Capital Investment Counsel LLC

Item 5. Fees and Compensation
      CIC offers services on a fee basis, which includes fixed, as well as fees based upon assets under
      management or advisement.

      Financial Planning and Consulting Fees

      CIC charges a fixed fee for providing financial planning and consulting services under a stand-alone
      engagement. These fees are negotiable, but range up to $10,000, depending upon the scope and complexity
      of the services and the professional rendering the financial planning and/or the consulting services. If the

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      client engages the Firm for additional investment advisory services, CIC can offset all or a portion of its
      fees for those services based upon the amount paid for the financial planning and/or consulting services.

      The terms and conditions of the financial planning and/or consulting engagement are set forth in the
      Advisory Agreement. For project-based services CIC requires one-half of the fee payable upon execution
      of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or
      completion of the agreed upon services. The Firm does not, however, take receipt of $1,200 or more in
      prepaid fees, six or more months in advance of services rendered.

      Wealth Management Fees

      CIC offers investment management services for an annual fee based on the amount of assets under the
      Firm’s management. This management fee varies in accordance with the following blended fee schedule:

                                  PORTFOLIO VALUE                         BASE FEE
                                      First $1,000,000                      1.00%
                                     Next $1,000,000                        0.85%
                                     Next $3,000,000                        0.75%
                                     Above $5,000,000                      Negotiable

      The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets
      being managed by CIC on the last day of the previous quarter as determined by a party independent from
      the Firm (including the client’s custodian or another third-party).

      The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm
      may, in its sole discretion, not include cash in determining the fee, especially where a client has a high
      percentage of cash for reasons other than the Firm's investment management decision.

      If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee
      payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. For the
      initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement
      is terminated, the fee for the final billing period is prorated through the effective date of the termination and
      the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate.

      Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g.,
      held-away assets, accommodation accounts, alternative investments, etc.), CIC can negotiate a fee rate that
      differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to
      recommend that clients engage CIC for additional services for compensation, including rolling over
      retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion

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      over all decisions regarding engaging the Firm and are under no obligation to act upon any of the
      recommendations.

      Fee Discretion

      CIC may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as
      anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
      managed, related accounts, account composition, pre-existing/legacy client relationship, account retention,
      pro bono activities, or competitive purposes.

      Additional Fees and Expenses

      In addition to the advisory fees paid to CIC, clients also incur certain charges imposed by other third parties,
      such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively
      “Financial Institutions”). These additional charges include securities brokerage commissions, transaction
      fees, custodial fees, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF
      in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund
      expenses), 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. The Firm’s brokerage practices
      are described at length in Item 12, below.

      Direct Fee Debit

      Clients provide CIC with the authority to directly debit their accounts for payment of the investment
      advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which
      the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than
      quarterly detailing all account transactions, including any amounts paid to CIC. Alternatively, clients may
      elect to have CIC send a separate invoice for direct payment.

      Use of Margin
...

Item 7. Types of Clients
      CIC offers services to individuals, trusts, estates, charitable organizations, corporations and other business
      entities, pension and profit-sharing plans.

      Minimum Account Value

      As a condition for starting and maintaining an investment management relationship, CIC imposes a
      minimum portfolio value of $500,000. CIC may, in its sole discretion, accept clients with smaller portfolios
      based upon certain criteria, including anticipated future earning capacity, anticipated future additional
      assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client,
      account retention, and pro bono activities. CIC only accepts clients with less than the minimum portfolio
      size if the Firm determines the smaller portfolio size will not cause a substantial increase of investment risk
      beyond the client’s identified risk tolerance. CIC may, in its sole discretion, aggregate the portfolios of
      family members to meet the minimum portfolio size.

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