Amendment
The Investment Advisory Agreement by and between Sentinel Group Funds, Inc. and
Sentinel Advisors Company dated March 1, 1993 ("Agreement") is hereby amended as
of February 1, 2006 to delete Paragraph 3 "Compensation of Advisors" and replace
it with the following:
"3. COMPENSATION OF ADVISOR
As compensation in full for services rendered under this Agreement,
Funds will pay to Advisor a monthly fee determined as follows:
FUND FEE
Balanced 0.55% per annum on the first $200 million of
its average daily net assets; 0.50% per annum
on the next $200 million of such assets; 0.45%
per annum on the next $600 million of such
assets; 0.40% per annum on the next $1 billion
of such assets; and 0.35% per annum on such
assets over $2 billion
Common Stock 0.70% per annum on the first $500 million of
the Fund's average daily net assets; 0.65% per
annum on the next $300 million of such assets;
0.60% per annum on the next $200 million of
such assets; 0.50% per annum on the next $1
billion of such assets; and 0.40% of such
assets over $2 billion
Government Securities(1) 0.55% per annum on the first $200 million of
the Fund's average daily net assets; 0.50% per
annum on the next $200 million of such assets;
0.45% per annum on the next $600 million of
such assets; 0.40% per annum on the next $1
billion of such assets; and 0.35% on such
assets in excess of $ 2 billion
International Equity 0.70% per annum on the first $500 million of
the Fund's average daily net assets; 0.65% per
annum on the next $300 million of such assets;
0.60% per annum on the next $200 million of
such assets; 0.50% per annum on the next $1
billion of such assets; and 0.40% of such
assets over $2 billion
Mid Cap Growth 0.70% per annum on the first $500 million of
the Fund's average daily net assets; 0.65% per
annum on the next $300 million of such assets;
0.60% per annum on the next $200 million of
such assets; 0.50% per annum on the next $1
billion of such assets; and 0.40% of such
assets over $2 billion
New York Tax-Free Income(1) 0.55% per annum on the first $200 million of
the Fund's average daily net assets; 0.50% per
annum on the next $200 million of such assets;
and 0.45% per annum on such assets in excess of
$400 million
Short Maturity Government(1) 0.55% per annum on the first $200 million of
the Fund's average daily net assets; 0.50% per
annum on the next $200 million of such assets;
0.45% per annum on the next $600 million of
such assets; 0.40% per annum on the next $1
billion of such assets; and 0.35% on such
assets in excess of $ 2 billion
Small Company 0.70% per annum on the first $500 million of
the Fund's average daily net assets; 0.65% per
annum on the next $300 million of such assets;
0.60% per annum on the next $200 million of
such assets; 0.50% per annum on the next $1
billion of such assets; and 0.40% of such
assets over $2 billion
Tax-Free Income(1) 0.55% per annum on the first $200 million of
the Fund's average daily net assets; 0.50% per
annum on the next $200 million of such assets;
and 0.45% per annum on such assets in excess of
$400 million
U.S. Treasury Money Market 0.40% per annum on the first $300 million of
the Fund's average daily net assets; and 0.35%
per annum on such assets in excess of $300
million
(1) When determining the breakpoint for the advisory fee for the Government
Securities Fund, its assets are aggregated with the New York Tax-Free Income,
Short Maturity Government and Tax-Free Income Funds. In determining the
breakpoint for the advisory fee for the New York Tax-Free Income Fund, its
assets are aggregated with the Government Securities, Short Maturity Government
and Tax-Free Income Funds. In determining the breakpoint for the advisory fee
for the Short Maturity Government Fund, its assets are aggregated with the
Government Securities Fund, New York Tax-Free Income and Tax-Free Income Funds.
In determining the breakpoint for the advisory fee for the Tax-Free Income Fund,
its assets are aggregated with the Government Securities, New York Tax-Free
Income and Short Maturity Government Funds.
The amounts payable to Advisor shall be based upon the value of the net assets
as of the close of business each day. Such amounts shall be prorated among the
several classes of shares of Funds in proportion to their respective daily net
asset values and shall be paid monthly."
The parties have executed this Amendment to the Agreement effective as of the
date first set forth above.
SENTINEL GROUP FUNDS, INC. SENTINEL ADVISORS COMPANY
---------------------------- --------------------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
-2-
