INVESTORS CAPITAL HOLDINGS LTD

On May 15, 2014, both RCAP and ICH filed with the SEC a Registration Statement on Form S-4 (the “Proxy Statement/Prospectus”) in connection with this proposed transaction.  THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ICH, RCAP, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by us and RCAP in connection with the proposed transaction through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and such other documents by phone, e-mail or written request by contacting our investor relations department c/o Rebecca Hice, Assistant Corporate Secretary, Investors Capital Holdings, Ltd., Six Kimball Lane, Suite 150, Lynnfield, MA 01940; or RCS’s investor relations department c/o Brian Jones, CFO, RCS Capital Corporation, bjones@rcscapital.com, (866) 904-2988. 

Upon receipt of sufficient votes, this transaction is expected to close July 2014 although no assurances can be given if and when the merger will close.  RCAP expects that our business, once acquired, will operate independently of RCAP’s wholesale broker-dealer subsidiary, Realty Capital Securities, LLC, and function as a separate business unit alongside RCAP’s existing operating subsidiaries.

James D. Crosson, age 52, Mr. Crosson operates his own financial services business as a Financial Consultant.  He has 28 years of industry experience with the focus of his practice being Retirement Planning.  Mr. Crosson is a past board member of the Gabelli School of Business at Roger Williams University.  He has instructed at UMASS Dartmouth, Bridgewater State College and Bristol Community College.  He also is a past board member of The United Way.  Mr. Crosson entered the securities industry in 1983 after graduating from Roger Williams University with a degree in Business Management and minors in Finance and Economics.  He began as a stockbroker with First Albany Securities.  In 1991 he became an independent financial consultant with LPL Financial and in 2009 he joined Investors Capital as an independent financial consultant.  In the 20 years that Mr. Crosson has operated his practice, he has consistently been in the top 5% of the broker dealers he has been associated with.  He has been quoted in The Wall Street Journal and various financial publications.  Mr. Crosson holds his series 7, 24 and 63 securities licenses as well as his life, accident and health insurance license.

The Audit Committee, a separately-designated standing committee established in accordance with section 3(a)(58)(A) of the Exchange Act of 1934, oversees the accounting and financial reporting processes of the Company and audits of the Company’s financial statements.  The Audit Committee consults with the Company’s independent auditors and management with respect to the adequacy of internal controls as well as the Company's audited and interim financial statements before they are made public.  The Committee also is responsible for retaining, determining the compensation of, overseeing, and terminating accounting firms that provide audit, review, attest and other services for the Company.  The Board had determined that Mr. Mazzarella is an “audit committee financial expert” as defined by applicable SEC rule. See the documentation referred to in “Director and Nominee Backgrounds”, above, for information regarding experience of Mr. Mazzarella that is relevant to serving as an audit committee financial expert.    The Audit Committee met four times during fiscal 2014.

The Human Resources Committee is responsible for determining and approving the compensation payable to the Company’s Named Executive Officers, currently, Mr. Murphy and Ms. Donnelly, including salary and, as applicable, bonus and long-term incentive compensation.  The Committee also is responsible for reviewing and approving employment agreements and severance and change of control arrangements for these officers, and administers and oversees the Company’s equity incentive plans including authorizing grants thereunder.  The Committee determines such matters after carefully reviewing proposals respecting the amount and form thereof submitted by the chief executive officer, as well as information commissioned from Company staff and/or received from other sources that it deems relevant and material to the process.  The Committee, in its deliberations, may consult third-party compensation surveys and published compensation information respecting selected peer group firms, and is empowered to engage the assistance of outside counsel and experts.  The Committee met three times during fiscal 2014.

As stated above, the Risk Committee of the Board is primarily responsible for oversight of risks affecting the Company and its business.  To assist the Risk Committee in discharging its responsibilities, the Committee had designated a member of the Committee, Robert Mazzarella, as liaison with the Risk Committee of Investors Capital Corporation (“ICC”), the Company’s broker-dealer and investment advisory subsidiary (the “ICC Risk Committee”).  The ICC Risk Committee, comprised of the chief executive officer, the chief financial officer, the ICC chief risk officer/general counsel, chief operating officer and various other key members of senior and middle management, meets weekly to discuss matters relating to risks associated with the business of ICC.  In his role as liaison, Mr. Mazzarella was tasked with attending ICC Risk Committee meetings as appropriate, and reporting back to the Committee and the Board.  The Audit Committee also addresses risks associated with the Company’s financial reporting, primarily by meeting with and requesting information from management and the Company’s auditors.  The Board also, from time to time, addresses matters of risk, particularly when brought to their attention by the Risk Committee or Audit Committee.