UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

INVESTORS CAPITAL HOLDINGS, LTD.
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[GRAPHIC OMITTED]

Notice of 2006 Annual Meeting
and
Proxy Statement

June 30, 2006

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the
"Meeting") of Investors Capital Holdings, Ltd. (the "Company") to be held on
Tuesday, August 8, 2006, at 10:00 a.m. local time, at the Eastern Point Yacht
Club located at 125 Eastern Point Boulevard, Gloucester, Massachusetts. Your
Board of Directors and management look forward to greeting those stockholders
who are able to attend.

The Notice of Annual Meeting of Stockholders and Proxy Statement containing
information pertaining to the business to be transacted at the Meeting appear on
the following pages.

Whether or not you plan to attend, it is important that your shares be
represented and voted at the Meeting. You are requested to complete, sign, date,
and mail the enclosed proxy card at your earliest convenience.

On behalf of the Board of Directors and management I would like to thank
you for your interest and participation in the affairs of the Company.

Sincerely,

Theodore E. Charles
Chairman of the Board and Chief Executive Officer

INVESTORS CAPITAL HOLDINGS, LTD.
230 Broadway East
Lynnfield, Massachusetts 01940

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, AUGUST 8, 2006

June 30, 2006

To the Stockholders:

NOTICE IS HEREBY GIVEN, that the Annual Meeting of Stockholders (the
"Meeting") of Investors Capital Holdings, Ltd. (the "Company") will be held at
10:00 a.m. local time on Tuesday, August 8, 2006 at the Eastern Point Yacht Club
located at 125 Eastern Point Boulevard, Gloucester, Massachusetts for the
following purposes:

* To elect five directors, each to serve for a term of one year or until
their successors are elected and qualified;

* To ratify the appointment by the Board of Directors of independent
auditors to audit the Company's books and records for the fiscal year
ending March 31, 2007; and

* To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.

Only holders of common stock of record as of the close of business on June
30, 2006 will be entitled to notice of, and to vote at, the Meeting, or any
adjournments or postponements thereof.

Stockholders are cordially invited to attend the Meeting. It is important
that your shares be represented and voted at the Meeting. Because many of our
stockholders cannot personally attend the Meeting, it is necessary that a large
number be represented by proxy in order to participate in the Meeting.
Therefore, if you do not expect to attend the Meeting, but wish your stock to be
voted for the business to be transacted thereat, you are requested to complete,
sign and date the enclosed proxy card and return it by mailing it in the
accompanying postage-paid envelope.

By Order of the Board of Directors,

Steven C. Preskenis, Esq.
Secretary

PROXY STATEMENT

General

This Proxy Statement and the accompanying Proxy Card are being furnished in
connection with the solicitation by the Board of Directors (the "Board") of
Investors Capital Corporation, Ltd., a Massachusetts corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Stockholders of the
Company (the "Meeting") to be held on Tuesday, August 8, 2006 at 10:00 a.m.
local time at the Eastern Point Yacht Club located at 125 Eastern Point
Boulevard, Gloucester, Massachusetts, or any adjournments or postponements
thereof, for the purposes set forth in the attached Notice of Annual Meeting of
Stockholders.

Only the holders of record of the Company's Common Stock, par value $.01
per share, as of the close of business on June 30, 2006 (the "Record Date"), are
entitled to notice of, and to vote on, all matters properly brought before the
Meeting or any adjustments or postponements thereof. As of June 26, 2006, there
were 6,131,472 shares of common stock outstanding.

Voting and Proxy Procedures

Each stockholder is entitled to one vote for each share of common stock
held by him or her at the close of business on the Record Date. Pursuant to the
Company's Bylaws, to constitute a quorum for the transaction of business at any
meeting of stockholders, there must be present, in person or by proxy, the
holders of a majority of the voting power of the issued and outstanding shares
of voting stock of the Company. Once a share is represented for any purpose at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting. A plurality of the votes cast by the shares of stock entitled to vote,
in person or by proxy, at the Meeting will elect directors as long as a quorum
is present. If a quorum exists, action on each other question to be voted upon
will be approved if votes, in person or by proxy, cast by stockholders favoring
the action exceed the vote cast by stockholders opposing the action. When
proxies in the enclosed form are returned properly executed, the shares
represented thereby will be voted at the Meeting and, where instructions have
been given by the stockholder, will be voted in accordance therewith. If the
stockholder does not otherwise specify, the stockholder's shares will be voted
FOR each of the nominees for director, FOR the proposal to ratify the
appointment of the independent auditors, all as set forth in this Proxy
Statement, and in accordance with their best judgment as to any other business
which may come properly before the Meeting. Votes will be counted manually.

Abstentions and broker "non-votes" are not counted for purposes of the
election of a director. On all other proposals, abstentions will be considered
as a vote against the proposal, and broker non-votes will not be counted at all.
A stockholder executing the accompanying proxy has the power to revoke it at any
time prior to the exercise thereof by appearing at the Meeting and voting in
person or by filing with the Secretary of the Company, (i) a properly executed,
later-dated proxy, or (ii) a written instrument revoking the proxy.

This Proxy Statement and the accompanying Proxy Card are first being mailed
to stockholders on or about July 13, 2006. A copy of the Company's Annual Report
to Shareholders for the year ended March 31, 2006, is included with this Proxy
Statement.

The solicitation of proxies in the accompanying form is made by, and on
behalf of, the Board of Directors. We have engaged the services of ADP Investor
Communication Services to assist us in the distribution of proxies, for which a
fee will be paid. There will be no solicitation by officers and employees of the
Company. The Company will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of proxy materials to
the beneficial owners of shares held of record by such persons, and such persons
will be reimbursed for reasonable expenses incurred by them in connection
therewith.

PROPOSAL 1.

ELECTION OF DIRECTORS

Five directors are to be elected at the Meeting to hold office until the
next Meeting or until their successors have been duly elected and qualified. It
is the intention of the proposed proxies named in the accompanying Proxy Card to
vote FOR the election of the five persons listed below as directors of the
Company, unless authority to do so is withheld. The nominees, all of whom are
currently are directors of the Company, have consented to being nominated and
named herein and to serving as directors if elected at the Meeting. In the event
that any of the below listed nominees for director should become unavailable for
election for any presently unforeseen reason, the proposed proxies named in the
accompanying Proxy Card have the right to use their discretion to vote for a
substitute.

The Bylaws of the Company provide that the number of Directors shall be
determined by vote of the stockholders or the Board of Directors, but shall
consist of not less than three Directors. Each director presently is elected for
a one-year term at each annual meeting of the stockholders.

The following sets forth, as of June 30, 2006, certain information with
respect to each of the Board's nominees for election as a director:

Theodore E. Charles, age 63, has served as a director of the Company since
July 1995. A founder of Investors Capital Holdings, Mr. Charles has served as
the Company's chairman of the board, chief executive officer and president since
its inception in 1995. Mr. Charles also has served as the chief executive
officer of our subsidiaries, Investors Capital Corporation ("ICC") and Eastern
Point Advisors, Inc ("EPA") since their founding in 1994 and 1995, respectively.
Mr. Charles served on the Board of Directors of Revere Savings Bank of
Massachusetts from 1997 to 2001 and served on the Advisory Board of Danvers
Savings Bank from 2001 to 2003. Mr. Charles currently holds various securities
licenses, including series 6, 63, 7 and 24, has been a member of the Financial
Planning Association since 1985 and formerly served as Chairman of the
Shareholder Advisory Board of Life USA Insurance Company.

Timothy B. Murphy, age 41, has served as a director of the Company since
July 1995. A founder of the Company, Mr. Murphy has served as executive vice
president, treasurer and chief financial officer of the Company since its
inception, and as president of its subsidiaries, ICC and EPA, since their
respective inceptions. He entered the securities industry in 1991 as an
operations manager in the Boston regional office of Clayton Securities. By 1994,
he was serving as compliance officer of Baybanks Brokerage and a vice president
of G.R. Stuart & Company, another brokerage firm. Mr. Murphy holds various
securities licenses including series 4, 7, 24, 27, 53, 63 and 65.

William J. Atherton, age 67, has served as a director since November
2004. Since 2004, Mr. Atherton has been managing director of the Atherton Group,
consulting on relationships between insurers, investment and product managers,
and distributors in the variable annuity industry. From 1997 until his
retirement in 2004, Mr. Atherton was the first President of Ameritas Variable
Life Insurance Company, a joint venture between Ameritas Life Insurance Corp. of
Lincoln, Nebraska, and AmerUs Life Insurance Corp. of Des Moines, Iowa. Mr.
Atherton has been a senior executive in the annuity business since 1985, when he
formed North American Security Life (NASL) in Boston, a variable annuity
subsidiary of North American Life Assurance of Toronto. Mr. Atherton has been
the president and a director of two Variable Insurance Trusts and recently
received the John D. Marsh Memorial Award as a 2003 inductee into the NAVA Hall
of Fame.

Robert Martin, age 38, has served as a director since July 2005. Mr.
Martin has been the owner and president of Mercury Brewing Company of Ipswich,
Massachusetts since acquiring and renaming Ipswich Brewing Company in 1999.
Mercury Brewing is a renowned brewer of ales, lagers and sodas. A graduate of
Rensselaer Polytechnic Institute, Mr. Martin holds a degree in Architecture and
practiced in the Boston area in the 1990's prior to his employment at the
brewing company. In addition to being a successful businessman, Mr. Martin
builds fine furniture and participates in endurance athletic events such as the
Iron Man Triathlon and Ultra Marathons.

Arthur Stickney, age 71, has served as a director since August 2004. From
1970 through 2003, Mr. Stickney served as the head of Stickney Associates, a
marketing and advertising company whose clients included such brand companies as
Alex Brown, Bessemer Trust, Fidelity Investments, Fiduciary Trust, StockCross
and Tucker Anthony. Mr. Stickney also served as a partner in charge of business
development for Hill Holiday in the late 1960's, as well as New England and
Canadian Advertising Manager for The Wall Street Journal.

Meetings and Attendance

During fiscal year ending March 31, 2006, (hereinafter referred to as
"fiscal 2006") the Board held four meetings. The Company has no policy regarding
director attendance at annual stockholder meetings; however, all directors
attended the Company's 2005 annual meeting of stockholders.

Communications with the Board

Stockholder desiring to send communications, other than proposals for
stockholder meetings, to the Board or individual directors should address such
communications to the Company's Secretary, who will forward such communications
to the full Board, or individual directors, as appropriate.

Director Nominee Selection Process

The Board has a separately-designated standing Governance and Nominating
Committee (the "Committee") whose role is to identify and recommend to the
Company's Board of Directors (the "Board") the Board's slate of nominees for
election to the Board at each annual shareholder meeting, to identify and
recommend candidates to fill, as deemed necessary, Board vacancies occurring
between annual shareholder meetings, to draft and recommend Corporate Governance
Guidelines for adoption by the Board, to review, evaluate and recommend to the
Board changes to said guidelines, and to review the Company's policies and
programs that relate to matters of corporate responsibility. The Committee's
Charter is not available on the Company's website but is attached to this Proxy
Statement as Appendix A.

The Committee examines from time to time the characteristics, skills, and
experiences appropriate for the Board as a whole and its individual members. In
evaluating the suitability of candidates, the Committee considers many factors,
including general understanding of marketing, finance, and other disciplines
relevant to the success of a publicly traded company in today's business
environment; understanding of the Company's business and technology; educational
and professional background; and personal accomplishments. The Committee
evaluates each individual in the context of the Board as a whole, with the
objective of recommending a group that can best ensure the success of the
Company's business and represent shareholder interests. In determining whether
to recommend a director for re-election, the Committee also considers the
director's past attendance at meetings and participation in and contributions to
the activities of the Board.

The Committee will consider shareholder recommendations for candidates for
the Board. The name of any recommended candidate for director, together with a
brief biographical sketch, a document indicating the candidate's willingness to
serve, if elected, and evidence of the nominating shareholder's ownership of
Company stock should be sent to the attention of the General Counsel of the
Company.

The Governance and Nominating Committee currently is comprised of Messrs.
Atherton and Martin, both of whom are "independent directors" as defined by
applicable Securities and Exchange Commission (SEC) rule and American Stock
Exchange (AMEX) listing standards. Mr. Atherton serves as Committee Chairman.
The Governance and Nominating Committee met one time during fiscal 2006.

Audit Committee

The Board has a separately-designated standing Audit Committee that
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, the Company's audited financial statements and, where
appropriate, the Company's interim financial statements before they are made
public, and makes recommendations to the Board of Directors regarding the
appointment of independent auditors for the Company. The Audit Committee's
Charter is attached to this Proxy Statement as Appendix B. The Audit Committee
currently is comprised of Messrs. Atherton, Martin and Stickney, all of whom are
"independent directors" as defined by applicable SEC rule and AMEX listing
standards. The Board has determined that Mr. Atherton is an "audit committee
financial expert" as defined by the applicable SEC rule. The Audit Committee met
or conferenced four times during fiscal 2006.

Compensation Committee

The Board's Compensation Committee, currently comprised of independent,
non-employee directors Atherton and Martin, determines the compensation and
benefits of the chief executive officer and reviews and approves, or modifies if
deemed appropriate, the recommendations of the chief executive officer with
respect to the compensation and benefits of the other executive officers. The
Compensation Committee also approves the issuance of grants pursuant to the
Company's equity incentive plans. The Compensation Committee met once during
fiscal 2006.

Compensation of Directors

Directors who are not employees receive $1,500 in cash compensation for
their attendance in person at each meeting of the Board of Directors. In
addition, in fiscal year ended March 31, 2005, each then director received 1,666
unrestricted shares of Common Stock at market, as of date of award. In fiscal
2006, no stock compensation was issued to directors.

PROPOSAL 2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Brown & Brown, LLP of Boston, Massachusetts to serve as
our independent public accountants for the fiscal year ending March 31, 2007.
Brown & Brown, LLP has served as our independent public accountants for the past
three fiscal years and is considered to be well qualified by our management.
Although stockholder ratification is not required, the Board of Directors has
directed that such appointment be submitted to the stockholders of the Company
for ratification at the Meeting as a matter of good corporate governance. If the
stockholders do not ratify the appointment of Brown & Brown, LLP, the Board of
Directors may reconsider the appointment. Further, whether or not stockholder
approval is given, the Audit Committee in its discretion may appoint another
independent registered public accounting firm at any time during the year if the
Committee believes that such a change would be in the best interest of the
Company and its stockholders.

No representatives of Brown & Brown, LLP are expected to attend the
Meeting.

Audit Fees

The aggregate fees billed for fiscal years ended March 31, 2006 and 2005
for professional services rendered by the Company's principal accountants for
the audit of the Company's annual financial statements and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those fiscal years totaled $80,648 and $79,309,
respectively.

Audit-Related Fees

The aggregate fees billed in fiscal years ended March 31, 2006 and 2005 for
assurance and related services by the Company's principal accountant that are
reasonably related to the performance of the audit or review of the Company's
financial statements totaled $67,995 and $34,998, respectively. Said services
consisted of a review of the Company's 2006 and 2005 quarterly reports filed on
Form 10-Q.

Tax fees

The aggregate fees billed in fiscal years ended March 31, 2006 and 2005 for
professional services rendered by the Company's principal accountant for tax
compliance, tax advice, and tax planning totaled $21,200 and $16,800,
respectively. Said services included preparation and filing of federal and state
returns for the fiscal year ended March 31, 2005 and projections for the year
ended March 31, 2006.

All Other Fees

In fiscal years ended March 31, 2006 and 2005 the Company was billed
$15,887 and $22,375, respectively, by our principal accountant for services
other than those disclosed above. Such services consisted of GAAP related
research, business operation advisory services, and various matters related to
SEC compliance.

Engagement of Accounting Services

All audit and non-audit services provided to the Company by accountants,
including Brown & Brown, LLP, must be approved by the Audit Committee prior to
the rendering of services unless the following conditions contained in the Audit
Committee's pre-approval policies and procedures are met:

o The service is one of a set of permitted services that the independent
auditor is allowed to provide;

o The total amount of such services is less than or equal to 5% of the
total amount of compensation paid by the Company to its accountants
during the fiscal year in which the services are provided; and

o The services are brought promptly to the attention of the Audit
Committee and approved by the Committee, o or by one or more members
thereof who have been delegated approval authority, prior to the
completion of the annual audit.

100% of the cost of accountant services described in "Audit-Related Fees",
"Tax Fees" and "All Other Fees", above, were approved by the Audit Committee or
its delegate(s) pursuant to the Committee's pre-approval policies and
procedures.

In determining whether or not to approve non-audit accounting services
from the Company's independent auditors, the Audit Committee or its delegate
considers whether the provision of such services is compatible with maintaining
the independence of the auditors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
APPOINTMENT OF BROWN & BROWN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2007.

ADDITIONAL INFORMATION

Common Stock Ownership by Certain Beneficial Owners and Management

The following table presents information regarding beneficial ownership of
our common stock as of June 30, 2006 by: (1) each person or group who owned
beneficially more than five percent (5%) of our outstanding common stock as of
said date, (2) each person who served as our Chief Executive Officer ("CEO")
during the last fiscal year ("fiscal 2006"), (3) each person who was one of our
four most highly compensated non-CEO executive officers during fiscal 2006 who
continued to serve as such as of the end of Fiscal `06, (4) up to two additional
persons who would have been included in (3) except that they no longer served as
an executive officer as of the end of fiscal 2006 (the persons included in (2),
(3) and (4) hereinafter sometimes referred to as the "Named Executive
Officers"),(5) each director and nominee, and (6) all director/nominees and
Named Executive Officers as a group.

The persons named in the table below have sole voting and dispositive power
over all shares of common stock shown as beneficially owned by them, except as
may be otherwise indicated. The following persons hold immediately exercisable
options to purchase the following number of shares of common stock from the
Company: Mr. Charles - 1,666, Mr. Murphy - 151,666. The shares underlying these
options are reflected in the numbers below. The business address of Messrs.
Charles, Murphy and Preskenis is c/o Investors Capital Holdings, Ltd., 230
Broadway East, Lynnfield, Massachusetts 01940. The business address of Mr.
Martin is c/o Mercury Brewing Company, 23 Hayward Street, Ipswich,
Massachusetts. Correspondence to Messrs. Stickney or Atherton may be directed to
the above address for Investors Capital Holdings, Ltd. attention of the
Secretary, who will promptly forward same to the intended recipient. Robino
Stortini Holdings, LLC has reported that its business address is 5189 W.
Woodmill Drive, Suite 30, Wilmington, DE, 19808.

Name of Number of Shares Percent Beneficially
Beneficial Owner Beneficially Owned Owned
---------------- ------------------ --------------------
Theodore E. Charles 3,474,332 56.7%
Robino Stortini Holdings, LLC 620,400** 10.12%
Timothy B. Murphy 338,432 5.5%
Arthur Stickney 3,667 *
William Atherton 4,000 *
Robert Martin 2,000 *
Steven C. Preskenis, Esq. 13,500 0.22%
Susan A. McCraine*** 1,000 *

All directors/nominees and
executive officers as a group
(7 Persons) 3,836,931 62.58%

* Less than 0.1%.
** From latest SEC Form 4 filed 06/08/2006
*** Resigned prior to fiscal year ended 2006

Executive Compensation

The following table summarizes all compensation received for the fiscal
years ended March 31, 2006, 2005 and 2004 by the Named Executive Officers. The
aggregate amount of perquisites and other personal benefits granted to each of
Messrs. Charles and Murphy did not exceed the lesser of $50,000 or 10% of the
total of their respective annual salaries and bonuses and, according, are not
included in the amounts reported below. Other Annual Compensation is the
Company's matching 401(k) contributions. All Other Compensation is personal life
insurance premiums paid by the Company.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------- ----------------------
Name and Principal Fiscal Year Salary Bonus Other Annual Restricted Options All Other
Position Ended ($) ($) Compensation Stock Awards (#) Compensation
($)

Theodore E. Charles 2006 $400,180 $151,250 $ 5,898 $7,633
Chief Executive Officer 2005 $400,000 $101,205 $32,877 $6,081 $4,163
2004 $400,000 $ 15,385 $ 4,788 $3,150 $6,635

Timothy B. Murphy 2006 $300,180 $101,250 $ 9,388 $ 882
Chief Financial Officer 2005 $300,000 $ 76,250 $ 6,088 $6,081 $1,397
2004 $200,000 $ 7,292 $ 3,000 $3,150 $1,265

Steven C. Preskenis 2006 $148,488 $ 14,941 $8,656
Chief Operating Officer & General 2005 $125,539 $ 3,000 $6,505 $4,570
Counsel, ICC 2004 $106,308 $ 3,288 $5,095

Susan McCraine* 2006 $173,257 $13,691 $10,762
Vice President 2005 $142,000 $16,803 $ 7,546
2004 $124,023 $ 4,423 $ 5,180 $3,150

* Resigned prior to fiscal year ended March 31, 2006

OPTION/SAR GRANTS IN LAST FISCAL YEAR

No stock options or SARs were granted to any of the Named
Executive Officers during fiscal 2006.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

The following table provides information on option exercises in fiscal 2006
by the Named Executive Officers and the value of their unexercised options at
March 31, 2006.

Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money
on Value Options at Fiscal Year-End Options at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- ----------------------- ---------- -------- --------------------------- -----------------------------

Theodore E. Charles 0 0 1,666 / 0 $2,132 / $0
Timothy B. Murphy 0 0 151,666 / 0 $330,632 / $0

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

No long-term incentive plan (LTIC) awards were made to any Named Executive
Officers during fiscal 2006.

Executive Employment Agreements

On August 8, 2000 the Company entered into full-time employment agreements
with Theodore E. Charles and Timothy B. Murphy. For each, the term of employment
is three years, which, on the third anniversary of the commencement date,
automatically extends for a three-year period unless earlier terminated. Under
the employment agreements, Messrs. Charles and Murphy are entitled to receive an
annual base salary of $400,000 and $200,000, respectively. Adjustments to the
annual base salary amounts are at the discretion of the Board, taking into
account appropriate cost of living adjustments and general compensation
increases based on performance.

Also, Messrs. Charles and Murphy may present to the Compensation Committee
proposals as to an annual bonus or incentive program, which proposals may or may
not be accepted by the Board, acting in good faith, and at their discretion.

If the Company fails to renew the employment term or terminates the
employment of Mr. Charles, either with or without cause, or if there is a
"change in control", Mr. Charles is entitled to receive sixty (60) months' base
salary at the time of termination plus, to the extent earned and not already
paid, any bonus payable for the prior fiscal year plus an amount equal to any
bonus payable with respect to the current fiscal year. The base salary is
payable in installments on such dates on which it would be paid if Mr. Charles
had not been terminated. The bonus payment is payable in a lump-sum within
thirty (30) days of termination.

If the Company fails to renew the employment term or terminates the
employment of Mr. Murphy, either with or without cause, or if there is a "change
in control", Mr. Murphy is entitled to receive thirty-six (36) months' base
salary at the time of termination plus, to the extent earned and not already
paid, any bonus payable for the prior fiscal year plus an amount equal to any
bonus payable with respect to the current fiscal year. The base salary is
payable in installments on such dates on which it would be paid if Mr. Murphy
had not been terminated. The bonus payment is payable in a lump-sum within
thirty (30) days of termination.

A "change in control" shall be deemed to have taken place if a person
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 75% or more of the total number of votes that may be cast
for the election of the directors of the Company or as the result of, or in
connection with, any tender or exchange offer, merger, consolidation or other
business combination, sale of assets or one or more contested elections, or any
combination of the foregoing transactions in which the persons who were
directors of the Company immediately prior to the transaction shall cease to
constitute a majority of the board of directors of the Company or of any
successor to the Company..

The employment agreements also contain a provision that neither Mr. Charles
nor Mr. Murphy will compete or engage in a business competitive with our current
or anticipated business during the term of the employment agreement and for a
period of six months thereafter. A state court may determine not to enforce this
provision or to otherwise limit its enforceability.

Ms. McCraine did not, and Mr. Preskenis does not, have a written employment
agreement with the Company.

Compensation Committee Report on Executive Officer Compensation

Compensation for Messrs. Charles and Murphy is determined by the terms of
their respective employment agreements outlined above. In addition to their base
salary, in fiscal 2006 Messrs. Charles and Murphy were, at the discretion of the
committee, paid a cash bonus based upon Company performance. As part of a
management compensation pool, Ms. McCraine and Mr. Preskenis received
compensation during fiscal 2006 comprised of a base salary and a cash bonus that
was based upon a percentage of Company gross profits determined by senior
management.

COMPENSATION COMMITTEE
William J. Atherton and Robert Martin

Performance Graph

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

AMONG INVESTORS CAPITAL HOLDINGS, LTD.,
STANDARD & POORS 500 INDEX AND DOW JONES FINANCIAL SERVICES INDEX

The chart below compares the five-year cumulative total return, assuming
the reinvestment of dividends, on Investor Capital Holdings, Ltd. common stock
(ICH) with that of the Standard & Poors 500 Index (sp 500) and the Dow Jones
Financial Services Index (iyg). This graph assumes $100 was invested on March
31, 2001, in each of Investors Capital Holdings, Ltd. common stock and the
indicated indices.

Note: stock price performance shown in the graph below should not be
considered indicative of potential future stock price performance.

[SEE SUPPLEMENTAL PDF]
[DATA REPRESENTED BELOW]

3/31/2001 3/31/2002 3/31/2003 3/31/2004 3/31/2005 3/31/2006
ICH $100.00 $41.96 $32.68 $100.00 $89.10 $56.96

S&P 500 $100.00 $98.14 $72.61 $96.91 $101.08 $111.59

IYG $100.00 $106.28 $84.15 $119.34 $117.07 $133.03

Compensation Committee Interlocks and Insider Participation

During fiscal 2006, former director C. Troy Shaver, Jr. served on the
Compensation Committee until his resignation from the Board on October 18,
2005*. Mr. Shaver is currently President of Dividend Growth Advisors, LLC. Until
October 18, 2005, Dividend Growth Advisors acted as sub-advisor to Eastern Point
Advisors, our investment advisor subsidiary, and, more specifically, its mutual
fund, the Eastern Point Advisors Rising Dividend Growth Fund.** The aggregate
fees paid to Dividend Growth Advisors for advisory services during fiscal 2006
were $81,093.

* For additional information, see SEC Form 8-K filing dated October 24, 2005.
** For additional information, see SEC Form 8-K filing dated October 25, 2005.

Certain Relationships and Related Transactions

Our principal executive offices are located in a 9,068 square foot facility
at 230 Broadway East, Lynnfield, Massachusetts 01940. This facility is comprised
of several office condominiums owned by different entities, which lease the
office space to the Company. A portion of the space which is leased to the
Company, including ICC and EPA, is owned by Arlsburg Trust, the trustee of which
is the principal stockholder of ICH, and Investors Realty, LLC, the principal
member of which is the principal stockholder of ICH. The remainder is leased
from an unrelated entity. The combined current annual rent was $271,121 and is
comparable to current market rates for similar space in our geographic area. The
leases expired in March 2005 and were subsequently renewed for a three year
period commencing on March 31, 2008. In addition, the Company leases office
space from the Arlsburg Trust for its investment center located in Topsfield,
Massachusetts. Rent expense for the investment center was $36,000 for the year
ended March 31, 2006. ICC leases an additional 1,832 square feet of office space
from Investors Realty, LLC at fair market value.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors and officers of the
Company and persons, or "groups" of persons, who own more than 10% of a
registered class of the Company's equity securities (collectively, "Covered
Persons") to file with the Securities and Exchange Commission, The American
Stock Exchange and the Company, within specified time periods, initial reports
of beneficial ownership, and subsequent reports of changes in ownership, of
certain equity securities of the Company. Based solely on its review of copies
of such reports furnished to it and upon any written representations of Covered
Persons that no other reports were required, the Company believes that no
Covered Persons failed to meet such filing requirements during fiscal 2006.

Code of Ethics

The Company has adopted, filed with the SEC and posted on its
www.investorscapital.com website (click on "Company Info", then "Corporate
Governance") a written Code of Ethics that applies to the Company's principal
executive officer, principal financial officer and principal accounting officer
and that conforms to the requirements of applicable SEC rule. The Code of Ethics
is designed, among other things, to deter wrongdoing and to promote (i) honest
and ethical conduct, (ii) full, fair, accurate, timely, and understandable
disclosures in reports and documents filed with the SEC and in other public
communications, (iii) compliance with applicable governmental law, rules and
regulations, (iv) prompt internal reporting of violations of the Code and (v)
accountability for adherence to the Code. A copy of the Code will be furnished
to any person without charge upon request to our Corporate Secretary at our
corporate headquarters.

Audit Committee Report

The Board of Directors of the Company has appointed an Audit Committee
composed of independent directors, and has adopted a written charter for the
Committee, a copy of which is included as Appendix B hereto. The Audit Committee
will review and assess the adequacy of the charter on an annual basis. The Audit
Committee's job is one of oversight as set forth in its Charter. It is not the
duty of the Audit Committee to prepare the Company's financial statements, to
plan or conduct audits, or to determine that the Company's financial statements
are complete and accurate and are in accordance with accounting principles
generally accepted in the United States of America. The Company's management is
responsible for preparing the Company's financial statements and for maintaining
internal controls. The independent auditors are responsible for auditing the
financial statements and for expressing an opinion as to whether those audited
financial statements fairly present the financial position, results of
operations, and cash flows of the Company in conformity with accounting
principles generally accepted in the United States of America.

The Audit Committee has reviewed and discussed the Company's audited
consolidated financial statements with management and with Brown & Brown, LLP
(the "Auditors"), the Company's independent auditors for fiscal 2006.

The Audit Committee has discussed with the Auditors the matters required to
be discussed by Statement on Auditing Standards No. 61, (Codification of
Statements on Auditing Standards, AU Section 380) as may be modified or
supplemented.

The Audit Committee has received the written disclosures and the letter
from the Auditors required by Independence Standards Board Standard No. 1,
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the Auditors the Auditors' independence.

Based on the review and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10- K
for the fiscal year ended March 31, 2006 for filing with the Securities and
Exchange Commission.

AUDIT COMMITTEE
William J. Atherton, Robert Martin and Arthur Stickney

EQUITY COMPENSATION PLAN INFORMATION

March 31, 2006
(a) (b) (c)
Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
Plan category warrants and rights warrants and rights column (a))
- ---------------------------------------------------------- ------------------- --------------------- -----------------------

Equity compensation plans approved by security holders 193,759 $3.29 0

Equity compensation plans not approved by security holders 150,000 $1.00 0

Total 343,759 $2.29 0

Annual Report to Stockholders / Form 10-K

The Company's Fiscal Year Ended March 31, 2006 Annual Report to its
stockholders (which includes a reproduction of its Annual Report on Form 10-K
for fiscal 2006, as filed with the SEC, excluding the Index to Exhibits and any
filed exhibits or financial statement schedules) is being mailed to all
stockholders concurrently with this Proxy Statement. Additional copies of the
Company's Form 10-K (without exhibits or financial statement schedules), as
filed with the SEC, may be obtained at no cost by writing to the Corporate
Secretary, Investors Capital Holdings, Ltd., 230 Broadway East, Lynnfield,
Massachusetts 01940. The Company's Form 10-K also may be accessed on the
internet at http://www.investorscapital.com. Exhibits or financial statement
schedules listed in the Company's Form 10-K are available upon request to the
Corporate Secretary at a nominal charge for printing and mailing.

Proposals for Next Annual Meeting

No person who intends to present a proposal for action at a forthcoming
annual stockholders' meeting of the Company may seek to have the proposal
included in the proxy statement or form of proxy for such meeting unless that
person (a) is a record or beneficial owner of at least 1% or $2,000 in market
value of shares of Common Stock, has held such shares for at least one year at
the time the proposal is submitted, and such person shall continue to own such
shares through the date and the dates upon which he acquired such shares with
documentary support for a claim of beneficial ownership, (e) notifies the
Company of his intention to appear personally at the meeting or by a qualified
representative under Massachusetts law to present his proposal for action, and
(d) submits his proposal timely. A proposal to be included in the proxy
statement and form of proxy for the Company's next annual meeting of
stockholders will be submitted timely only if the proposal has been received at
the Company's principal executive office no later than April 2, 2007. However,
if the date of such meeting is changed by more than 30 calendar days from August
8, 2007, or if the proposal is to be presented at any meeting other than the
next annual meeting of stockholders, the proposal must be received at the
Company's principal executive office at a reasonable time before the
solicitation of proxies for such meeting is made.

A person may submit only one proposal with a supporting statement of not
more than 500 words, and under certain circumstances enumerated in the SEC's
rules relating to the solicitation of proxies, the Company may be entitled to
omit the proposal and any statement in support thereof from its proxy statement
and form of proxy.

The Company will be permitted to vote proxies in its discretion on any
proposal properly coming before the Company's next annual meeting of
stockholders if the Company:

o does not receive notice of the proposal a reasonable period of time
before the Company mails its proxy materials, or

o receives notice of the proposal a reasonable period of time before the
Company mails its proxy materials and advises stockholders in its
proxy statement about the nature of the matter and how the Company
intends to vote on such matter, all except as otherwise provided by
applicable SEC rules.

Notices of intention to present proposals at the Company's next annual
stockholders meeting should be addressed to the Company's Secretary, Steven C.
Preskenis, Esq., Investors Capital Holdings, Ltd., 230 Broadway East, Lynnfield,
MA 01940.

Other Matters

As of the date of this Proxy Statement, the Board knows of no other
business to be presented at the Meeting. However, if any other matters properly
come before the Meeting, the persons named in the enclosed form of proxy are
expected to vote the proxy in accordance with their best judgment on such
matters.

By order of the Board of Directors,

THEODORE E. CHARLES
Chairman of the Board and Chief Executive Officer

Appendix A

INVESTORS CAPITAL HOLDINGS, LTD.

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

Adopted November 15, 2005

Role

As more fully set forth hereinbelow, the role of the Governance and Nominating
Committee (the "Committee") is to identify and recommend to the Company's Board
of Directors (the "Board") the Board's slate of nominees for election to the
Board at each annual shareholder meeting, to identify and recommend candidates
to fill Board vacancies occurring between annual shareholder meetings, to draft
and recommend Corporate Governance Guidelines for adoption by the Board, to
review, evaluate and recommend to the Board changes to said guidelines, and to
review the Company's policies and programs that relate to matters of corporate
responsibility.

Membership

The membership of the Committee shall consist of at least two directors, each of
whom shall meet the independence requirements established by the Board and
applicable laws, regulations and listing requirements including Section 804 of
the AMEX Company Guide or any successor thereto. The Board shall appoint the
members of the Committee and its chairperson and may remove any member from the
Committee, or change the chairperson thereof, at any time with or without cause.

Operations

The Committee shall meet at least twice a year. Additional meetings may occur as
the Committee or its chair deems advisable. The Committee will cause to be kept
adequate minutes of all its proceedings, and will report on its actions and
activities at the next regularly scheduled meeting of the Board. Committee
members will be furnished with copies of the minutes of each meeting and any
action taken by written consent. The Committee shall be governed by the same
rules regarding meetings (including meetings by conference telephone or similar
communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board. The Committee
is authorized and empowered to adopt its own rules of procedure not inconsistent
with this Charter, the Bylaws of the Company and applicable law.

Authority

The Committee shall have the authority, and will be provided by the Company with
the resources, necessary to discharge its duties and responsibilities. The
Committee shall have authority to select, retain and terminate outside counsel,
any search firm used to identify director candidates, and other experts or
consultants, as it deems appropriate in fulfilling its duties, including sole
authority to approve the fees and other terms of retention of any such outside
resources. Any communications between the Committee and legal counsel in the
course of obtaining legal advice will be considered privileged communications of
the Company and the Committee will take all necessary steps to preserve the
privileged nature of those communications.

The Committee may form and delegate authority to subcommittees and may delegate
authority to one or more designated members of the Committee.

Responsibilities

Subject to any changes thereto provided by the Corporate Governance Guidelines,
the principal responsibilities and functions of the Governance and Nominating
Committee are as follows:

1. Annually evaluate and report to the Board on the performance and
effectiveness of the Board to facilitate the directors in fulfilling
their responsibilities in a manner that serves the interests of the
Company's shareholders.

2. Annually present to the Board a list of individuals recommended for
nomination for election to the Board at the annual meeting of
shareholders, and for appointment to the committees of the Board
(including this Committee).

3. Before recommending an incumbent, replacement or additional director,
review his or her qualifications, including capability, availability to
serve, conflicts of interest, and other relevant factors.

4. Assist in identifying, interviewing and recruiting candidates for the
Board.

5. Annually review the composition of each Board committee and present
committee membership recommendations to the Board for committee
membership.

6. Periodically review the compensation paid to non-employee directors, if
any, and make recommendations to the Board for any adjustments. No
member of the Committee will act to fix his or her own compensation
except for uniform compensation to directors for their services as
such.

7. Develop and periodically review and recommend to the Board appropriate
revisions to the Company's Corporate Governance Guidelines.

8. Monitor compliance with the Corporate Governance Guidelines.

9. Regularly review and make recommendations about changes to the charter
of the Governance and Nominating Committee.

10. Regularly review and make recommendations about changes to the charters
of other Board committees after consultation with the respective
committee chairs.

11. Obtain or perform an annual evaluation of the Governance and Nominating
Committee's performance and make applicable recommendations.

Nominee Selection

In recommending persons for nomination or election to the Board, the Committee
shall examine the characteristics, skills and experiences appropriate for the
Board and its individual members as well as the suitability of individual
nominee candidates. In evaluating the suitability of candidates, many factors
may be considered including, without limitation, general understanding of
marketing, finance and other disciplines relevant to the success of a publicly
traded company in today's business environment; understanding of the Company's
business and technology; educational and professional background; and personal
accomplishments. Candidates shall be evaluated in the context of the Board as a
whole, with the objective of maintaining a group that can best ensure the
success of the Company's business and represent shareholder interests. In
determining whether to recommend a director for re-election, the director's past
attendance at meetings and participation in and contributions to the activities
of the Board shall also be considered.

Appendix B

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
INVESTORS CAPITAL HOLDINGS, LTD.

CHARTER

Adopted October 9, 2000; Revised as of July 28, 2005

I. Purpose

The Corporation's bylaws authorize the Board of Directors (the "Board") to
designate an Audit Committee to exercise the power and authority of the full
board within a specified segment of the business and affairs of the Corporation.
In accordance therewith, the Board has established the Audit Committee. The
primary function of the Audit Committee is to assist the Board in fulfilling its
oversight responsibilities by reviewing the financial reports and other
financial information provided by the Corporation to any governmental body or
the public, the Corporation's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established, and the Corporation's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
Corporation's policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:

1. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control systems;

2. Review and appraise the audit efforts of the Corporation's independent
accountants; and

3. Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.

II. Composition

The Audit Committee shall be comprised of three or more directors as determined
from time to time by the Board, each of whom shall be an independent,
non-employee director and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of his or her independent judgment as a
member of the Committee. All members of the Committee shall have a working
familiarity with basic finance and accounting practices and, to the extent
possible, at least one member of the Committee shall have accounting or related
financial management expertise. Committee members shall be encouraged to enhance
their familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or, at the Corporation's expense, outside
consultants.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and whenever the Board determines to fill
any vacancies. Each member of the Committee shall serve as such at the pleasure
of the Board and, subject to earlier death, resignation or removal, until his or
her successor shall be duly elected and qualified. Unless a Chair is elected by
the Board, the members of the Committee may designate a Chair by majority vote
of the full Committee membership.

III. Meetings

The Committee shall meet at least once annually, and more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporation's financials.

IV. Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

1. Review and recommend to the Board revisions to this Charter as
conditions dictate.

2. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body or the
public, including any certification, report, opinion, or review
rendered by the independent accountants.

3. Review the regular internal reports to management prepared by the
accounting department and, to the extent applicable, management's
response.

4. Review with financial management and the independent accountants
reports on Forms 10-Q and earnings releases prior to their filing or
release. The Chair of the Committee may represent the entire Committee
for purposes of this review.

5. Recommend to the Board the selection of the independent accountants,
considering independence, effectiveness and cost, and approve the fees
and other compensation to be paid to the independent accountants. On an
annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Corporation's financial statements.

8. In consultation with the independent accountants, review the integrity
of the Corporation's financial reporting processes, both internal and
external.

9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants or management.

11. Establish regular and separate systems of reporting to the Audit
Committee by management and the independent accountants, regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such
judgments.

12. Following completion of the annual audit, review separately with
management and the independent accountants, any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.

13. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

14. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.

15. Ensure that management has the proper review system in place to verify
that the Corporation's financial statements, reports and other
financial information disseminated to governmental agencies and the
public satisfy legal requirements.

16. Review, with the Corporation's counsel, any legal matter that could
have a significant impact on the Corporation's financial statements.

17. Review, with the Corporation's counsel, legal compliance matters,
including corporate securities trading policies.

18. Perform any other activities in furtherance of the purposes, powers and
duties set forth above, consistent with the provisions of this Charter,
the Corporation's bylaws and governing law, as the Committee or the
Board deem necessary or appropriate.