Capital Investment Counsel Inc

Item 5 – Fees and Compensation

5.A. Adviser Compensation

Advisory Services
Counsel’s fees are described generally below and detailed in each client’s advisory
agreement. Fees for services may be negotiated with each client on an individual basis.
Counsel may waive or reduce the fees charged to a particular client, including proprietary
accounts and accounts of employees, principals, shareholders or affiliates.

          Fee Schedule
          1.75% - On first $500,000
          1.50% - From $500,001 to $1,500,000
          1.25% - From $1,500,001 to $3,000,000
          Negotiable – Accounts above $3,000,000

In addition to the management fee, Clients will pay trading costs or commissions, which may
be paid to an affiliated broker of Counsel. Please refer to Item 10 and Item 12 for additional
information about this.

Accounts co-managed with CIAS will adhere to the CIAS fee schedule.

Financial Planning Services
The fee for financial planning services is negotiable and may be dependent upon the nature,
scope and complexity of each client’s circumstances, as well as whether advisory services
are also provided to the client.

Counsel’s financial planning fee is exclusive of, and in addition to, brokerage commissions,
transaction fees, and other related costs and expenses, incurred by the client. However,
Counsel will not receive any portion of these commissions, fees, and costs.

5.B. Direct Billing of Advisory Fees

Investment advisory fees are billed in advance, on a quarterly basis, in accordance with the
investment advisory agreement. Billing cycles are based on the open date of the account and
not necessarily tied to calendar quarters. Accounts are subject to a minimum annual fee of
$500, which may be waived at the discretion of management. Fees are typically calculated
based upon the fair market value of the client’s assets under management, as of the last
business day of the quarter to be billed. The resulting amount, divided by four, shall be due
our firm for the next quarterly period. Certain accounts may have other calculations and/or
billing cycles. We request, with appropriate authorization, such fees be paid via our firm
invoicing the custodian and the custodian debiting the client’s accounts and remitting such
fees to our firm; however, we do permit payments by check. Due to the invoicing of client
accounts for investment advisory fees via the custodian, effective May 1, 2014, invoices will
not be sent to clients, unless specifically requested. Clients electing to pay their investment
advisory fees directly, will continue to receive invoices from Counsel.

Relative to accounts co-advised with CIAS, clients will be assessed an annual fee by CIAS, on
behalf of both Counsel and CIAS, based on the value of the assets under management. The fee
will be pro-rated from account inception and billed on a quarterly basis.

5.C. Other Non-Advisory 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. A client’s portfolio may include positions
in mutual funds or exchange traded funds, which also charge internal management fees, as
disclosed in the funds’ prospectuses.

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

5.D. Required Advance Payment of Fees

In the event a client wishes to terminate their relationship with Counsel, the client should
provide a 30-day prior written notification of their desire to terminate the arrangement. In
the event an advisory contract is terminated prior to the conclusion of a billing period, a pro
rata portion of any pre-paid fees will be refunded to the client. Any unearned fee of $100.00
or less will not be refunded.

5.E. Compensation for Sale of Securities or Other Investment Products

Investment Adviser Representatives of Counsel may also be registered with Capital
Investment Brokerage and/or Capital Investment Group. In their capacity as a registered
representative, an Investment Adviser Representative may receive a commission or
remuneration in the execution of transactions through the affiliated broker/dealers. A

conflict of interest may occur in an instance in which mutual fund positions are maintained
in a client account through one of Counsel’s affiliated broker/dealers. As a general rule,
Counsel does not recommend the purchase of mutual funds for client accounts, but may
maintain mutual fund assets that are transferred into a client account. Counsel may elect to
continue holding these assets for adherence to client objectives, tax purposes, client mandate
or some combination of these reasons. In such cases, an Investment Adviser Representative,
or a registered representative of a related broker/dealer acting as a solicitor, may also
receive 12b-1 or service fees from the mutual fund company, in addition to assessing the
advisory fee on the position(s), as a portion of the assets under management.

Item 7 – 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.

Retirement plan accounts or individual retirement accounts:

When IARs provide investment advice to clients regarding retirement plan accounts or
individual retirement accounts, they and CIAS are fiduciaries within the meaning of Title I of
the Employee Retirement Income Security Act (ERISA) and/or the Internal Revenue Code,
as applicable, which are laws governing retirement accounts. The way CIAS and its IARs
make money creates some conflicts with client interests, so the firm and its representatives
operate under a special rule that requires both to act in your best interest and not put the
firm and representatives ahead of those of the client.

Under this special rule provisions, the firm and its representatives must:
   - Meet a professional standard of care when making investment recommendations
     (give prudent advice);
   - Never put the financial interests of the firm or its representatives ahead of a
     client’s when making recommendations (give loyal advice);
   - Avoid misleading statements about conflicts of interest, fees, and investments;
   - Follow policies and procedures designed to ensure that the advice given is in
     the client’s best interest;
   - Charge no more than is reasonable for services; and
   - Give a client basic information about any conflicts of interest.