EXHIBIT (H)(2)
FEE AGREEMENT
This Agreement by and between Sentinel Asset Management, Inc., a Vermont general
partnership located at One National Xxxx Xxxxx, Xxxxxxxxxx, XX 00000, and its
affiliates ("Sentinel") and Sentinel Group Funds, Inc., a Maryland corporation,
located at One National Xxxx Xxxxx, Xxxxxxxxxx, XX 00000, on behalf of the
Sentinel Common Stock Fund ("Fund") is dated as of August 23, 2006.
WHEREAS, the Fund's Board of Directors ("Board") on August 23, 2006 approved the
continuation of the Fund's Investment Advisory Agreement with Sentinel;
WHEREAS, in connection with the approval, Sentinel agreed to waive fees and/or
reimburse expenses to cap total annual expenses of the Class A shares of the
Fund for a limited period of time.
NOW THEREFORE, for good and valuable consideration, Sentinel and the Fund agree
as follows:
1. Sentinel shall waive fees and/or reimburse expenses so that the total annual
expenses of the Class A shares of the Fund shall not exceed 1.10% from December
19, 2006 through December 19, 2007.
2. The other Classes of shares of the Fund shall also benefit from this
Agreement to the extent Sentinel waives its advisory fees to meet its commitment
under this Agreement.
3. This Agreement may not be terminated prior to December 19, 2007 without
approval of a majority of the Fund's Board of Directors, and Sentinel shall not
be eligible to recoup any fees waived or expenses reimbursed under this
Agreement.
The parties have executed this Amendment to the Agreement effective as of the
date first set forth above.
SENTINEL GROUP FUNDS, INC. SENTINEL ASSET MANAGEMENT, INC.
/s/Xxxxxxxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------ -------------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & CEO President & CEO
