Broker Check

(607) 733-2047

ADV Agreement

WILLIAMS CAPITAL CORPORATION

215 W Water St., Elmira NY 14901-2912

(607)733-2047

                                                  Client Advisory Services Agreement

Please print:



Client Name(s)


Investment Advisor Representative (IAR) Name(s)


Date


Clients that would like to receive an additional copy of this agreement: Requests of this nature should be submitted in writing to the IAR Mailing Address (as seen above). Clients should receive a copy of the agreement within 10 days of their request.



WILLIAMS CAPITAL CORPORATION

Client Advisory Services Agreement

THIS AGREEMENT IS MADE BY AND BETWEEN THE CLIENT(S), THE INVESTMENT ADVISOR REPRESENTATIVE (IAR) AND WILLIAMS CAPITAL CORPORATION (WCC)

I. SERVICES TO BE PERFORMED:

The IAR agrees to consult with the Client for the purpose of acquiring information concerning the Client's assets, liabilities, present and future foreseeable obligations, present and future income, Client's desired financial goals, and Client's tolerance for risk as well as other data related to the foregoing. The Client agrees to provide such information and data to the IAR. In addition, the Client hereby certifies that to the best of his/her knowledge such information is true, accurate and complete. All such information provided to the Advisor and IAR by the Client shall be treated as confidential, unless disclosure is required by law, regulation or court order.

In reliance upon the accuracy and completeness thereof, the Advisor, as indicated by the placement of the Client's initials next to service description, agrees to furnish the client with one or more of the services listed below. Such services are described in detail on the attached Schedule A:

A. Services available for hourly or fixed fees:

(Client initials)

Check all that apply:


Budgeting and Cash Flow Analysis

Income Tax Planning

Education Planning

Retirement Planning

Estate Planning

Investment Analysis and Planning

Fringe Benefit Analysis

Quarterly Financial Reviews

Financial Planning

II. FORM ADV II DELIVERY:

The Client hereby acknowledges, by his/her signature set to this agreement, that the Client has received the WCC Form ADV II, attached hereto and made a part of this Agreement, in accordance with Rule 204-3 of the Investment Advisors Act of 1940. (Client initial one only)


The Client acknowledges that he/she has fully read and understood the contents of the Form ADV II forty eight (48) hours prior to entering into this agreement for the services of the Advisor.

The Client acknowledges that he/she has fully read and understood the contents of the Form ADV II at the time this agreement is executed. As such, the client will have the opportunity to rescind this contract within five (5) days without penalty.


III. CONFIDENTIALITY


All information and recommendations furnished by either Client or Advisor and its IARs to the other shall at all times be treated in strict confidence and shall not be disclosed to third persons, with the following exceptions: as may be required by law, upon the prior written approval of the other party to this Agreement or in accordance with the Advisor's Privacy Policy, as stated in Section VII. (I) of the Agreement. Advisor and IAR are hereby given absolute authority by Client to disclose, provide copies of, and communicate information obtained from Client or developed by Advisor and its IAR to:

Family Member(s) Password

Accountant(s) Password

Attorney(s) Password

Tax Professional(s) Password

Other financial professional(s) Password

Other (describe relationship) Password


Client should provide passwords to each person authorized to receive the Clients�½ confidential information. This will assist the IAR and WCC to properly identify these person(s), prior to releasing confidential information.



IV. FEE STRUCTURE


1. Services available for hourly or fixed fees: (maximum hourly rate - $250.00 per hour)

If the Client engages the IAR and Advisor for any of the services described in Service 1, the Client shall be billed at:

A. Fee: (check one)


$ per hour for an estimated total of hours.

The initial estimate* of the total fee is approximately $


$ fixed fee

* Actual fee may be lower or higher than the estimated amount.



B. Payment: (check one)


The client has made an initial payment of $ and agrees to pay any balance due upon delivery of the plan, recommendations or otherwise at the conclusion of the services. Execution of this agreement by WCC is acknowledgement that WCC has received the initial deposit.

The full amount is due upon either a) the delivery of the plan, b) completion of these service(s) or c) an invoice being sent to the client, requesting payment.

Clients should make checks payable to WILLIAMS CAPITAL CORPORATION


V. THE USA PATRIOT ACT AND WHAT IT MEANS FOR YOU

The USA PATRIOT Act, which is part of the United States Justice Department's Anti Money Laundering regulations, is a tool designed 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 open an account. These relatively new rules have and will continue to impact the way we do business. We all must comply with and adhere to these rules to protect our customers, our firms, and our country.

What this means for you: When you open an account with Securities Service Network, Inc. (IARs broker/dealer), you will be asked for your name, address, date of birth, and other information that will allow SSN to identify you. Please note that SSN may also need proof of your identity by obtaining a photocopy of your driver's license, social security card or passport, or other government issued identification. Information obtained from you may be shared with third parties in order to verify your identity, in compliance with this federal law.

DISCLOSURES / CONFLICTS OF INTEREST:

Fees: At no time is the Client required to pre-pay fees.

Transaction Costs: Fees payable for the services rendered do not include prototype, set-up or custodial fees, which may be assessed in connection with the establishment of a brokerage account for an individual retirement account. The client acknowledges that the mutual funds in which the account will be invested incur management fees and other internal expenses as described in the prospectus. Clients are strongly encouraged to carefully read the prospectuses.

Registration: WCC represents and warrants that it is registered as an Investment Advisor in NY & PA and is exempt from SEC registration.

General: The IAR is a registered representative of Securities Service Network, Inc., of Knoxville, Tennessee, an NASD registered broker-dealer. As such, the IAR is capable of executing securities transactions through Securities Service Network, Inc. As a result, the IAR may from time to time receive commissions and other payments, including 12b-1 fees, generally received with respect to the sale of investment products. As a result, an inherent conflict of interest may exist. The IAR shall fully disclose the receipt of any such commissions or other payments to the Client.

It is expressly understood and agreed that WCC and Securities Service Network, Inc. will not give Client any legal advice, nor will either prepare any legal documents for the Client.

In addition, some IARs are also properly licensed or qualified to offer the following products/services:

  • Prepare income tax returns

  • Sell insurance products

  • Provide accounting services

  • Provide legal advice

  • Provide real estate services

All such services are offered independent of WCC and SSN. Any fees paid to an IAR in connection with a real estate transaction are not part of this Agreement. WCC and SSN will not receive any compensation from any real estate transactions.

Client's Responsibilities: Client agrees to provide financial information regarding pertinent matters as requested by IAR. Client also agrees to discuss needs and goals and projected future needs candidly with IAR and to keep IAR informed of changes in Client's situation, financial needs, and goals. Client acknowledges that IAR cannot adequately perform its service on Client's behalf unless Client performs such responsibilities on their part and that the IARs analyses and recommendations are based on the information provided by Client. WCC and IARs shall not be required to verify any information obtained from Client, Client's attorney, accountant, or other advisers.

Privacy Policy: In order to facilitate the servicing of our client's account, WCC may receive nonpublic personal information about our clients from the following sources:

  • Information we receive from the client on applications, account opening documents or other forms;
  • Information about the client's transactions with SSN or other firms;
  • Information WCC receives from a consumer reporting agency; and
  • From other sources with the client's consent or with the consent of the client's registered representative.

WCC employees will confirm the identity of any caller requesting client information by asking the caller to provide two or more of the following: birth date, tax identification number, street address, mother's maiden name or telephone number. Since the mother's maiden name is identified on the SSN Account Form as the Account Password, it will be used as a primary identifier when the account is in the name of an individual.

WCC does not disclose any nonpublic personal information about our clients to anyone, except as permitted by law. Such disclosure may include the following:

  • Affiliates, including affiliated service providers (for example, insurance agencies for processing of insurance applications on the client's behalf);
  • Government agencies and law enforcement officials (for example, for tax reporting or under a court order); and
  • Other organizations, with the client's consent or as directed by the client's registered representative (for example, the client's accountant or attorney's firm for tax preparation or estate planning).

WCC restricts access to personal and account information to those of its employees who need to know that information to provide products or services to the client or representative. WCC maintains physical, electronic, and procedural safeguards to guard your nonpublic personal information. Removing client files, client lists, client related documents or electronic data concerning clients from the premises without management approval is strictly prohibited.

WCC will continue to adhere to these privacy policies and practices when a client decides to close an account or become an inactive customer.

J. Qualified Accounts: As required by Federal law, Client certifies under penalty of perjury that (1) the information provided by the Client(s) as to the Account is true, correct and complete, (2) that the number(s) shown below are the Client(s)'s true taxpayer identification number(s) and (3) that the Client(s) is not subject to backup withholding as a result of failure to report all interest or dividends, or the Internal Revenue Service has notified the Client(s) that they are no longer subject to backup withholding.

K. Fiduciaries: The Client understands that if this Agreement is entered into by a trustee or other fiduciary, including, but not limited to, someone meeting the definition of "fiduciary" under the Employee Retirement Income Security Act of 1974 ("ERISA") or an employee benefit plan subject to ERISA, such trustee or other fiduciary represents and warrants that the Client's participation in this Agreement is authorized by the trust, agreement or other documentation which establishes the fiduciary relationship.

L. Modification: This Agreement may not be modified except in a writing signed by all parties.

M. Assignment: This Agreement may not be assigned or transferred without the prior written consent of all parties.

N. Joint and Several Obligations: In the event that more than one (1) person executes this Agreement as Client, each person signing as Client agrees to be jointly and severally bound by each obligation assumed by the Client hereunder. In addition, the IAR may act upon instructions from any account holder.

O. Termination: The IAR and Advisor or the Client may terminate this Agreement at any time on thirty (30) days prior notice. Upon the death of either party this Agreement shall automatically terminate. Notice shall be in writing and delivered to the appropriate parties last known address. Such fees as have been earned by the Advisor shall be paid within fifteen (15) days of the termination of this Agreement. Unearned prepaid fees shall be refunded to the Client. Other than any refund due, WCC will have no obligation to the Client under this Agreement after termination.


VII. GOVERNING LAW:


This Agreement is governed by the laws of the State of New York, which is where WCC is located, and applicable federal law. If this applicable law does not allow all of the Agreements contained herein, the ones that are not allowed will be void. The rest of the Agreement will still be valid.


VIII. NASD ARBITRATION AGREEMENT:

a. Arbitration is final and binding on the parties.

b. The parties are waiving their right to seek remedies in court, including the right to jury trial.

c. Pre-arbitration discovery is generally more limited than and different from court proceedings.

d. The arbitrators award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

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 for bringing 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.

No person shall bring a punitive or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a punitive class action who has not opted out of the 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 court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

IX. SIGNATURES:


In Witness whereof, the parties have hereunto set their hands pursuant to due authority as of the date first set forth below. The undersigned has/have carefully read the terms and conditions governing this agreement. The undersigned Client(s) acknowledges having received a copy of this entire Agreement at the time of signing.


Client Signature Joint Client Signature


Client Social Security Number or TIN Joint Client's Social Security Number or TIN


Date Date


Investment Advisor Representative Signature Accepted on behalf of WCC by




Date Date


SCHEDULE A

Please consult WCC's answer to Part II Question 1.D. on Schedule F of Form ADV for more details of these services.

Budgeting and Cash Flow Analysis: The IAR/Advisor shall prepare a detailed budget and cash flow analysis for the client. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Income Tax Planning: The IAR/Advisor shall prepare detailed tax advice and recommendations, including generic investment recommendations, based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Education Planning: The IAR/Advisor shall prepare a detailed financial plan, including generic investment recommendations, relating to the funding of educational expenses for the Client or the Client's children or other dependents. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Retirement Planning: The IAR/Advisor shall prepare a detailed financial plan, including generic investment recommendations, dealing with the Client's financial concerns relating to retirement. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Estate Planning: The IAR/Advisor shall prepare a detailed financial plan, including generic investment recommendations, dealing with the Client's financial concerns relating to the final disposition of their estate. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Investment Analysis and Planning: The IAR/Advisor shall prepare a detailed analysis of the Client's current financial situation and a detailed financial plan, including generic investment recommendations, based upon this analysis. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Fringe Benefit Analysis: The IAR/Advisor shall prepare a detailed analysis, including generic investment recommendations, of the fringe benefits offered by the Client, if the Client acts as an employer, or received by the Client, if the Client acts as an employee. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor.

Quarterly Financial Reviews: The IAR/Advisor will make available an annual review of the Client's investments. The review will involve providing applicable investment recommendations. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor. This service is strongly recommended to those clients who are engaging the IAR/Advisor to provide those services described in items 10 and 11 on this Schedule A.

Financial Planning: The IAR/Advisor will provide a quarterly review of the Client's investments. The review will involve the providing of generic investment recommendations. Such analysis will be based upon the information provided to the IAR/Advisor by the Client and independent research conducted by the IAR/Advisor. This service is strongly recommended to those clients who wish to receive an overall financial plan.

No Load Portfolio Management: The IAR/Advisor shall select appropriate investments from a universe of "no load" or load waived mutual funds. Such investment choices shall be based upon the suitability information provided to the IAR/Advisor by the Client and independent research, as described in SSN's answer to Part II Question 1.D. of Form ADV, conducted by the IAR/Advisor. Such investment choices shall be based upon the suitability information provided to the IAR/Advisor by the Client.

Investment of Assets: The IAR/Advisor shall select investments from a universe of mutual funds, individual stocks, bonds, money market funds, real estate and other appropriate investments as described in WCC's answer to Part II Question 1.D. of Form ADV. Such investment choices shall be based upon the suitability information provided to the Adviser by the Client.