or other property held or formerly held in my account or the issuer thereof.

21. ARBITRATION. THIS AGREEMENT CONTAINS A PRE DISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT THE PARTIES AGREE AS FOLLOWS:

(A) 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 ARBITRATION FORUM IN WHICH A CLAIM IS FILED.

(B) ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.

(C) THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.

(D) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARDS UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.

(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 FORBRINGING 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.

ANY PARTY TO THIS AGREEMENT SHALL HAVE THE RIGHT TO SEEK JUDICIAL REVIEW IN ANY COURT OF COMPETENT JURISDICTION OR ANY COURT BEFORE WHOM AWARDS MAY BE CONFIRMED, CONSISTENT WITH APPLICABLE LAW WHAT WOULD BE AFFORDED IF THE MATTER HAD BEEN DETERMINED IN A JUDICIAL FORUM, OF ANY ARBITRAL AWARD; (i) WITH RESPECT TO ANY GRANT OR DENIAL OF RELIEF IN THE FORM OF PUNITIVE OR EXEMPLARY DAMAGES, OR IN THE FORM OF AN AWARD OF ATTORNEY’S FEES, TO THE EXTENT OF DETERMINING WHETHER SUCH GRANT OR DENIAL WAS IN ACCORD WITH APPLICABLE LAW; AND (ii) WITH RESPECT TO ANY OTHER MATTER, TO THE EXTENT OTHERWISE PERMITTED IN ACCORDANCE WITH APPLICABLE LAW. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE ABILITY OF A CUSTOMER TO FILE A CLAIM OR THE AUTHORITY OF THE ARBITRATORS TO MAKE AN AWARD, INCLUDING AN AWARD OF PUNITIVE DAMAGES OR ATTORNEY’S FEES, IF THEY WOULD BE AVAILABLE UNDER APPLICABLE LAW.

Any controversy: (1) arising out of or relating to any of my accounts maintained individually or jointly with any other party, in any capacity, with you; or (2) relating to my transactions or accounts with any of Introducing Firm’s or Clearing Firm’s predecessor firms by merger, acquisition or other business combination from the inception of such accounts; or (3) with respect to transactions of any kind executed by, through or with Introducing Firm, Clearing Firm or their respective officers, directors, agents and/or employees; or (4) with respect to this agreement or any other agreements entered into with Introducing Firm or Clearing Firm and relating to my accounts, or the breach thereof, shall be resolved by arbitration conducted only at the NYSE, FINRA or any self-regulatory organization (“SRO”) subject to the jurisdiction of the Securities and Exchange Commission and pursuant to the arbitration procedures then in effect of any such exchange or SRO as I may elect. If I do not make such election by registered mail addressed to Introducing Firm’s or Clearing Firm’s main office, as the case may be, within 5 days after demand that I make such election, then Introducing Firm or Clearing Firm, as the case may be, will have the right to elect the arbitration tribunal of its choice. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. No person shall bring a putative or certified class action to arbitration, nor seek to enforce 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 class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce any agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent state herein.


22. USE OF THIRD-PARTY INVESTMENT ADVISERS. If I have provided an investment adviser not affiliated with Introducing Firm or Clearing Firm (a “Third-Party Investment Adviser”) authority to trade securities in my account on a discretionary basis, or if I am relying on the non-discretionary advice of a Third Party Investment Adviser in managing my account, I acknowledge and agree that neither Introducing Firm nor Clearing Firm has any responsibility or liability to me for trading strategies or securities transactions effected or recommended by the Third Party Investment Adviser.

23. SECURITIES CONTRACT. It is the intent of the parties hereto that this contract, each purchase and sale of securities hereunder, and each extension of credit hereunder constitute a “securities contract” within the meaning of the United States Bankruptcy Code.

24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the arbitration provisions contained herein, shall be governed by the laws of the State of Alabama without giving effect to the choice of law or conflict of laws provisions thereof.

25. 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 malfunctions or other conditions beyond your control.

26. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs, executors, successors, administrators, assigns, committee and/or conservators (“successors”). In the event of my death, incompetency or disability, whether or not any successors of my estate and property shall have qualified or been appointed, each of Introducing Firm and Clearing Firm may continue to operate as though I were alive and competent and may liquidate my account as described in Section 11 above without prior notice to or demand upon my successors. This agreement shall inure to the benefit of Introducing Firm, Clearing Firm and their respective assigns and successors, by merger, consolidation or otherwise, and each of them may transfer my accounts to any of their respective successors and assigns in their sole discretion).

27. WAIVER NOT IMPLIED. Failure of Introducing Firm or Clearing Firm to insist at any time upon strict compliance with this agreement or with any of its terms or any continued course of such conduct on their part shall not constitute or be considered a waiver by either of them of any of their respective rights.

28. SEVERABILITY. If any provision of this agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded or modified in order to comply with the relevant law, rule or regulation. All other provisions of this agreement will continue and remain in full force and effect.

29. ASSIGNMENT OF RIGHTS. I understand and agree that Introducing Firm and Clearing Firm may assign their respective rights and duties under this Agreement to any subsidiary, affiliate, or successor by merger or consolidation without notice to me, and to any other entity after thirty days written notice to me.

30. ELECTRONIC COMMUNICATIONS. I understand and acknowledge that any and all electronic mail (“e-mail”) communications from Clearing Firm and/or its affiliates regarding my account will be from an e-mail address ending in “@sterneagee.com” and that e-mails ending any other way are not authorized by Clearing Firm or its affiliates. I have been advised to contact Clearing Firm’s Compliance Department at (205) 380.1707 in the event I receive any unauthorized communication from someone representing themselves as a representative of Clearing Firm.

31. PAYMENT FOR ORDER FLOW. Sterne, Agee & Leach, Inc. (“SALI”) may receive payment for order flow in the form of a rebate that will vary based upon order, execution type and venue. A rebate usually occurs when SALI provides liquidity to the market; if SALI removes liquidity from the market the firm is generally charged a fee. SALI only takes payment for order flow into consideration for orders that at the time of entry are not executable. Any executable orders are sent to market centers meeting acceptable best execution standards and are reviewed for such on a quarterly basis by SALI’s best execution committee.

32. CHANGES TO FINANCIAL CIRCUMSTANCES OR INVESTMENT NEEDS. I hereby acknowledge that I will advise Introducing Firm in writing of any material change in my financial circumstances, investment objectives, risk tolerances or any other matter impacting my investment needs.

33. RECORDING OF COMMUNICATIONS. I (i) acknowledge that Introducing Firm and/or Clearing Firm may electronically monitor, view or record, at any time and from time to time, any and all communications (including without limitation all phone conversations, video chats, emails, electronic communications, written correspondence, instant messages, text messages, blog posts, “tweets,” social media messages and posts, and any other types of communications now known or later developed) I may have with either of them, (ii) consent to such monitoring, viewing and recording and waive any further notice of such monitoring or recording, (iii) agree to notify my officers, employees and authorized agents (if applicable) who communicate with either of them on behalf of me, of such monitoring, viewing or recording, and (iv) agree that any such monitoring or recording may be submitted into evidence in any suit, trial, hearing, arbitration, or other proceeding.

34. NOTICE TO ISSUERS. Under Rule 14b-1(c) promulgated under the Securities Exchange Act of 1934, as amended, brokers are required to disclose to an issuer the name, address, and position of persons who are beneficial owners of that issuer’s securities unless such persons object. Unless I notify Introducing Firm of my objection in writing, Introducing Firm and/or Clearing Firm will make such disclosures to issuers.

35. ADOPTION OF AGREEMENT, MODIFICATIONS AND AMENDMENTS. I understand and agree that my placement of any order with Introducing Firm or Clearing Firm, provision of any direction to either of them, or deposit of securities or other property with Clearing Firm following my receipt of this Agreement shall constitute conclusive proof of my acceptance of this Agreement. This agreement supersedes any prior Customer’s or Client’s Agreement (except those governing transactions in my commodity accounts) made with Introducing Firm or Clearing Firm or any of their respective predecessors or assignors. To the extent this agreement is inconsistent with any other agreement governing my account, other than an agreement with Sterne Agee Investment Advisors, Inc. or Sterne Agee Asset Management, Inc., the provisions of this agreement shall govern. Clearing Firm may modify this agreement at any time, in any respect, effective upon written notice to me. This agreement is not subject to any oral modification.

36. 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 following Privacy Policy for Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., CIC Advisers, LLC, Capital Investment Advisory Services, 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., CIC Advisers, LLC and Capital Investment Advisory Services, LLC are registered investment advisory firms.

PLEASE NOTE: CAPITAL INVESTMENT GROUP, INC., CAPITAL INVESTMENT BROKERAGE, INC., CAPITAL INVESTMENT COUNSEL, INC., CIC ADVISERS, LLC, CAPITAL INVESTMENT ADVISORY SERVICES, LLC AND THEIR AFFILIATES, DO NOT SELL 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 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. (b) We disclose your nonpublic personal information to affiliates and non-affiliated third parties: Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., CIC Advisers, LLC and Capital Investment Advisory Services, LLC disclose to affiliates and non-affiliated third parties, 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-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., CIC Advisers LLC and Capital Investment Advisory Services, 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. (c) Former Clients: We do not disclose any nonpublic 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 person interest: 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, electronic and procedural safeguards to guard your nonpublic personal information; and Capital Investment Group, Inc., Capital Investment Brokerage, Inc., Capital Investment Counsel, Inc., CIC Advisers, LLC and Capital Investment Advisory Services, LLC reserve the right to change this Privacy Policy at any time.

37. 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 unpredictable, 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 business operations 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 allowing our 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 fire in 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 and external 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 and securities 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, if access 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 partner with 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 cannot 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.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: We will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. A corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place of business, local office, employer identification number, certified articles of incorporation, government-issued business license, a partnership agreement, or a trust agreement.


APPLICATION FOR ON-LINE ACCESS AND

ELECTRONIC DELIVERY SERVICES

Would you like to be more environmentally friendly? Sterne Agee offers you the speed and convenience of On-line Access and Electronic Delivery Services. By enrolling, you will receive on-line access to view your account(s) and electronic delivery of account statements, trade confirmations and/or other documents available for electronic delivery (which could include year-end tax information, changes in account terms and conditions, annual privacy notices and other notices, disclosures or communications).

To enroll in our On-line Access and Electronic Delivery Services, please complete the enrollment form below. Your consent to receive electronic delivery will be effective for all account(s) specified by you on an ongoing basis unless you cancel your enrollment or are otherwise notified by us.

Please enroll the following accounts in Sterne Ageeʼs On-line Access and Electronic Delivery Services:

Account Number Account Title E-mail Address

*

*Designates the Primary Account. Other accounts will be linked to the Primary Account and persons accessing the Primary Account will be able to view and exercise control over any on-line privileges, such as trading etc, that have been granted to the other accounts. A notification will be sent to the e-mail address specified for the Primary Account whenever there is activity in any of the accounts. A notification will be sent to the e-mail address specified for each other account only when a document has been delivered that affects that specific account. You may specify more than one e-mail address for each account.

I understand that my participation in Sterne Agee’s On-line Access and Electronic Delivery Services will be governed by Sterne Agee’s Terms and Conditions of Participation in On-Line Access and Electronic Delivery Services. If I have requested online trading services, I hereby designate each owner of the Primary Account as my agent and attorney in fact with the power to buy, sell (including short sales), dispose of and otherwise deal in securities or other property, on margin or otherwise, in my account through Sterne Agee’s online trading services. This power of attorney shall not be affected by my disability, incompetency, or incapacity.

Signature: Date:

Print Name:

Signature: Date:

Print Name:

Signature: Date:

Print Name:

For Internal Use Only

WHO Code__________ EDOC - Rev. 12.19.2011


TERMS AND CONDITIONS OF PARTICIPATION IN

ON-LINE ACCESS AND ELECTRONIC DELIVERY SERVICES

As used herein, the terms “I,” “my,” “me,” “myself,” “you,” “your,” “yourself,” and “Account Holder” refer to each person who enrolls in Sterne Agee’s On-Line Access and Electronic Delivery Services. The terms “we,” “us,” “our,” and “Sterne Agee” refer to Sterne, Agee & Leach, Inc. On-line Access and Electronic Delivery By enrolling in Sterne Agee’s Online Access and Electronic Delivery Services, you request Internet access to view your Sterne Agee brokerage account(s) and consent to electronic delivery of account statements, trade confirmations and such other documents as may be available for electronic delivery (which could include year-end tax information, changes in account terms and conditions, annual privacy notices and other notices, disclosures or communications). Sterne Agee will have no obligation to deliver paper copies of documents delivered to you electronically, unless you specifically request paper copies of such documents. A fee may be charged for each paper copy you request in accordance with Sterne Agee’s then current Schedule of Fees.

Documents delivered to you electronically will be available to you online at www.sterneagee.com. When documents are delivered to you, we will send an electronic notification to the e-mail address specified in your Application for On-Line Access and Electronic Delivery Services (or such other e-mail address as you may from time to time direct in accordance with the terms of this Agreement). You agree that a document made available for you to view electronically is deemed to be delivered to and accepted by you, regardless of whether you actually view the particular document.

You will access your account(s) by using your account number or unique User Identification (assigned by us) and Password (which you will create and may modify from time to time). You will need to protect your User Identification and Password and keep them safe until you notify us that they have been lost, stolen or otherwise compromised. We will assume and you agree that anyone accessing your account by using your Password is authorized by you to access your account.

Hardware and Software Requirements In order to access your account(s) online and view electronically delivered documents, you must have and maintain the following: (i) a valid e-mail address; (ii) access to the Internet through an internet service provider; (iii) one of the following internet browsers: Microsoft Internet Explorer 6.0 or higher, Firefox version 2.0.0.14 or higher, Apple Safari version 3.0.4 or higher; and (iv) Adobe Acrobat Reader (version 5.0 or higher)(available for free at www.adobe.com. Your electronic documents may be viewed electronically via the Internet and printed via a printer connected to the computer from which you access your account(s). You may also save your electronic documents to your local hard drive the way you would any other file from the Internet.

You are responsible for installation, maintenance and operation of your computer, its software, and for maintaining your own connection to the Internet. You assume full responsibility of ensuring these requirements are met should any changes be made to your existing computer system. We are not responsible for any errors or failures of your computer or its software.

It is your responsibility to update your e-mail address to ensure electronic delivery of documents. Should you change your e-mail address for any reason, you will notify us immediately to ensure that the electronic delivery of your documents is not interrupted.

Term & Termination We reserve the right to amend this Agreement at any time by providing you notice of those amendments. We reserve the right to discontinue or modify the online access and electronic delivery services provided under this agreement at our sole discretion. By using these services after you have been notified of any amendment(s) that have been made, you are agreeing to the terms in the revised Agreement. You may revoke your consent to electronic delivery and begin receiving paper documents at any time upon written notice to us.

Notices Any notice you are required to deliver to us and any request you may have (such as revoking your consent to electronic delivery of documents, requesting copies of statements, or changing your e-mail address for delivery of electronic notice) shall be made in writing to us at: Sterne Agee, Attention: New Accounts, 2 Perimeter Park South, Suite 100W, Birmingham, Alabama 35243.

Governing Law You agree that this Agreement is governed by the laws of the State of Alabama, excluding any application of conflicts of laws rules or principles.

For Internal Use Only

WHO Code__________ EDOC - Rev. 12.19.2011


CREDIT TERMS AND POLICIES

The following Disclosure Statement of Credit Terms and Policies is required by the Securities and Exchange Commission and is part of your Client Agreement. Should you have any questions regarding this disclosure statement, please contact your Financial Advisor.

Interest Charge Margin transactions normally involve the extension of credit made by Sterne, Agee & Leach, Inc. (SALI), when you deposit only a portion of the monies or the collateral required in a transaction. Withdrawals of cash from your account, or an increase in the market interest and any other applicable charges will be assessed to your account.

Your account will be charged interest on any extension of credit to you by SALI in connection with the purchase, sale, or carrying of any securities. The interest charge will be based on your adjusted debit balance multiplied by the daily margin interest rate. You will receive a statement of your account, at least quarterly, showing the adjusted daily debit balance, interest charges, and the applicable interest rates.

Interest will be charged to you if we approve prepayment of the proceeds from sales prior to settlement date. Interest may also be charged on debit balances in Cash Accounts due to a late payment.

Daily Margin Interest Rate The “daily margin interest rate” is based on a 360-day year and is calculated by dividing the applicable margin interest rate by 360. The applicable margin interest rate is set at a percentage above SALI’s Base Rate as shown in the following table:

If the amount of your average adjusted daily debit balance is: The interest rate charged is:

Over 100,000 Base Rate + 0.50% 75,000 – 99,999 Base Rate + 1.00% 50,000 – 74,999 Base Rate + 1.25% 25,000 – 49,999 Base Rate + 1.50% Under 25,000 Base Rate + 1.75%

SALI sets the Base Rate at its discretion with consideration of commercially recognized interest rates relating to the extension of credit, as well as general market conditions. The margin interest rate may be changed without notice to you to reflect changes in the Base Rate. If your interest rate is increased for any other reason, SALI will notify you in writing at least 30 days prior to the date of the increase. Please contact your Financial Advisor for the current Base Rate.

The term “adjusted daily debit balance,” means the daily balance less applicable free credits. The daily debit balance is the unpaid amount loaned to you as of the close of the business day. Debits and credits resulting from purchases and sales are posted to your account as of the settlement date. A credit balance in your Cash Account will be applied as a reduction of a debit balance in your Margin and/or Short Account. Should you deposit a check or other item that is later returned unpaid, your account may be adjusted to reflect additional interest or other charges that apply.

Initial Margin/Account Maintenance Requirements The Federal Reserve Board and various self-regulatory organizations require that the maximum amount currently available to you is 50% of the value of marginable securities purchased or held in your account (“initial margin”).

The maximum loan available for debt securities varies with the type of security. Your minimum account equity must be $2,000.00, or other amount as may be required by applicable rules, regulations, or SALI house policies. Initial margin and margin maintenance requirements may change without notice. Equity securities with a market value of less than $5.00 per share are not marginable.

A margin call (notification to deposit additional collateral) may be issued if your account equity drops below the margin maintenance requirement. Normally, additional collateral will be required if your account equity declines below 30% depending upon such factors as SALI, in its sole discretion, may deem material, including but not limited to the type, price, quantities and marketability of securities, or combination thereof, held in your account. If the market value of a security falls below $3.00 per share, the security will not be assigned a value as collateral to secure your margin obligations.

Short Option Positions Uncovered option contracts are subject to both initial margin and margin maintenance requirements. These positions involve higher levels of risk and more stringent requirements may be imposed. Please contact your Financial Advisor for details.

Short Sale Transactions Any credit resulting from a short sale (including a short sale against the box) will not reduce your debit balance on which interest is charged because the securities sold short must be borrowed to make delivery to the purchaser and an amount equal to the proceeds of the short sale must be deposited with the lender. You are liable for all dividends and interest paid on securities borrowed for the purpose of short sales.

The value of securities held short in your account will be “marked to the market” daily. Any resulting increase or decrease in the market value will be included in your adjusted daily debit balance. SALI may at its discretion, for any reason and without notice, immediately cover any short security position by purchasing securities for your account.

Liens and Liquidations All monies or securities held by SALI at any time in any of your accounts (individual, joint or otherwise) for any purpose shall be collateral subject to a general lien and security interest for the discharge of all your obligations to SALI.

SALI may also demand repayment of any loan balance in whole, or in part, at any time and for any reason. Additionally, SALI may require you to deposit additional collateral as security for your obligations.


INTRODUCED ACCOUNTS

MARGIN DISCLOSURE STATEMENT (applicable if you have elected to open a margin account)

Sterne, Agee & Leach, Inc. (SALI) serves as clearing broker to your brokerage firm as introduced by Sterne Agee Clearing, Inc. (SACI). With respect to this relationship, SALI offers a number of services to your brokerage firm as outlined in their clearing agreement and as disclosed to you under the terms of FINRA Rule 4311. Under the clearing agreement, SALI is the lender with respect to margin loans.

This document is being provided to you to provide some basic facts about purchasing securities on margin and to alert you to the risks involved with trading securities in a margin account. Before trading stocks in a margin account, you should carefully review the margin agreement provided upon opening your margin account. Consult your brokerage firm regarding any questions or concerns you may have with your margin account.

When you purchase securities, you may pay for the securities in full or you may borrow part of the purchase price from SALI. If you choose to borrow funds from SALI, you will open a margin account with SALI through your brokerage firm. The securities purchased are SALI’s collateral for the loan to you. If the securities in your account decline in value, so does the value of the collateral supporting your loan, and, as a result, SALI or your brokerage firm can take action, such as issue a margin call and/or sell securities or other assets in any of your accounts held with SALI, in order to maintain the required equity in the account.

It is important that you fully understand the risks involved in using margin, whether trading securities on margin or using your margin account equity for other purposes. These risks include the following:

• You can lose more funds than you deposit in the margin account. A decline in the value of securities purchased/held in your margin account may require you to provide additional funds to SALI to avoid the forced sale of those securities or other securities or assets in your account(s).

• SALI or your brokerage firm can force the sale of securities or other assets in your account(s). If the equity in your account falls below the maintenance margin requirements or higher "house" requirements, SALI or your brokerage firm can sell the securities or other assets in any of your accounts held at SALI to cover the margin deficiency. You also will be responsible for any short fall in the account after such a sale.

• SALI or your brokerage firm can sell your securities or other assets without contacting you. Some investors mistakenly believe that a firm must contact them for a margin call to be valid, and that the firm cannot liquidate securities or other assets in their accounts to meet the call unless the firm has contacted them first. This is not the case. Most firms will attempt to notify their clients of margin calls, but they are not required to do so. However, even if SALI or your brokerage firm has contacted you and provided a specific date by which you can meet a margin call, either firm can still take necessary steps to protect its financial interests, including immediately selling the securities without notice to you.

• You are not entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call. Because the securities are collateral for the margin loan, SALI or your brokerage firm has the right to decide which security to sell in order to protect its interests.

• SALI can increase its "house" maintenance margin requirements at any time and is not required to provide advance written notice. These changes in firm policy often take effect immediately and may result in the issuance of a maintenance margin call. Failure to satisfy the call may cause SALI or your brokerage firm to liquidate or sell securities in your account(s).

• You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to you under certain conditions, you do not have a right to the extension.


Schedule of Account Fees Effective 1‐1‐2010

Description of Fee Correspondents Fee

DTC / Government / DWAC Delivery (per delivery) $50.00

Foreign Security Delivery (per delivery) $100.00

Federal Reserve Wire Transfer $35.00

International Wire Transfer $50.00

Non-Sufficient Funds (per item) $40.00

Online Web Bill Payment $ 6.00 Monthly

Paid Overdraft (per item) $35.00

Regulation T Extension $20.00

Return Deposit (Check) $40.00

Stop Payment $30.00

Visa Debit Card $40.00

Check Writing $20.00

Check Copies $5.00 per item

Pre-Payment $35.00 + Interest

Cash Debits (Charge begins on Settlement date + 2) Standard Margin Rates

Overnight Delivery Package $25.00

Overnight Delivery Package (Saturday Delivery) $35.00

Aged non-transferable securities (Held in account) $25.00

Bond Redemption / Conversions (physical certificates) $100.00

Bulletin Board Security (processing fee) $150.00

Bulletin Board Security (Sterne Agee obtains paperwork & processes) $300.00

DRS Transfer $100.00

DRS Reject $50.00

Employee Stock Option Processing $20.00

Foreign Physical Certificate Receive / Deliver $250.00

Legal Transfer (per transfer) $50.00

Restricted Security Clearance (per clearance) $100.00

Return Deposit (Certificate) $150.00

Semi-Annual Safekeeping (per certificate) $30.00

Accommodation Transfer (Non-DTC Eligible Certificates) $100.00

Transfer & Ship (per trade) $600.00

Rights / Warrants Subscription $75.00

Copies of Aged Monthly Statements / Confirms $10.00

Confirm Fee $6.50

Option Exercise / Assignment Surcharge $25.00

Annual Administrative Fee $65.00

Pledge Account Setup Fee $50.00

Processing ACAT Transfer Out $75.00

IRA FEES

Annual Fees (not prorated) $50.00

Annual Limited Partnership Fee / Private Asset Fee $50.00

Termination Fee $100.00

Termination and Transfer Fee $150.00

Processing / Review (Limited Partnership / Private Asset) $20.00

Profit sharing Plan Fee $65.00

per participant $5.00

UNI-K (personal 401-k) $65.00

TOD FEES

Establishment $50.00

Change of Beneficiary $25.00

Transfer of Beneficiary $200.00

Termination $100.00

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 2 & 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.

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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 Part 2A Appendix 1

(“Wrap Fee Program Brochure”) 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

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.

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.

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.

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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

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,

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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 2 AND SCHEDULES

The Client’s signature below acknowledges the Client has received and read the Form ADV Part 2 and accompanying documents as required by the Securities and Exchange Commission. Upon written request, Counsel will provide the Client with a copy of its most current Form ADV Part 2.

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

v. 0411

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

v. 0411

v. 0411

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}

v. 0411

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

v. 0411

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 ______________________________________

v. 0411

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

v. 0411

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.

v. 0411

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 Policy

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

Capital Investment Counsel, Inc., CIC Advisers, LLC and Capital Investment Advisory Services, LLC

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, Capital Investment Advisory Services, 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., CIC Advisers, LLC and Capital Investment Advisory Services, LLC are registered investment advisory firms.

PLEASE NOTE: CAPITAL INVESTMENT GROUP, INC., CAPITAL INVESTMENT BROKERAGE, INC., CAPITAL INVESTMENT COUNSEL, INC., CIC ADVISERS, LLC AND CAPITAL INVESTMENT ADVISORY SERVICES, 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., CIC Advisers, LLC and Capital Investment Advisory Services, LLC 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., CIC Advisers, LLC and Capital Investment Advisory Services, 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: [email protected]

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., CIC Advisers, LLC and Capital Investment Advisory Services, LLC reserve the right to change this Privacy Policy at any time. Revised 12/2010

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SAG02i

CAPITALINVESTMENTCOUNSEL,INC.

17GlenwoodAvenue

Raleigh,NorthCarolina27603

(919)831‐2370

www.Capital‐Invest.com

April30,2012

This Brochure provides information about the qualifications and businesspracticesofCapitalInvestmentCounsel,Inc. IfyouhaveanyquestionsaboutthecontentsofthisBrochure,pleasecontactusat(919)831‐2370.Theinformationinthis Brochure has not been approved or verified by theUnited States SecuritiesandExchangeCommissionorbyanystatesecuritiesauthority.CapitalInvestmentCounsel,Inc.isaregisteredinvestmentadviser.RegistrationofanInvestmentAdviserdoesnotimplyanylevelofskillortraining.AdditionalinformationaboutCapitalInvestmentCounsel,Inc. isalsoavailableontheSEC’swebsiteatwww.adviserinfo.sec.gov.

http://www.capital-invest.com/�

http://www.adviserinfo.sec.gov/�

http://www.capital-invest.com/index.php�

ii

Item2–MaterialChangesThis Disclosure Brochure Material Changes section, dated April 30, 2012, is an update to theApril29,2011versionpreviouslycirculated,andthematerialchangesareidentifiedbelow.Use of Outside Managers ‐ Counsel may, from time to time, use other investmentadvisoryfirmstosub‐adviseaccounts(Sub‐adviser).PleaseseeItems4and8forfurtherinformation.

Our full Disclosure Brochure may be requested, at no charge, by contacting our ComplianceDepartment at (919) 831‐2370. Our Brochure is also available on ourweb site,www.capital‐invest.com.

iii

Item3–TableofContentsItem2–MaterialChanges....................................................................................................................................................ii

Item3–TableofContents..................................................................................................................................................iii

Item4–AdvisoryBusiness.................................................................................................................................................4

Item5–FeesandCompensation......................................................................................................................................5

Item6–Performance‐BasedFeesandSide‐By‐SideManagement....................................................................7

Item7–TypesofClients......................................................................................................................................................7

Item8–MethodsofAnalysis,InvestmentStrategiesandRiskofLoss............................................................7

Item9–DisciplinaryInformation..................................................................................................................................10

Item10–OtherFinancialIndustryActivitiesandAffiliations...........................................................................10

Item11–CodeofEthics.....................................................................................................................................................12

Item12–BrokeragePractices.........................................................................................................................................13

Item13–ReviewofAccounts..........................................................................................................................................15

Item14–ClientReferralsandOtherCompensation..............................................................................................16

Item15–Custody..................................................................................................................................................................16

Item16–InvestmentDiscretion.....................................................................................................................................17

Item17–VotingClientSecurities..................................................................................................................................17

Item18–FinancialInformation......................................................................................................................................17

BrochureSupplement(s)

4

Item4–AdvisoryBusiness 4.A. Advisory Firm Description CapitalInvestmentCounsel,Inc.(“Counsel”)wasfoundedin1984byRichardK.BryantandE.O.“Bobby”Edgerton, Jr. Counselprovidesprofessional investmentcounselingservicestoindividualinvestors,pensionandprofit‐sharingplans,corporations,trusts,andestates.Mr.BryantandMr.Edgertoncontinuetobetheprincipalownersofthefirm.4.B. TypesofAdvisoryServicesCounselisanassetmanagementfirmdedicatedtoservingthespecificneedsofourclientsthrough individually‐tailored portfolios in the equity and fixed‐income markets on adiscretionary basis. We do notmanagemoney through portfolio “models.” Instead,wefocus on selecting individual positions in publicly‐traded companies of all marketcapitalizations and fixed income securities, while focusing on a disciplined processdesignedtomanageriskfortheinvestor.Counsel has assembled an experienced money management team to support andcomplement the “Counsel Style” of investing ‐ a method which focuses on investing incompanieswe believe are financially strong and are out‐of‐favor and appear to be nearhistorically low valuations. Bobby Edgerton, co‐founder of the firm, established thisinvestment philosophy over thirty years ago. The directive of the owners has been tocreateateamcombininggreatsynergywithcontinuityofstyleandphilosophy.Counselmay, fromtimetotime,useother investmentfirmstosub‐adviseaccounts(Sub‐adviser).Insuchcases,theSub‐adviserwouldprovidediscretionaryinvestmentadviceforthe accounts. The terms and conditions of these arrangements may vary and contactbetween the Sub‐adviser and such clients will typically take place through Counsel.Accountsthataremanagedonasub‐advisorybasisareabletoimposerestrictionsonthemanagementoftheiraccounts.4.C. ClientInvestmentObjectives/RestrictionsByofferingindividualized,separatelymanagedaccounts,weareabletoanalyzeaclient’spertinent information and objectives and develop a plan to manage their assets. Theanalysis and plan is discussedwith the client and serves as the basis of the InvestmentPolicy Statement, or similar guidelines, in governing Counsel’s efforts in managing theassets.Uponclientapprovaloftheguidelines,weadministertheday‐to‐dayinvestmentofthe client’s assets, in accordancewith the guidelines and anyother agreementsbetweenCounselandtheclient.Clientsmayimposeinvestmentrestrictionsonspecificsecuritiesortypesofsecurities.

5

4.D. Wrap‐FeePrograms

CounseloffersaWrapFeeProgram,inwhichaccountsaremanagedforanassetbasedfeethatcovers thecosts forbothmanagementservicesandcommissioncosts. TherearenofundamentaldifferencesinthewayaccountsintheWrapFeeProgramaremanagedversusaccountsthatpayamanagementfeepluscommissions.ClientsareencouragedtodiscusstheiraccountwithanInvestmentAdviserRepresentativetodeterminewhethertheWrapFeeProgrammaybemorecosteffectiveduetoanexpectationthattheywillhaveamoreactively traded account. A portion of the wrap fee is received by Counsel for the assetmanagementfees.4.E. AssetsUnderManagementasof03/31/2012:

Discretionarybasis: $229,504,015;817accountsNon‐discretionarybasis: $0

Item5–FeesandCompensation 5.A.AdviserCompensationWeprovidethreefeestructuresfromwhichaclientmaychoose,forservicesreceivedfromCounsel. These choices are a “Wrap Fee Program” (“Option A”), “Fee + Commission”(“Option B”), and “Directed Brokerage” (“Option C”). The Wrap Fee Program is fullydisclosed in itsentirety in thebrochureentitled“WrapFeeProgram(FormADVPart2A,Appendix 1)”. For Option A, a fee is charged based on a calculation of assets undermanagementwithnocommissionchargesapplied;however,theremaybeamiscellaneouspostageandhandlingfeechargedpertradebytheclearingbroker/dealer. ForOptionB,the client is charged a fee based upon a calculation of assets under management pluscommissionand transactioncharges. OptionC isutilized for clientsdirectingCounsel tousea specificbrokerof their choosing. Commissionsand transactioncostsarebasedontransaction size, executionmethods(s), market forces, and policies of the broker/dealerselectedbytheclient.Thefeestructureforthesechoicesis:

WrapFee+CommissionDirectedMarketValue Charge(A) Charge(B)Brokerage(C)

Upto$500,000 2.00% 1.25% 1.75%

$500,000to$1,500,000 1.75% 1.00% 1.50%

$1,500,001to$3,000,000 1.50% 0.75% 1.25%

Above$3,000,000 Negotiated Negotiated Negotiated

Managementfeesarenegotiable.

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5.B.DirectBillingofAdvisoryFeesInvestmentadvisoryfeesarebilledinadvance,onaquarterlybasis,inaccordancewiththeinvestmentadvisoryagreement. Accountsare subject toaminimumannual feeof$500,whichmaybewaivedatthediscretionofmanagement.Feesaretypicallycalculatedbaseduponthefairmarketvalueoftheclient’sassetsundermanagement,asofthelastbusinessdayofthequartertobebilled.Theresultingamount,dividedbyfour,shallbedueourfirmforthenextquarterlyperiod.Certainaccountsmayhaveothercalculationsand/orbillingcycles.Werequest,withappropriateauthorization,suchfeesbepaidviaourfirminvoicingthe custodianand thecustodiandebiting theclient’s accountsandremitting such fees toourfirm;however,wedopermitpaymentsbycheck.5.C.OtherNon‐AdvisoryFeesClientsmay incur certain charges imposedby custodians,deferred sales charges,odd‐lotdifferentials,transfertaxes,wiretransferandelectronicfundfees,andotherfeesandtaxeson brokerage accounts and securities transactions. A client’s portfolio may includepositions in mutual funds or exchange traded funds, which also charge internalmanagementfees,asdisclosedinthefunds’prospectuses.Item12furtherdescribesthefactorsthatCounselconsidersinselectingorrecommendingbroker‐dealersforclienttransactionsanddeterminingthereasonablenessoftheircompensation(e.g.,commissions).5.D. RequiredAdvancePaymentofFeesIntheeventaclientwishestoterminatetheirrelationshipwithCounsel,theclientshouldprovidea30‐daypriorwrittennotificationoftheirdesiretoterminatethearrangement.Intheeventanadvisorycontract is terminatedprior to theconclusionofabillingperiod,aprorataportionofanypre‐paidfeeswillberefundedtotheclient.5.E. CompensationforSaleofSecuritiesorOtherInvestmentProducts

InvestmentAdviserRepresentativesofCounselarealsoregisteredwithCapitalInvestmentBrokerage and/or Capital Investment Group. In their capacity as a registeredrepresentative,anAdvisermayreceiveacommissionorremunerationintheexecutionoftransactions through theaffiliatedbroker/dealers. Aconflictof interestmayoccur inaninstanceinwhichmutualfundpositionsaremaintainedinaclientaccountthroughoneofCounsel’s affiliated broker/dealers. As a general rule, Counsel does not recommend thepurchaseofmutualfundsforclientaccounts,butmaymaintainmutualfundassetsthataretransferred in toa clientaccount.Counselmayelect to continueholding theseassets foradherencetoclientobjectives,taxpurposes,clientmandateorsomecombinationofthesereasons.Insuchcases,anAdvisermayalsoreceive12b‐1orservicefeesfromthemutualfundcompany,inadditiontoassessingtheadvisoryfeeontheposition(s),asaportionoftheassetsundermanagement.

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Investment Adviser Representatives of Counsel are registered with Capital InvestmentBrokerage and/or Capital Investment Group. In their capacity as a registeredrepresentative,anAdvisermayreceiveacommissionorremunerationintheexecutionoftransactionsthroughtheaffiliatedbroker/dealers.Item6–Performance‐BasedFeesandSide‐By‐SideManagementCounseldoesnotchargeperformance‐basedfees(feesbasedonashareofcapitalgainsonorcapitalappreciationoftheassetsofaclient’saccount).Item7–TypesofClients Counselprovidesportfoliomanagementservicestoindividuals,highnetworthindividuals,pensionandprofit‐sharingplans,corporations,trusts,andestates.Counsel’s minimum account value is $100,000. We reserve the right to waive therequirement.Item8–MethodsofAnalysis,InvestmentStrategiesandRiskofLoss 8.A. MethodsofAnalysisandInvestmentStrategiesWeutilizeour“5Point”InvestmentPhilosophyfeaturingTaxAdvantagedInvestingandMultiplicationofStocksandDividends:

1. byplacingmajoremphasisoncashrich,financiallystrongcompaniesselling

atdeepdiscountshistorically,whenselectingourportfoliopositions. Sincewe are contrarian and patient by nature, our portfolio turnover (buys andsells)isverylow,thuskeepingexpenseslowforourclients;

2. byreinvestingdividendsandinterestduringtheyearinorderto“dollarcost

average”backintothemarkets;

3. byemphasizingtheimportanceofsavingsoradditionalcontributionstotheportfolio.Thisadditionalfundingfurtherhelpswith“dollarcostaveraging”;

4. by striving tominimize tax liability by focusing on long‐term capital gains,thuskeepingyourportfoliotaxefficientand;

5. in cases in which a current portfolio position has increased significantly

beyondthebusiness’intrinsicvalue,wemayelectto“multiply”theposition

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bysellingitandreinvestingtheproceedsintwo,threeorfourpositionsforfurtherdiversification.

Our stock selections are complementedwith bond holdings, as necessary, in accordancewiththeinvestmentobjectivesoftheportfolio.Wemanage four typesofportfolios for investors: growth,growthand income,balanced,and income. In instances inwhichaSub‐adviser isengaged,adifferent typeofportfoliostrategymaybeutilized,dependingontheclient’sindividualobjectivesandneeds.8.B. MaterialRisksofInvestmentStrategiesorMethodsofAnalysis

There can be no guarantee of success of the strategies offered by Counsel. Investmentportfoliosmaybeadverselyaffectedbygeneraleconomicandmarketconditionssuchasinterest rates, availability of credit, inflation rates, changes in laws, and national andinternational political circumstances. These factorsmay affect the level and volatility ofsecurity pricing and the liquidity of an investment. The strategiesusedbyCounselmayinvolvethefollowingrisks:

ManagementRisk– Our judgments about the attractiveness, value and potentialappreciationofaparticularassetclassorindividualsecuritymaybeincorrectandthere is no guarantee that individual securities will perform as anticipated. Thevalueofan individualsecuritycanbemorevolatilethanthemarketasawholeorourintrinsicvalueapproachmayfailtoproducetheintendedresults.Ourestimateofintrinsicvaluemaybewrongorevenifourestimateofintrinsicvalueiscorrect,itmaytakealongperiodoftimebeforethepriceandintrinsicvalueconverge.MarketRisk–Marketriskreferstothepossibilitythatthevalueofequitysecuritiesmaydeclineduetodailyfluctuationsinthesecuritiesmarkets.Stockpriceschangedailyasaresultofmanyfactors,includingdevelopmentsaffectingtheconditionofbothindividualcompaniesandthemarketingeneral.Thepriceofastockmayevenbe affected by factors unrelated to the value or condition of its issuer, such aschanges in interest rates, national and international economic and/or politicalconditionsandgeneralequitymarketconditions.Inadecliningstockmarket,pricesforallcompaniesmaydeclineregardlessoftheirlong‐termprospects.

SmallandMidCapCompanyRisk–Investmentsinsmallandmidcapcompaniesmay be riskier than investments in larger, more established companies. Thesecuritiesofthesecompaniesmaytradelessfrequentlyandinsmallervolumesthansecuritiesof larger companies. In addition, small andmid cap companiesmaybemore vulnerable to economic, market and industry changes. Because smallercompaniesmayhave limitedproduct lines,marketsor financial resources,ormaydepend on a few key employees, they may be more susceptible to particulareconomiceventsorcompetitivefactorsthanlargercapitalizationcompanies.

SectorFocusRisk–Theportfoliosmaybeheavilyinvestedincertainsectors,whichmaycausethevalueofitssharestobeespeciallysensitivetofactorsandeconomic

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risksthatspecificallyaffectthosesectorsandmaycausethevalueoftheportfoliotofluctuate more widely than a more broadly diversified benchmark.

AccuracyofPublicInformation–Counselselectsinvestments,inpart,onthebasisof information and data filed by issuers with various government regulators ormade directly available by the issuers or through sources other than the issuers.Although Counsel evaluates this information and data and ordinarily seeksindependentcorroborationasappropriateandreasonablyavailable,Counselisnotin a position to confirm the completeness, genuineness or accuracy of suchinformationanddata,andinsomecases,completeandaccurateinformationisnotavailable.

UseofOutsideManagers ‐WhenCounseldetermines thatuseofasub‐adviser isappropriateforaClient,CounselwillseektoselectonlyManagerswhichwillinvestClient assets with the highest level of integrity; however, Counsel will have nocontrolovertheday‐to‐dayoperationsofanyoftheselectedManagers.Asaresult,therecanbenoassurance that theconductofeveryManagerengagedbyCounselwill conform to these standards. Additionally, the performance of Client assetsmanagedbyasub‐adviserwillbehighlydependentupontheexpertiseandabilitiesoftheoutsidemanager.

Investinginsecuritiesinvolvesriskoflossthatclientsshouldbepreparedtobear.8.C. SecurityRecommendationRisksRisksrelatedtoEquityInvestmentsRegardlessofanyonecompany’sparticularprospects,adecliningstockmarketmayproduceadeclineinpricesforallequitysecurities,whichcouldalsoresultinlosses.Otherinvestmentstrategyriskfactorscouldinclude:

SmallandMidCapCompanyRisk–Investmentsinsmallandmidcapcompaniesmay be riskier than investments in larger, more established companies. Thesecuritiesofthesecompaniesmaytradelessfrequentlyandinsmallervolumesthansecuritiesof larger companies. Inaddition, small andmidcapcompaniesmaybemore vulnerable to economic, market and industry changes. Because smallercompaniesmayhave limitedproduct lines,marketsor financialresources,ormaydepend on a few key employees, they may be more susceptible to particulareconomiceventsorcompetitivefactorsthanlargercapitalizationcompanies.

Competition – Equity securities selected by Counsel typically have significantmarketcompetitorsandthereisnoguaranteethataportfoliosecuritywillperformbetter than its competitors and could be subject to risks competing with othercompanies with regard to product lines, technology advancements and/ormanagementstylesofthecompetingcompanies.

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ForeignSecuritiesRisk–Intheunlikelycasethatinvestmentsinforeignsecuritiesare transacted, it is important to understand that they may be volatile and candecline significantly in response to foreign issuer political, regulatory, market oreconomic developments. Foreign securities are also subject to interest rate andcurrencyexchangeraterisks.

Risks Related to Fixed Income Investments

CreditRisk– Inpreferredequities, there isa risk that issuersandcounterpartieswillnotmakepaymentsonthesecuritiestheyissue.Inaddition,thecreditqualityofsecuritiesmaybeloweredifanissuer’sfinancialconditionchanges.Lowercreditquality may lead to greater volatility in the price of a security which may affectliquidityandourabilitytosellthesecurity.

Interest rate risk – Interest rate risk is the chance that bond prices overall willdeclineovershortorevenlongperiodsbecauseofrisinginterestrates.Pricesandyieldsonbondsaredependentonavarietyoffactors,suchasthefinancialconditionof the issuer, general conditions of the bondmarket, and the size of a particularoffering,thematurityoftheobligationandtheratingoftheissue.

Investment in these types of securities involves risk and the loss of capital. Thesestrategiesmaynotbesuitableforallinvestors.Pastperformanceisnotindicativeoffutureresults.

Item9–DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegal or disciplinary events that would be material to your evaluation of them or theintegrity of their management. Counsel has no information applicable to this item.Item10–OtherFinancialIndustryActivitiesandAffiliations10.A. RegistrationofLicensedRepresentativesSomeofCounsel’smanagementpersonsareregisteredasaregisteredrepresentativeofabroker‐dealer.Richard K. Bryant, Vice President of Counsel, divides his efforts among his positions asPresidentofCapitalInvestmentGroup,Inc.,PresidentofCapitalInvestmentBrokerage,Inc.,Managing Member of CIC Advisers, LLC, and Managing Member of Capital InvestmentAdvisory Services, LLC. He is also a Registered Representative of Capital InvestmentBrokerageandCapitalInvestmentGroup.

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RonaldL.King,ChiefComplianceOfficerforCounsel,Inc.,alsoservesasChiefComplianceOfficerforCapitalInvestmentGroup,Inc.,CapitalInvestmentBrokerage,Inc.,CICAdvisers,LLC,andCapitalInvestmentAdvisoryServices,LLC.HeisalsoaRegisteredRepresentativeofCapitalInvestmentBrokerageandCapitalInvestmentGroup.ConT.McDonalddivideshiseffortsasanInvestmentAdviserRepresentativeforCounsel,AssistantVicePresident andRegisteredRepresentativeof Capital InvestmentBrokerage,Assistant Vice President of Capital Investment Group, President of Physicians FinancialServices, Inc., aRegistered InvestmentAdviser, andTheWealthGroup,Ltd., aRegisteredInvestmentAdviser.W. Harold “Hal” Eddins, Jr. serves as an Investment Adviser Representative of Counsel,AssistantVicePresident andRegisteredRepresentativeof Capital InvestmentBrokerage,andAssistantVicePresidentofCapitalInvestmentGroup.Kurt A. Dressler is an Investment Adviser Representative of Counsel, Assistant VicePresident and Registered Representative of Capital Investment Brokerage, and AssistantVicePresidentofCapitalInvestmentGroup.C. Bynum Satterwhite divides his efforts as an Investment Adviser Representative ofCounsel, Assistant Vice President and Registered Representative of Capital InvestmentBrokerage,andAssistantVicePresidentofCapitalInvestmentGroup.Richard S. Battle serves as an Investment Adviser Representative of Counsel, RegisteredRepresentativeofCapitalInvestmentBrokerage,andRegisteredRepresentativeofCapitalInvestmentGroup.10.B. NoOtherRegistrationsCounsel’smanagementpersonsarenotregistered,nordoanymanagementpersonshavean application pending to register, as a futures commission merchant, commodity pooloperator,acommoditytradingadviser,oranassociatedpersonoftheforegoingentities.10.C. MaterialRelationshipsorArrangements

Counselisaffiliatedwithtwobrokeragefirms(CapitalInvestmentGroup,Inc.andCapitalInvestment Brokerage, Inc.), and two investment advisory firms (CIC Advisers, LLC andCapitalAdvisers, Inc.). All entities share commonownership and are consideredpart ofCapital Investment Companies. Other than common ownership, we do not have anybusinessrelationships,thirdpartymanagementagreements,etc.withCICAdvisers,LLC,orCapital Advisers, Inc. E. O. Edgerton, Jr. and Richard K. Bryant are both officers andmajority stockholders of the brokerage firms. All shareholders, including employees ofCounsel, of Capital Investment Group and Capital Investment Brokerage may receivedividendsfromthecompaniesperiodically.

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Arrangementsareavailableforclientsandprospectiveclientstouseeitherofouraffiliatedcompanies, Capital InvestmentGroup, Inc. andCapital InvestmentBrokerage, Inc., as thebroker/dealer to handle their transactions. In this capacity, the Advisers may receivecompensation in the form of brokerage commissions for managed and non‐managedaccounts. Theaffiliatedbrokerage couldposeapotential conflictof interest. Inorder tomitigate this conflict, brokerage practices are reviewed regularly with regard to bestexecutionandconsiderationisgiventothepossibilityofusingorrecommendingbrokersotherthantheaffiliates. Withregardtomitigatingconflictsrelatedtosecurityselectionsfor client accounts, recommendations for the purchase and sale of securities are madepublictothebroker/dealersaftertheinitialpurchaseorsaletoclients,and,whenpossible,and in thebest interest of clients, orders arebunched for single executionand allocatedimmediatelyafterexecution.10.D. RecommendationofOtherInvestmentAdvisers

WhileCounselmayrecommend,ordirectclientassetstobeinvestedthrough,otheradvisers,noadditionalcompensationisreceivedbyCounseloritsInvestmentAdviserRepresentativesotherthanmanagementfees,asdisclosedintheadvisoryagreementorotherdisclosuredocuments.

Item11–CodeofEthics11.A.CodeofEthicsDocumentCounselhasadoptedaCodeofEthicspursuanttoAdvisersActRule204A‐1.AbasictenetofCounsel’sCodeofEthicsisthattheinterestsofclientsarealwaysplacedfirst.TheCodeofEthicsincludesstandardsofbusinessconductrequiringcoveredpersonstocomplywiththe federal securities laws and the fiduciary duties an investment adviser owes to itsclients.YoumayobtainacopyofourCodeofEthicsbycontactingthefirm’sat(919)831‐2370.11.B.RecommendationsofSecuritiesandMaterialFinancialInterestsAsamatterofpolicy,Counseldoesnotengageinprincipaltransactionsoragencycrosstransactions. Any exceptions to this policymust be approved in advanceby theChiefComplianceOfficerorhisorherdesignee. Counsel, includinganyof itsaffiliates,doesnotserveasageneralpartnertoapartnershipwhichsolicitsclientinvestments,nordoesCounsel,oranyaffiliatesserveasinvestmentadvisertoaninvestmentcompanywhichisrecommendedtoCounsel’sclients.11.C. PersonalTrading Counsel has adopted a Code of Ethics to ensure that personal investing activities byCounsel’semployeesareconsistentwithCounsel’sfiduciarydutytoitsclients.TheCodeof

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Ethics includes standardsofbusiness conduct requiring coveredpersons to complywiththe federal securities laws and the fiduciary duties an investment adviser owes to itsclients.TheCodeofEthicsprovidesfor,amongotherthings:

1. thereviewandreportingofpersonalsecuritiestransactionsbyaccesspersons;2. promptreportingofanyviolationoftheCode;3. recordkeepingandsupervisoryaspectspertainingtotheCode;4. confidentialityofclientinformation,and;5. generalstandardsofethicalbusiness.

11.D. TimingofPersonalTrading Counselmayrecommendsecurities inwhichits InvestmentAdviserRepresentativesmayhavepositions.Thisisnotdonetoinfluencestockorbondprices,buttodemonstratethatAdvisers do not buy stocks and bonds for clients they would not willingly buy forthemselves. Thepersonaltradingactivityofallemployeesisreviewedbythecompliancedepartment. Counsel employees may buy or sell securities at or around the same time as the samesecurities are bought our sold in client accounts. In order to mitigate any conflicts ofinterest, trades for the accounts of Advisers may be included in aggregated or “bunch”trades, with client accounts, and allocated among all accounts. The personal tradingactivity of all employees is reviewedby the compliance department to identify potentialimproprieties.TheCodeofEthicsrequiresInvestmentAdvisorRepresentativestoplacetheinterestsof clientsaheadofpersonal interestsandareexpected toact accordinglywhenplacingpersonaltrades.Item12–BrokeragePractices12.A. SelectionofBroker/DealersTypically, Counsel will recommend that a client maintain assets at one of our affiliatedbroker/dealers,Capital InvestmentGroup, Inc.orCapital InvestmentBrokerage, Inc.,duetotheefficiencyoftradingandaccountinformationsystems.Aclientcanrequesttohaveassetsmaintainedatthebroker/dealeroftheirchoice.Generally,Counselisretainedwithrespecttoitsindividualaccountsonadiscretionarybasisandisauthorizedtomakethefollowingdeterminationsinaccordancewiththeclient’sspecifiedinvestmentobjectiveswithoutclientconsultationorconsentbeforeatransactioniseffected:

1. whichsecuritiestobuyorsell;2. thetotalamountofsecuritiestobuyorsell;3. thebrokerordealerthroughwhomsecuritiesareboughtorsold;4. the commission rates at which securities transactions for client accounts are

affected,and;

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5. the prices at which securities are to be bought or sold, which may includetransactioncosts.

Counsel’sobjectiveinbroker/dealerselectionforportfoliotransactionsistoseektoobtainthe best combination of price and execution with respect to its accounts’ portfoliotransactions.Thebestnetprice,givingeffecttobrokeragecommissions,spreadsandothercosts, isnormallyan important factor in thisdecision,butanumberofother judgmentalfactorsareconsideredastheyaredeemedrelevant.AlthoughCounselgenerallyseekscompetitivecommissionrates,itwillnotnecessarilypaythe lowest commission or commission equivalent. Counsel believes that paying fair andreasonable commissions to broker‐dealers in return for quality execution services andusefulresearchbenefitsclients.Moreover,transactionsthatinvolvespecializedservicesonthe part of the broker‐dealer will usually result in higher commissions or othercompensation to the broker‐dealer than would be the case with transactions requiringmoreroutineservices.Thereasonablenessofcommissionsisbasedonthebroker’sabilitytoprovideprofessionalservices, competitive commission rates, and other assistance to Counsel in providinginvestmentmanagement toclients. Recognizing thevaluesof these factors,Counselmaypay a brokerage commission in excess of what another broker, who offers no researchservicesandminimalsecuritiestransactionassistance,mighthavechargedforeffectingthesame transaction. Counsel regularly evaluates the placement of brokerage and thereasonableness of commissions paid. In this connection, Counsel makes a good faithdeterminationthattheamountofcommissionisreasonableinrelationtothevalueofthebrokerageservicesreceived,viewedintermsofeitherthespecifictransactionorCounsel’soverallresponsibilitytoitsclients.However,theextenttowhichcommissionratesornetprices charged by brokers reflects the value of these services often cannot be readilydetermined. AlthoughCounsel generally seeks competitive commission rates, itwill notnecessarilypaythelowestcommissionorcommissionequivalent.However, theextent towhichcommissionratesornetpriceschargedbybrokersreflectsthevalueoftheseservicesoftencannotbereadilydetermined.

1. ResearchandOther SoftDollarBenefits – Counsel does not participate in softdollarpracticesandthedecisiontorecommendoneofouraffiliatedbroker/dealersis not based on any research received from them for directing executions ormaintainingassetsatthebroker/dealer.

2. Brokerage for Client Referrals – Counsel does not direct trade execution tobroker/dealersinexchangeforclientreferralsreceivedfromthem.

3. DirectedBrokerage–Counselwillacceptdirectionfromclientsastowhichbroker

dealer will be used. Clients, who, in whole or in part, direct Counsel to use aparticularbroker‐dealertoexecutetransactionsfortheiraccountsshouldbeaware

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that,insodoing,theymayadverselyaffectCounsel'sabilitytoincludeclienttradesinblockedorders.

12.B. AggregationofOrders

Blockorders are sometimesused for efficiency in order entry and execution. In a blocktransaction,allaccountspaythesamepershareprice,inadditiontotransactioncosts.Thecommission rates charged by the executing broker/dealer may be higher than thoseobtainedinthemarketplaceonliketransactions.Counselseekstoaggregatetradeordersinamannerthatisconsistentwithitsdutyto:(1)seekbest executionof clientorders, (2)treat all clients fairly, and (3)not systematicallyadvantageordisadvantageanysingleclient.CounselmayincludeproprietaryaccountsinsuchaggregatetradessubjecttoitsdutyofseekingbestexecutionandtoitsCodeofEthics.Counseltradingpersonnelareresponsibleforreviewingallaccountsforwhichtheyordertradestodeterminethatthetransactionswereenteredcorrectly.Whenatradingerrorisdiscovered, Counsel follows established procedures to correct the error. Counsel willensurethattheappropriatecorrectiveaction(includinganyappropriatereimbursement)is taken promptly after discovery of the error and will document the error and itscorrectionforinclusioninCounsel’sbooksandrecordsasrequiredbyapplicablelaw.Item13–ReviewofAccounts13.A.FrequencyandNatureofReviewAccount reviews are handled by E. O. Edgerton, Jr. (President), Richard K. Bryant (VicePresident), Con T. McDonald (Investment Adviser Representative), Richard S. Battle(Investment Adviser Representative), W. Harold Eddins (Investment AdviserRepresentative), C.BynumSatterwhite (InvestmentAdviserRepresentative), andKurtA.Dressler (Investment Adviser Representative). The above have no specific maximumnumberofaccountsassignedtothem.Ataminimum,InvestmentAdviserRepresentativesareinstructedtoreviewportfoliosquarterly,inaccordancewithamethodologyselectedbyCounsel to ensure no clients are disadvantaged. Such reviews should considerwhetherportfoliosareconsistentwithclientobjectives,investmentguidelines,andothercriteria.

13.B.FactorsThatMayTriggerAnAccountReviewOutsideofRegularReviewTheInvestmentAdviserRepresentativewillreviewaccounts,morefrequentlythanquarterly,basedontriggeringevents,suchaschangesinclientobjectives,financialconditions,assetsundermanagement,orinaclient'slife.

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13.C.ContentandFrequencyofClientReportsAtaminimum,writtenstatementsarefurnishedquarterlytoclientsbythebrokeragefirm,whoalsomaybeactingasthecustodian.Thisstatementsuppliedbythebroker/custodiantoclientincludesaccountholdings,transactions,includingfeespaidandindividualaccountperformance data. In addition, a small number of clients receive an internally-prepared, written quarterly performance and position report. Item14–ClientReferralsandOtherCompensation14.A. CompensationfromNon‐ClientsCounseldoesnotcurrentlyreceiveorcompensateforreferralsfromnon‐clients.14.B. ReferralArrangementsCounsel may enter into agreements with solicitor agents who may be registeredrepresentatives, financial planners, or possess other qualifications for serving in thecapacity of a solicitor agent for a fee. Frequently, such solicitor agents are registeredrepresentatives with our affiliated broker/dealers, Capital Investment Group or CapitalInvestment Brokerage. Solicitor agents receive referral fees on a quarterly basis forintroducingaclienttoCounsel.SuchfeespaidtosolicitoragentsarepartoftheCounsel’sfee schedule and do not increase any fees or costs to the client. Counsel maintains acontractwitheachsolicitordefiningtheroles,responsibilities,compensation,andtermsofthesolicitationarrangement.Item15–CustodyCounseldoesnotmaintaincustodyofclientassetsorsecurities.Counsel’sclientsmaintaintheirassetsandsecuritiesatqualifiedcustodians,includingaffiliatesofCounsel.AccountStatementsClientsshouldreceiveatleastquarterlystatementsfromthebrokerdealer,bankorotherqualifiedcustodianthatholdsandmaintainsclient’sinvestmentassets.Counseltakesstepstoensure that theclient’squalifiedcustodiansendsperiodicaccount statements, at leastquarterly directly to such clients. These statements from the custodian show alltransactionsintheclient’saccount,includingfeespaidtoCounsel.Atleastquarterly,CounselurgesclientstocarefullyreviewandcompareofficialcustodialstatementsandrecordstotheaccountstatementsthatCounselmayprovidetoitsclients.Information inCounsel statementsmayvary slightly fromcustodial statementsbasedon

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accounting procedures, reporting dates, interest accruals or valuation methodologies ofcertainsecurities.Item16–InvestmentDiscretionGenerally,Counselisretainedwithrespecttoitsclientaccountonadiscretionarybasisandisauthorizedtomakethefollowingdeterminationsinaccordancewiththeclient’sspecificobjectiveswithoutclientconsultationorconsentpriortoeffectingatransaction:

1. securitiestobeboughtandsold;2. quantityofsuchsecuritiestobeboughtandsold;3. broker‐dealerthroughwhomsecuritiesareboughtandsold,and;4. commissionratestobepaid.

Clients may choose to limit this discretion by notifying Counsel in writing of anyrestrictionsorlimitationstheywishtoimposeonanaccount.Counselassumesinvestmentauthorityontheclientaccountwhentheinvestmentmanagementagreementissigned.Item17–VotingClientSecuritiesCounsel does not assume responsibility for proxy voting. Clients agree to assume thisresponsibility when signing an investment advisory agreement and will receive proxymaterialsdirectly fromthecustodianholding theiraccount. YoumaycontactCounselat(919)831‐2370ifyouhavequestionsaboutaparticularproxysolicitation.Item18–FinancialInformation18.A.AdvancePaymentofFeesCounseldoesnotrequireorsolicitprepaymentofmorethan$1,200infeesperclient,sixmonthsormoreinadvance.18.B.FinancialConditionRegistered investment advisers are required, in this item, to provide you with certainfinancial informationordisclosures about their financial condition. As such,pleasenotethatCounselhasnofinancialcommitmentsthatimpairitsabilitytomeetcontractualandfiduciarycommitmentstoclients.18.C.NoBankruptcyProceedingsCounselhasnotbeenthesubjectofabankruptcyproceeding.

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FormADV2B–BrochureSupplement

19

Item1‐CoverPage

E.O.EDGERTON,JR.

CapitalInvestmentCounsel,Inc.17GlenwoodAvenue


(919)831‐2370

April30,2012

This Brochure Supplement provides information about E. O. Edgerton, Jr.,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

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Item2‐EducationalBackgroundandBusinessExperienceE.O.Edgerton,Jr.,PresidentYearofBirth:1941Education:

WakeForestUniversity,B.A.Business,1960‐1964

BusinessBackground:

CapitalInvestmentCounsel,Inc. Raleigh,NC

President08/1984–Present

CapitalInvestmentGroup,Inc. Raleigh,NC

VicePresident01/1984–Present

CapitalInvestmentBrokerage,Inc. Raleigh,NC


Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Edgerton.

Item4‐OtherBusinessActivitiesMr. Edgerton’s efforts are divided among his positions as President of Counsel, VicePresident of Capital Investment Group, Inc., a FINRA‐registered broker/dealer, and VicePresidentofCapitalInvestmentBrokerage,Inc.,aFINRA‐registeredbroker/dealer.

Item5‐AdditionalCompensationNoreportableadditionalcompensation.

Item6‐SupervisionMr.EdgertonisaprincipalofCapitalInvestmentCounsel,Inc.Hecanbereachedat(919)831‐2370.


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Item1‐CoverPage

RICHARDK.BRYANT



(919)831‐2370

April30,2012

This Brochure Supplement provides information about Richard K. Bryant,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

22

Item2‐EducationalBackgroundandBusinessExperienceRichardK.Bryant,VicePresidentYearofBirth:1959Education:

NorthCarolinaStateUniversity,B.A.BusinessManagement,1977–1981

BusinessBackground:







CapitalAdvisers,Inc. Raleigh,NC


CICAdvisers,LLC Raleigh,NC

ManagingDirector01/2004–Present

CapitalInvestmentAdvisoryServices,LLC Raleigh,NC

ManagingDirector01/2004–Present

NottinghamInvestmentTrustII RockyMount,NC

Trustee11/1990–Present


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Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Bryant.

Item4‐OtherBusinessActivitiesMr. Bryant, in addition to his position as Vice President of Counsel, divides his effortsamong his positions as President of Capital Investment Group, Inc., President of CapitalInvestmentBrokerage,Inc.,ManagingMemberofCICAdvisers,LLC,andManagingMemberofCapitalInvestmentAdvisoryServices,LLC.


Item6–SupervisionMr.BryantisaprincipalofCapitalInvestmentCounsel,Inc.Hecanbereachedat(919)831‐2370.

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Item1‐CoverPage

CONT.MCDONALD



(919)831‐2370

April30,2012

This Brochure Supplement provides information about Con T. McDonald,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

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Item2‐EducationalBackgroundandBusinessExperienceConT.McDonald,InvestmentAdviserRepresentativeYearofBirth:1955Education:

UniversityofNorthCarolinaatChapelHill,B.S.withaMajorinAccounting,1974–1978

Mr. McDonald has been awarded the use of the Certified FinancialPlanner (CFP®) designation by the Certified Financial PlannerBoard ofStandards,Inc. ™

TheCFPDesignationrequirements:

1) Education ‐ Complete an advanced college‐level course of studyaddressing the financial planning subject areas that CFP Board’sstudies have determined as necessary for the competent andprofessional delivery of financial planning services, and attain aBachelor’s Degree from a regionally accredited United Statescollegeoruniversity(oritsequivalentfromaforeignuniversity).

2) Examination – Pass the comprehensive CFP® CertificationExamination;

3) Experience – Complete at least three years of full‐time financialplanning‐relatedexperience(ortheequivalent,measuredas2,000hoursperyear);

4) Ethics – Agree to be bound by CFP Board’s Standards ofProfessionalConduct.

BusinessBackground:


InvestmentAdvisorRepresentative07/1987–Present


AssistantVicePresident/Representative07/1987–Present


AssistantVicePresident/RegisteredRepresentative01/1997–Present


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PhysiciansFinancialServices,Inc. Raleigh,NC

PresidentandChiefFinancialOfficer07/1987–Present

TheWealthGroup,Ltd Raleigh,NC

PresidentandChiefFinancialOfficer09/2010–Present

Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.McDonald.

Item4‐OtherBusinessActivitiesInadditiontohisroleasanInvestmentAdvisorRepresentativewithCounsel,Mr. McDonald is a registered representative and securities principal with CapitalInvestment Brokerage and Capital Investment Group, Inc. His status as a registeredrepresentativewithCapitalInvestmentBrokerageallowshimtoestablishclientbrokerageaccountsandactastheInvestmentAdvisorRepresentativeforCounselonthoseaccounts.Hemayreceivecommissionsorfees,including12b‐1orservicefeesfrommutualfunds,inhis role as a registered representative. Both Capital Investment Brokerage and CapitalInvestment Group are under common ownership and control with Counsel.

Mr. McDonald is the President of Physicians Financial Services, Inc., a RegisteredInvestmentAdviserthatservestheuniquefinancialneedsofthephysicianandaccountantcommunity.HealsoactsasPresidentandChiefFinancialOfficerofTheWealthGroup,Ltd.,aRegisteredInvestmentAdvisorwithafocusonmanagingassetsforindividualinvestors,retirementplans,trusts,estates,IRAsandtoalsoconducttaxplanningforclients.

TherecommendationofaRegisteredInvestmentAdviserfirm,byMr.McDonaldtoaclient,isreliantontheirspecificfinancialneedsandobjectives.


Item6‐SupervisionMr. McDonald works closely with Mr. Edgerton and Mr. Bryant in the portfoliomanagementprocess.Theycanbereachedat(919)831‐2370.

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Item1‐CoverPage

W.HAROLDEDDINS,JR.



(919)831‐2370

April30,2012

ThisBrochureSupplementprovidesinformationaboutW.HaroldEddins,Jr.,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

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Item2‐EducationalBackgroundandBusinessExperienceW.HaroldEddins,Jr.,InvestmentAdviserRepresentativeYearofBirth:1964Education:

BrevardCollege,1983–1985UniversityofNorthCarolinaatChapelHill,B.S.,1985‐1987

BusinessBackground:


InvestmentAdviserRepresentative09/1987–Present


AssistantVicePresident/Representative09/1987–Present



Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Eddins.

Item4‐OtherBusinessActivitiesInadditiontohisroleasanInvestmentAdviserRepresentativewithCounsel,Mr.EddinsisAssistant Vice President, registered representative and securities principal with CapitalInvestment Brokerage and Capital Investment Group, Inc. His status as a registeredrepresentative with Capital Investment Brokerage allows him to establish brokerageaccountsandactastheInvestmentAdviserRepresentativeforCounselonthoseaccounts.Both Capital Investment Brokerage and Capital Investment Group are under commonownershipandcontrolwithCounsel.


Item6‐SupervisionMr.EddinsworkscloselywithMr.EdgertonandMr.Bryantintheportfoliomanagementprocess.Theycanbereachedat(919)831‐2370.


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Item1‐CoverPage

KURTA.DRESSLER



(919)831‐2370

April30,2012

This Brochure Supplement provides information about Kurt A. Dressler,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

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Item2‐EducationalBackgroundandBusinessExperienceKurtA.Dressler,InvestmentAdviserRepresentativeYearofBirth:1969Education:

EasternIllinoisUniversity,B.S.BusinessFinance,1987‐1991

BusinessBackground:




AssistantVicePresident06/1996–04/1997



Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Dressler.

Item4‐OtherBusinessActivitiesInadditiontohisroleasanInvestmentAdviserRepresentativewithCounsel,Mr.DresslerisAssistantVicePresident,registeredrepresentativeandsecuritiesprincipalwithCapitalInvestment Brokerage and Capital Investment Group, Inc. His status as a registeredrepresentative with Capital Investment Brokerage allows him to establish brokerageaccountsandactastheInvestmentAdviserRepresentativeforCounselonthoseaccounts.Both Capital Investment Brokerage and Capital Investment Group are under commonownershipandcontrolwithCounsel.


Item6‐SupervisionMr.DresslerworkscloselywithMr.EdgertonandMr.Bryantintheportfoliomanagementprocess.Theycanbereachedat(919)831‐2370.


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Item1‐CoverPage

C.BYNUMSATTERWHITE


Raleigh,NorthCarolina27603(919)831‐2370

April30,2012

ThisBrochureSupplementprovidesinformationaboutC.BynumSatterwhite,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

32

Item2‐EducationalBackgroundandBusinessExperienceC.BynumSatterwhite,InvestmentAdviserRepresentativeYearofBirth:1957Education:

UniversityofNorthCarolinaatChapelHill,B.S.,1975–1979

BusinessBackground:




AssistantVicePresident/Representative06/1996–04/1997



Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Satterwhite.

Item4‐OtherBusinessActivitiesIn addition to his role as an Investment Adviser Representative with Counsel,Mr. Satterwhite is Assistant Vice President, registered representative and securitiesprincipalwithCapitalInvestmentBrokerage.HisstatusasaregisteredrepresentativewithCapital InvestmentBrokerage allowshim to establish brokerage accounts and act as theInvestment Adviser Representative for Counsel on those accounts. Capital InvestmentBrokerageisundercommonownershipandcontrolwithCounsel.


Item6‐SupervisionMr.SatterwhiteworkscloselywithMr.EdgertonandMr.Bryantintheportfoliomanagementprocess.Theycanbereachedat(919)831‐2370.


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Item1‐CoverPage

RICHARDS.BATTLE



(919)831‐2370

April30,2012

This Brochure Supplement provides information about Richard S. Battle,whichisanaddendumtotheCapitalInvestmentCounsel,Inc.Brochure. YoushouldhavereceivedacopyofthatBrochure.PleasecontactourComplianceDepartmentifyoudidnotreceiveCapitalInvestmentCounsel,Inc.’sBrochureorifyouhaveanyquestionsaboutthecontentsofthissupplement.

34

Item2‐EducationalBackgroundandBusinessExperienceRichardS.Battle,InvestmentAdviserRepresentativeYearofBirth:1959Education:

UniversityofNorthCarolinaatChapelHill,B.S.,1977–1981

BusinessBackground:




Representative04/1993–04/199711/2010‐Present


Representative04/1997–Present

Item3‐DisciplinaryInformationRegistered investment advisers are required to disclose all material facts regarding anylegalordisciplinaryevents thatwouldbematerial toyourevaluationofeachsupervisedpersonprovidinginvestmentadvice.NoinformationisapplicabletoMr.Battle.

Item4‐OtherBusinessActivitiesInadditiontohisroleasanInvestmentAdviserRepresentativewithCounsel,Mr.BattleisaregisteredrepresentativeandsecuritiesprincipalwithCapital InvestmentBrokerageandCapital Investment Group, Inc. His status as a registered representative with CapitalInvestment Brokerage allows him to establish brokerage accounts and act as theInvestmentAdviserRepresentativeforCounselonthoseaccounts.BothCapitalInvestmentBrokerageandCapital InvestmentGroupareundercommonownershipandcontrolwithCounsel.


Item6‐SupervisionMr.BattleworkscloselywithMr.EdgertonandMr.Bryantintheportfoliomanagementprocess.Theycanbereachedat(919)831‐2370.


35

Item 2- Educational Background and Business Experience Richard S. Battle, Investment Adviser Representative Year of Birth: 1959 Education:

University of North Carolina at Chapel Hill, B.S., 1977–1981

Business Background:

Capital Investment Counsel, Inc. Raleigh, NC

Investment Adviser Representative 04/1993 – Present

Capital Investment Group, Inc. Raleigh, NC

Representative 04/1993 – 04/1997 11/2010 - Present

Capital Investment Brokerage, Inc. Raleigh, NC

Representative 04/1997 – Present

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of each supervised person providing investment advice. No information is applicable to Mr. Battle.

Item 3- Disciplinary Information

In addition to his role as an Investment Adviser Representative with Counsel, Mr. Battle is a registered representative and securities principal with Capital Investment Brokerage and Capital Investment Group, Inc. His status as a registered representative with Capital Investment Brokerage allows him to establish brokerage accounts and act as the Investment Adviser Representative for Counsel on those accounts. Both Capital Investment Brokerage and Capital Investment Group are under common ownership and control with Counsel.

Item 4- Other Business Activities

No reportable additional compensation. Item 5- Additional Compensation

Mr. Battle works closely with Mr. Edgerton and Mr. Bryant in the portfolio management process. They can be reached at (919) 831-2370.

Item 6 - Supervision

CAPITAL INVESTMENT COUNSEL, INC.

17 Glenwood Avenue

Raleigh, North Carolina 27603 (919) 831-2370

www.Capital-Invest.com

April 29, 2011

(FORM ADV PART 2A, APPENDIX 1) Wrap Fee Program Brochure

This wrap fee program brochure provides information about the qualifications and business practices of Capital Investment Counsel, Inc. If you have any questions about the contents of this brochure, please contact us at (919) 831-2370. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Capital Investment Counsel, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov.

http://www.capital-invest.com/�


ii

Item 2 – Material Changes On July 28, 2010, the United State Securities and Exchange Commission published “Amendments to Form ADV” which amends the disclosure document that we provide to clients as required by SEC Rules. This Wrap Fee Program Brochure, dated April 29, 2011, is an updated document from its previous version dated April, 2009, prepared according to the SEC’s new requirements and rules. In the future, this Item will discuss only specific material changes that are made to the Brochure and provide clients with a summary of such changes. We will also reference the date of our last annual update of our brochure.

We will further provide you with a new Brochure, as needed, based on changes or new information, at any time, without charge.

Currently, our Brochure may be requested by contacting our Compliance Department at (919) 831-2370. Our Brochure is also available on our web site www.Capital-Invest.com, at no charge.

Additional information about Capital Investment Counsel, Inc. is available on the SEC’s web site, www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Capital Investment Counsel, Inc. who are registered, or are required to be registered, as an Investment Advisor Representatives of Capital Investment Counsel, Inc.

iii

Item 3 – Table of Contents

Item 1 – Cover Page ............................................................................................................................................... i

Item 2 – Material Changes ................................................................................................................................. ii

Item 3 – Table of Contents ................................................................................................................................. iii

Item 4 – Services, Fees and Compensation ................................................................................................. 4

Item 5 – Account Requirements and Types of Clients ............................................................................. 5

Item 6 – Portfolio Manager Selection and Evaluation ............................................................................ 6

Item 7 – Client Information Provided to Portfolio Managers .............................................................. 6

Item 8 – Client Contact with Portfolio Managers ...................................................................................... 7

Item 9 – Additional Information ..................................................................................................................... 7

Item 4 – Services, Fees and Compensation 4.A. Types of Advisory Services Capital Investment Counsel, Inc. (“Counsel”) was founded in 1984 by Richard K. Bryant and E. O. “Bobby” Edgerton, Jr. Counsel provides professional investment counseling services on a discretionary basis to individual investors, pension and profit-sharing plans, corporations, trusts, and estates. Mr. Bryant and Mr. Edgerton continue to be the principal owners of the firm. Counsel sponsors the Capital Investment Counsel Wrap Fee Program (the “Program”). Counsel is an asset management firm dedicated to serving the specific needs of our clients through individually-tailored portfolios in the equity and fixed-income markets. We do not manage money through portfolio “models.” Instead, we acquire individual positions in publicly-traded companies of all market capitalizations and fixed income securities, while focusing on a disciplined process designed to manage risk for the investor. Counsel has assembled an experienced money management team to support and complement the “Counsel Style” of investing - a method which focuses on investing in companies we believe are financially strong and are out-of-favor and appear to be near historically low valuations. Bobby Edgerton, co-founder of the firm, established this investment philosophy over thirty years ago. The directive of the owners has been to create a team combining great synergy with continuity of style and philosophy. Management Fees The Capital Investment Counsel Wrap Program is a wrap fee program whereby the client pays a single fee that covers investment advisory services and brokerage expenses for account trades. For the Program, a fee is charged based on a calculation of assets under management with no commission charges applied. Fees are billed in advance, on a quarterly basis, in accordance with the fee schedule.

Market Value Wrap 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

Management fees are negotiable. A portion of the total fee paid to Investment Adviser Representatives for providing advice to clients regarding the purchase or sale of specific securities under the Program. Counsel retains the remainder of any management fees collected, but not paid to Investment Advisor Representatives. This percentage may vary based on the different compensation arrangements between Counsel and its Investment Advisory Representatives. Additionally, it may change over time.

5

4.B. Program Cost Considerations Wrap fee clients should consider that, depending on the rate of the wrap fee charged, the amount of account activity, the value of custodial and other services provided and other factors, the wrap fee may exceed the aggregate costs of the services provided if they were to be obtained separately and, with respect to brokerage, transaction-based commissions. 4.C. Other Fees

Clients may incur certain charges imposed by custodians, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Also, there may be a miscellaneous postage and handling fee charged per trade by the clearing broker/dealer. A client’s portfolio may include positions in mutual funds or exchange traded funds, which also charge internal management fees, as disclosed in those funds’ prospectuses. 4.D. Compensation for Program Recommendation The Investment Adviser Representative or solicitor who recommends our wrap fee program receives compensation as a result of the client’s participation in the program. The amount of the compensation may be more than the Representative or solicitor would receive if the client paid separately for investment advice, brokerage, and other services. The Representative or solicitor may, therefore, have a financial incentive to recommend our wrap fee program. Item 5 – Account Requirements and Types of Clients Counsel provides portfolio management services to individuals, high net worth individuals, pension and profit-sharing plans, corporations, trusts, and estates. Counsel’s minimum account value is $100,000. We reserve the right to waive the requirement.

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Item 6 – Portfolio Manager Selection and Evaluation 6.A. Portfolio Manager Review and Selection

Currently, Counsel serves as the Portfolio Manager and sponsor for the Wrap Fee Program. We have kept the selection process in-house and do not use outside Portfolio Managers. Counsel has assembled an experienced money management team to support and complement the “Counsel Style” of investing. The team combines synergy and continuity of style and philosophy in focusing on investing in financially strong companies when they are out-of-favor and near historically low valuations.

The selection of Portfolio Managers to be part of the team is based on their experience in managing client assets. Counsel seeks investment advisory personnel who typically have a college degree with some concentration in business or economics.

1. Performance is calculated by Counsel using internal processes.

2. Counsel investment personnel calculate and review performance of accounts on an individual basis.

6.B. Portfolio Management Team

Wrap program client accounts are managed by Portfolio Managers of Counsel, who is also the sponsor of the program. These individuals also manage other accounts of Counsel. As a result, certain conflicts could arise. Counsel has established certain policies and procedures, such as trade aggregation and allocation to ensure that clients are treated fairly. 6.C. Portfolio Managers Covered Under Investment Adviser Registration

Responses have been provided in Part 2A of Counsel’s Form ADV for Items 4.B., 4.C., 4.D. (Advisory Business), Item 6 (Performance-based Fees and Side-by-Side Management), Item 8.A. (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 17 (Voting Client Securities). Item 7 – Client Information Provided to Portfolio Managers Counsel gathers client information such as guidelines, restrictions and suitability as part of the account opening process. This information is provided to Portfolio Managers before the account is invested. As necessary, client information may be provided as part of routine management of the account (such as an update to restrictions or guidelines) or whether the client wishes to close and liquidate the account. The Portfolio Managers are bound by the Counsel’s established privacy policies and procedures with regard to sensitive client information.

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In addition, Counsel’s Portfolio Managers may also be Investment Adviser Representatives who are registered with one of our affiliated broker/dealers. As such, information provided by a client is shared no further, unless necessary in the regular course of business. Some Investment Adviser Representatives may not be Portfolio Managers. They would provide information shared by a client, only to the extent necessary to manage the account in the regular course of business. Item 8 – Client Contact with Portfolio Managers Clients have access to their Investment Adviser Representative, and/or the Portfolio Manager, with no restrictions. Item 9 – Additional Information A. Responses have been provided in 2A of Counsel’s Form ADV for Item 9 (Disciplinary

Information) and Item 10 (Other Financial Industry Activities and Affiliations).

B. Responses have been provided in 2A of Counsel’s Form ADV for Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading), Item 13 (Review of Accounts), Item 14 (Client Referrals and Other Compensation), and Item 18 (Financial Information).

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