PORTFOLIO BY DESIGN
PREMIER ADVISOR
Investment Advisory Agreement
This Investment Advisory Agreement (“Agreement”) confirms the understanding between
, (the “Client”), Signator Investors, Inc.,
(“Signator”) and FundQuest, Inc. (“FundQuest”) regarding the Portfolio By Design
Program (the “Program”). This Agreement describes the terms under which SII will (i)
advise you on the allocation of your assets among certain investments available through
the Program; (ii) maintain a brokerage account for you on a fully disclosed basis through
a qualified clearing firm (“Custodian”); and (iii) buy or sell investments at your instruction.
The Client hereby agrees to the following terms and conditions:
INVESTMENT OBJECTIVE and ASSET ALLOCATION
The Program is based upon a review of the Client’s financial circumstances and
investment objectives as stated in the Client's responses to the Personal Investment
Profile Questionnaire (the “Questionnaire”). The Questionnaire is administered by a
Signator Investment Adviser Representative
(“IAR”) and responses to the Questionnaire are provided to FundQuest. The Client
responses to the Questionnaire will be used by FundQuest to prepare an investment
model recommending a fixed income to equity ratio of assets for the Client’s account, as
well as a target portfolio (“Target Portfolio”) that objectively correlates to the Client’s
Questionnaire responses. The Target Portfolio will allocate the Client's assets among
categories of investments (e.g., stocks, bonds, and cash) that are appropriate for an
investor with the Client’s investment objectives, risk tolerance, and investment time
horizons. The IAR may then, based upon his/her own understanding of Client’s financial
objectives and risk tolerance, modify the proposed Target Portfolio. The Target Portfolio
presented to the Client may be based upon the recommendations of FundQuest, upon
the IAR’s own recommendations, or upon a combination of both FundQuest’s and the
IAR’s recommendations. All mutual funds eligible for inclusion in the program will be
offered to Program participants on a no load or load-waived basis.
The Client’s Target Portfolio prepared by FundQuest and/or the IAR will include specific
investment recommendations suitable for each asset category in the Client’s Target
Portfolio. Specific investment recommendations may include mutual funds , general
securities (stocks and bonds) and/or separate individually managed accounts (“Separate
Accounts”) that are not affiliated with Signator (“Nonproprietary Investments”) and
mutual funds and/or Separate Accounts sponsored by affiliates of Signator (“Proprietary
Investments”) (together, the “Investments”). Proprietary Investments may not be
included as Investments in the Program for ERISA-covered retirement plans, IRAs or
other accounts subject to the prohibited transaction excise tax imposed by Section 49-75
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of the Internal Revenue Code (collectively “IRA accounts”). The Client acknowledges
that other investments not available through the Program may be suitable for an asset
category.
The IAR may make recommendations with respect to the investments included in the
Client’s Target Portfolio that differ from the recommendations provided by FundQuest.
The IAR’s recommendations may include, but are not limited to, mutual funds, general
securities and separate accounts. For accounts that are not IRA or ERISA accounts, the
IAR’s recommendations may include Proprietary Investments. For general securities
(stocks and bonds), the IAR is providing investment advise and recommendations but
not otherwise soliciting the transaction of general securities. The Client retains all
investment discretion and will make all decisions regarding investment transactions.
The Client represents that the responses to the Questionnaire are an accurate summary
of the Client’s financial circumstances and acknowledges that the responses to the
Questionnaire will be relied on by Signator and FundQuest in preparing the Client's,
Target Portfolio and recommended investments. The Client understands it is the Client’s
responsibility to notify Signator and the IAR of any material changes to the
Questionnaire responses and that any material changes to the responses could change
the Client's Target Portfolio and Investment recommendations.
More Information about John Hancock Financial Services, Signator and FundQuest:
Signator is a broker-dealer and investment adviser registered with the United States
Securities and Exchange Commission, and is affiliated with John Hancock Financial
Services, Inc. (“JHFS”). All customer accounts are maintained on a fully-disclosed basis
through National Financial Services, LLC (the “Custodian”). John Hancock Funds, an
affiliate of JHFS and Signator, is principal underwriter to those mutual funds that are
Proprietary Investments. In addition, proprietary separate accounts available in the
Program may be sponsored by affiliates of Signator. The Client understands that
Investments available through the Program may include Proprietary Investments and
that, with the Client’s approval, these Investments may be purchased for the Client’s
account. To help the Client make a decision concerning investments in Proprietary
Investments, the IAR has provided the Client with current prospectuses for proprietary
mutual funds and Forms ADV for proprietary separate accounts considered for
investment, together with information in this Agreement, in Signator’s Form ADV and in
the Target Portfolio prepared for the Client. These documents describe in detail the
investment advisory and other fees paid by the Client for investments in the Proprietary
Investments. Based on the information, which the Client acknowledges having received
and reviewed, the Client approves the purchase and sale of Proprietary Investments
listed in the Target Portfolio. Unless the Client has told us otherwise in writing, the Client
also represents that he/she is independent of and unrelated to JHFS or its affiliates. The
IAR will notify the Client of any change in the fees charged by Proprietary Investments at
which time the Client will have an opportunity to accept or reject any changed fees.
Should the Client reject these fees, they would arrange with the IAR to replace the
Proprietary Investment with another comparable investment. These affiliations do not
limit FundQuest's or Signator’s authority to provide information about any investment
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assets available in the Program. FundQuest, Inc. is a registered investment adviser and
is not affiliated with JHFS, John Hancock Funds or Signator.
Implementation of the Client’s Asset Allocation with the Funds: At the Client’s direction,
the IAR will implement the Client’s initial investment by investing Client Assets in the
Investments selected by the Client in connection with the Target Portfolio developed by
FundQuest and/or recommended by the IAR and selected by the Client. The Client may
accept, reject or modify any FundQuest or IAR recommendations. All initial and
subsequent investments are made only upon Client’s instructions. All subsequent
deposits into the Program will be deposited in a money market fund until the Client and
their IAR provide investment instructions.
TRADING AUTHORIZATION
The Client retains investment discretion over all assets held in the Client’s Account and
will make all decisions regarding the Investments made in connection with the Asset
Allocation. Neither FundQuest nor Signator have any authority to select the Asset
Allocation or Investments for the Client's Account.
Where the Client chooses a Separate Account as an investment in the Program, the
Client hereby represents that he/she understands that the Separate Account manager(s)
shall have full authority to supervise and direct the investment of the monies allocated by
the Client to the Separate Account without prior consultation with the Client. FundQuest
retains discretion, within the terms of this Agreement, to establish Separate Accounts
and to hire and fire Separate Account Managers to achieve the objectives of the
Program.
MINIMUM INITIAL INVESTMENT
The minimum initial investment for the Program is $100,000 (“Minimum Account Size”).
Signator or FundQuest may, in its sole discretion, terminate the Program if the Client
fails to maintain a balance of at least the Minimum Account Size. In such event, this
could result in a taxable event to the Client. Signator and FundQuest each have the right
to change the Minimum Account Size upon 60 days written notice to the Client. (Note: If
investing in Separate Accounts, the minimum initial investment for each Separate
Account investment manager must be met.)
REPORTS, STATEMENTS AND TAX CONSIDERATIONS: The Client understands that
primary trade confirmations, monthly account statements, annual reports and
prospectuses will be mailed directly to the Client from the custodian of the Program,
National Financial Services, LLC. The Client will also receive a statement at the end of
each calendar year providing the Client with the necessary forms required for tax
reporting relative to the Program. In addition, the Client will also receive a quarterly
statement from FundQuest. The Client recognizes that dividends, capital gains, transfers
and sales of mutual funds or separately managed accounts may create a taxable event
for the Client. Neither Signator nor FundQuest offers legal or tax advice and it is the
Client’s responsibility to consult with any legal or tax advisors regarding the suitability of
this investment for legal or tax purposes.
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The Client agrees does not agree that written or
electronic trade confirmations do not have to be sent of transactions in the Client’s
Program account but that such transaction data during each quarter may be included in
the quarterly report provided to the Client under this Agreement. The Client
acknowledges that if confirmations are not received, the Client may be less able to
monitor account activity. The Client may alter the above election as to confirmations at
any time by written notice to Signator and the IAR.
The Client agrees does not agree to authorize the
Separate Account Manager to receive and vote proxy statements on behalf of the client
for any accounts that utilize Separate Account Managers. The Client may alter the
above election as to confirmations at any time by written notice to Signator and the IAR.
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TERMINATION AND ACCESS TO MONEY IN THE ACCOUNT
The Client, Signator, or FundQuest may terminate this Agreement and the Client’s
participation in the Program at any time, for any reason upon written notice delivered by
the Client to Signator and FundQuest or by Signator and FundQuest to the Client. If the
Client terminates this Agreement within five days of entering the Agreement, the Client
will receive a complete refund of assets deposited in the Program. It is also understood
that only the Client (and the joint tenant, in the case of joint accounts) can withdraw
funds from the Client’s Program. The Client may withdraw any amount from the Program
in cash or in securities at any time.
PRIVACY
All information and advice communicated to any party shall be treated confidentially and
shall not be disclosed to unrelated parties except as required by law or pursuant to the
terms of this Agreement. In the course of performing their duties and obligations under
this Agreement, it will be necessary for Signator, IAR, FundQuest, National Financial
Services LLC and any separate account managers used to manage Client assets to
disclose to each other nonpublic, personal financial information collected from the Client.
The Client hereby authorizes such disclosure among the parties provided Signator, IAR,
FundQuest, National Financial Services LLC and any separate account managers used
to manage Client assets will use the Client’s nonpublic, personal information only as
necessary to carry out their respective duties under this Agreement. In addition, in the
instances where the Client account utilizes separate accounts, the Client authorizes the
transmission and storage of Client information to Checkfree Services Corporation, a third
party vendor. Client acknowledges receipt of Signator’s Privacy Policy.
ASSIGNABILITY
This Agreement shall not be assignable by any party without the prior written consent of
the other parties, except that Signator or FundQuest may transfer its rights and
obligations under this Agreement to any subsidiary, affiliate or successor by merger or
consolidation or otherwise if such transaction does not constitute an assignment for
purposes of the Investment Advisers Act of 1940. Transfers upon an event of death of
the Client will not be considered an assignment hereunder.
NON-EXCLUSIVE AGREEMENT
The Client understands that Signator, the IAR and FundQuest perform for other clients
services similar to those that will be provided to the Client, as well as other types of
investment related services. The Client recognizes that Signator, the IAR and
FundQuest may take actions and give advice that may differ from the advice given, or in
the timing and nature of the action taken with respect to the Client’s Program account.
Neither Signator, the IAR, FundQuest nor anyone associated with any of them shall
have any obligation to make or refrain from making for the Client’s account
recommendations, purchases, sales, or transfers of any investment which Signator, the
IAR or FundQuest may purchase, sell, or transfer for any other account or for the benefit
of anyone associated with them. The Client understands that transactions in any specific
investment may be executed at different times and prices for different client account(s).
The Client understands that Signator, the IAR and FundQuest may utilize different
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schedules as they relate to Program account fees; therefore, the costs of obtaining
services similar to those included herein may be more or less than those charged to
other clients or by other financial service providers.
LIMITATION OF LIABILITY
Neither Signator nor FundQuest nor any of their officers, directors, employees, agents,
affiliates, or others associated with the Program shall be liable for any loss incurred with
respect to the account, except where such loss directly results from such party's gross
negligence or willful misconduct. The Client also acknowledges and understands that
there is no guarantee of investment performance or results.
PRE-DISPUTE ARBITRATION AGREEMENT
The Client agrees that all controversies that may arise between or among the Client,
Signator, the IAR or FundQuest or any of their respective parents, subsidiaries, affiliates,
officers, directors, agents, or employees concerning any order or transaction, or the
continuation, performance or breach of this or any other agreement between or among
the Client, Signator, the IAR or FundQuest, whether entered into before, on, or after the
date of this Agreement, will be determined by arbitration by a panel of independent
arbitrators set up by either FINRA, or the American Arbitration Association, as the Client
may designate. If the Client does not notify Signator, the IAR or FundQuest, as the case
may be, in writing of his/her designation within five (5) days after he/she receives from
Signator, the IAR or FundQuest, as the case may be, a written demand for arbitration,
then the Client authorizes Signator, the IAR or FundQuest, as the case may be, to make
such designation on the Client’s behalf. The Client understands that judgment on any
arbitration award may be entered in any court of competent jurisdiction. The Client
further understands that:
Arbitration is final and binding on the parties;
The parties are waiving their right to seek remedies in court including the right to jury
trial;
Pre-arbitration discovery is generally more limited than and different from court
proceedings;
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; and
The panel of arbitrators will typically include a minority of arbitrators who were or are
affiliated with the securities industry.
Notwithstanding the above, you understand that FINRA Code of Arbitration Procedure
excludes class action matters from arbitration to the extent set forth below: No person
will bring a putative or certified class action to arbitration, nor seek to enforce any pre-
dispute arbitration agreement against any person who has initiated in court a putative
class action; or who is a member of a putative class who has not opted out of the class
with respect to any claims encompassed by the putative class action until: (i) the class
certification is denied; or
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(ii) the class is decertified; or (iii) the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any
rights under this Agreement except to the extent stated herein.
The provisions in this section shall not limit any rights you might otherwise have under
the Investment Advisers Act of 1940.
INDIVIDUAL RETIREMENT ACCOUNTS AND EMPLOYEE RETIREMENT INCOME
PLANS
With respect to a Client Account that is an individual retirement account subject to
section 408 of the Internal Revenue Code, the Client agrees and acknowledges that
Signator's recommendations are not the primary basis for its investment decisions and
that Signator is not a “plan fiduciary” as defined in section 4975 of the Internal Revenue
Code. If this Agreement is entered into by the Client as a trustee or other fiduciary
including but not limited to a person meeting the definition of “fiduciary” under the
Employee Retirement Income Security Act of 1974 (“ERISA”) of an employee retirement
income plan subject to ERISA, the Client (as such trustee or other fiduciary) represents
and warrants that the relevant governing instruments of such plan permit the Client’s
participation in the Program and that the Client is duly authorized to enter into this
Agreement. The Client agrees to furnish the parties with such documents and related
materials, as they shall reasonably request with respect to the foregoing. The Client
further agrees to advise them of any events that might affect this authority or the validity
of this Agreement. The Client additionally represents and warrants (i) that the governing
instruments provide that an “investment manager” as defined in ERISA may be
appointed and (ii) that the person executing and delivering this Agreement is a “named
fiduciary” (as defined in ERISA) who has the power under the plan to appoint an
investment manager.
PROGRAM FEES
Signator charges an annual service fee (the “Program Fee”) equal to a percentage of the
assets invested in the Client’s Account per the Fee Schedule on Page 8 of this
agreement. The Program Fee is based upon the investment option(s) being used to
manage the Client’s account. Mutual Funds and general securities will have a different
Program Fee than Separate Accounts. Signator and FundQuest each retain a portion of
the Program Fee as compensation for services provided to the Client’s Account.
Signator or FundQuest may, in their sole discretion, pay all or a portion of the Program
Fee to another party involved in providing services to the Client’s Account.
Program Fees are billed quarterly, in advance, based on the average daily balance of
the account during the prior quarter. Program Fees are debited from the account at the
start of each quarter. All unused pre-paid program fees will be credited (refunded) to the
Client’s account in the event of termination of this Agreement and/or account closing.
The Client account will only be charged for the actual days the account was managed.
The Client hereby authorizes FundQuest to instruct the Custodian, who may deduct
Program Fees automatically from the assets in the Client’s Program account without
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prior Client authorization unless otherwise specifically instructed in writing by the Client.
No invoicing of fees is permitted on qualified accounts. Fees on such accounts must be
debited automatically, as described above. Upon establishment of the account, the
Program Fee charged in advance will be pro-rated based on the days remaining in the
current quarter. Fees will be deducted from available cash or money market funds.
The Program does not charge set-up fees. The Client will pay any transaction or other
fees incurred by the partial liquidation of an account. For individual stocks and bonds
held in the Program as an accommodation, transaction fees are applied to all trades.
Program Fees for Mutual Funds and General Securities
The Program Fees for Mutual Funds and General Securities will be charged on the
percentage of the Client’s Program account assets invested in mutual funds. All
Investments in the mutual funds are subject to the terms of each of the applicable
prospectuses, including associated fees and underlying mutual fund expenses as fully
described in the prospectus. To the extent that mutual fund Investments included in the
Client’s Target Portfolio are Proprietary Investments, Signator or its affiliates may
receive investment advisory, administrative, marketing and transfer agent fees from the
mutual fund. The compensation received by Signator or its affiliates will vary depending
on the specific mutual fund in which the Client’s assets are invested. Neither Signator
nor its affiliates will receive any sales commissions or other charges, fees, discounts,
penalties, or adjustments in connection with the purchase, holding, exchange,
termination, or sale of any mutual fund shares included in the Investments other than
investment advisory, administrative, marketing and transfer agent fees. A conflict of
interest therefore exists that could affect the objectivity of investment selections for the
Client’s Target Allocation made by Signator or the IAR. Signator Investors, Inc. retains
12b-1 payments in non-retirement accounts while 12b-1 payments in retirement
accounts are passed through to the accounts. It is important to note that any 12b-1
payments made directly to Signator Investors, Inc. do not negatively impact client
account fees or performance. In addition, Signator may receive additional payments
from certain proprietary and non-proprietary Funds participating in its “Featured
Products” program. These fees vary depending on the mutual fund in which your assets
are invested and may decrease as the number of your transactions increases. Signator
and the IAR thus have an incentive to recommend that the Client invest in mutual funds
for which they receive higher fees, or recommend that the Client limit the number of
mutual fund transactions. Under no circumstances will FundQuest receive any fees from
the Funds. In addition, the Client will be charged $30 per equity transaction that is not
part of a separately managed account.
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Program Fees for Separate Accounts
The Program Fees for Separate Accounts will be charged on the percentage of the
Client’s Program account assets invested in Separate Accounts. The Separate Account
Fee includes fees for investment management, trading costs, clearing and custody.
Where the Separate Account is a Proprietary Investment, the Separate Account Fee is
paid to an affiliate of Signator. A conflict of interest therefore exists that could affect the
objectivity of investment selections for the Client’s Target Allocation made by Signator or
the IAR. Neither Signator nor its affiliates will receive any sales commissions or other
charges, fees, discounts, penalties, or adjustments in connection with the purchase,
holding, exchange, termination, or sale of any securities included in the Separate
Accounts. Under no circumstances will FundQuest receive any fees from the Separate
Accounts.
The remainder of this page is intentionally blank.
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FEE SCHEDULE Program Fees for Mutual Funds and General Securities
Maximum Annual Annual Program Fee
Mutual Fund Program for Mutual Funds
Market Value Fee
Less than $300,000 2.00% %
$300,000 - $599,999 2.00% %
$600,000 - $999,999 2.00% %
$3,000,000 and greater 2.00% %
If applicable, all of the above levels must be completed with actual client fee. In addition,
equity transactions that are not part of a separately managed account will be charged
$30 per transaction.
Program Fees for Equity and Balanced Separate Accounts
Annual Program Fee
Market Value Maximum Annual for Equity and Balanced
Program Fee Separate Accounts
Less than $300,000 3.00% %
$300,000 - $599,999 3.00% %
$600,000 - $999,999 3.00% %
$1,000,000 – $2,999,999 3.00% %
%
3.00%
$3,000,000 and greater
If applicable, All of the above levels must be completed with actual client fee.
Program Fees for Fixed Income Separate Accounts
Annual Program Fee
Market Value Maximum Annual for Fixed Income
Program Fee Separate Accounts
Less than $300,000 2.50% %
$300,000 - $599,999 2.50% %
$600,000 - $999,999 2.50% %
$1,000,000 – $2,999,999 2.50% %
If applicable, All of the above levels must be completed with actual client fee.
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Note: A Client will be charged the Program Fee for Mutual Funds for those assets
invested in mutual funds and will be charged the Program Fee for Separate Accounts for
those assets invested in separate accounts.
SOURCE OF FUNDS
Please list the source of the funds that will fund this account. All applicants must
complete this section. If the account will be funded with cash, please indicate “cash”. If
account will be funded with a transfer, please indicate asset name and share class and
please note the “ACKNOWLEDGEMENT DUE TO FUNDING ACTIVITY” section.
Asset name and share class (if applicable)
Note: If more space in needed please attach a sheet to this application.
ACKNOWLEDGEMENT OF CHARGES DUE TO FUNDING ACTIVITY
By signing this Investment Advisory Agreement, the Client acknowledges that the effect
of the liquidation of any of the following assets used to fund this account, including the
impact of any contingent deferred sales charge, surrender charge or other cost, has
been fully explained to the Client by the Investment Advisor Representative:
• “A” shares of mutual funds purchased within the past two years;
• “B” or “C” mutual fund shares subject to any contingent deferred sales charges;
• Variable annuity contracts subject to surrender charges;
• Any other investment subject to surrender charger or any other liquidation cost
Additionally, the Client acknowledges that, if establishing a non-retirement Program, the
sale of any assets used to fund this Program may create a taxable event for the Client.
RECEIPT OF THE ADV, PART II AND BROCHURE
The Client has received the disclosure documents entitled the ADV, Part II for Signator
and FundQuest, and the Brochure describing the Program. In addition, if Separate
Accounts are being utilized, the Client has received a copy of Form ADV, Part II for all
applicable Separate Account Managers.
ENTIRE AGREEMENT; GOVERNING LAW
This agreement, together with the National Financial Services brokerage account
customer agreement, represent the entire agreement between the parties with respect to
the subject matter hereof and shall be governed by, and construed and enforced under
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the laws of the Commonwealth of Massachusetts, without regard to conflict of laws. If
any provision of this Agreement is or becomes inconsistent with any law or rule of any
governmental or regulatory body having jurisdiction over the subject matter of this
Agreement, the provision will be deemed rescinded or modified in accordance with such
la w or rule. In all other respects, this Agreement will continue in full force and effect.
A party’s failure to insist at any time on strict compliance with this Agreement or with any
of the terms of the Agreement or any continued course of such conduct on its part is not
a waiver by such party of its rights or privileges. Headings and captions are for
convenience of reference only and are not part of this Agreement.
Signator shall have the right to amend or modify this Agreement upon not less than thirty
(30) days written notice to you. Any such amendment or notification shall be effective as
of a date to be established by Signator in such written notice.
By signing below, I specifically acknowledge that this account is governed by a pre-
dispute arbitration clause (which is found on Page 4 & 5), and that I have received
copies of:
• This Investment Advisory Agreement;
• The NFS Customer Account Agreement;
• Signator’s Privacy Policy;
• The Prospectus or Offering Statement for each mutual fund selected in the
Target Portfolio;
• Form ADV, Part II or comparable disclosure brochure for the manager of each
applicable Separate Account; and
• Form ADV, Part II for Signator and FundQuest or comparable disclosure
brochures.
Client Name (please print) Client Signature
Date
Client Name (please print) Client Signature
Date
Representative Name (Please Print) SII MF ID No. Representative Signature
Date
Check here if this is a split rep number and give name of additional representative:
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Accepted and Confirmed:
Signator Investors, Inc. 197 Clarendon Street Boston, MA 02116
By:
Broker/Dealer Principal Name Title Date
Accepted and Confirmed:
FundQuest Incorporated 125 High Street Boston, MA 02110
By:
Broker/Dealer Principal Name Title Date
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