TRANSFER AND ASSUMPTION AGREEMENT
This Agreement is made and entered into as of March 31, 2006, by and
among Sentinel Advisors Company, a Vermont partnership ("TRANSFEROR"), and
Sentinel Asset Management, Inc., a Vermont corporation ("TRANSFEREE").
WHEREAS, Transferee and Transferor are both registered investment
advisers under the Investment Advisers Act of 1940, as amended;
WHEREAS, Transferee and Sentinel Asset Management Advisors, Inc. are
the sole partners of the Transferee;
WHEREAS, the Transferor is a party to the agreements set forth on
Schedule A to this Agreement ("Transferred Agreements");
WHEREAS, the Transferor desires to transfer and the Transferee desires
to assume the Transferred Agreements;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt, adequacy and legal sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
2. TRANSFER AND ASSUMPTION. Effective as of March 31, 2006 ("Effective
Time"), Transferor hereby transfers to Transferee all of Transferor's right,
title, benefit, privileges and interest in and to, and all of Transferor's
burdens, obligations and liabilities in connection with, each of the Transferred
Agreements ("Transfer"). Transferee hereby accepts the Transfer and assumes and
agrees to observe and perform all of the duties, obligations, terms, provisions
and covenants, and to pay and discharge all of the liabilities of Transferor to
be observed, performed, paid or discharged from and after March 31, 2006, in
connection with the Transferred Agreements.
3. PERFORMANCE. Transferee agrees to perform its duties under the
Transferred Agreements as of the Effective Time with essentially the same
personnel, equipment, vendors and offices as those used by the Transferor
immediately before the Effective Time.
4. FURTHER ACTIONS. Each of the parties hereto covenants and agrees, at
its own expense, to execute and deliver, at the request of the other party
hereto, such further instruments of transfer and assignment and to take such
other action as such other party may reasonably request to more effectively
consummate the assignments and assumptions contemplated by this Agreement.
5. ASSIGNMENT. No further transfer or assignment of the Transferred
Agreements may be made except pursuant to the terms of the Transferred
Agreements and consistent with applicable law.
6. WINDING UP, DEREGISTRATION AND DISSOLUTION. Transferee agrees that
subsequent to the Transfer, it shall carry on no business except the winding up
of its affairs and shall, as soon as practicable, deregister as an investment
advisor and dissolve.
6. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Vermont.
7. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the entire
understanding and agreement between the parties with respect to the transactions
contemplated by this Agreement and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or oral,
of any kind and every nature with respect to this Agreement. Any provision of
this Agreement may be amended, modified or waived in whole or in part at any
time by an agreement in writing between the parties executed in the same manner
as this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SENTINEL ADVISORS COMPANY SENTINEL ASSET MANAGEMENT, INC.
By:/s/ Xxxxxxxxx X. Xxxxxxxx By:/s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & President &
Chief Executive Officer Chief Executive Officer
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Exhibit A
Transferred Agreements
Investment Advisory Agreement between Sentinel Group Funds, Inc. and Sentinel
Advisors Company dated as of March 1, 1993, as amended
Investment Advisory Agreement between Sentinel Group Funds, Inc. and Sentinel
Advisors Company and the Advisor, dated as of January 13, 2000, as amended
Investment Advisory Agreement between Sentinel Group Funds, Inc. and Sentinel
Advisors Company dated as of June 1, 1997, as amended
Investment Advisory Agreement between Sentinel Group Funds, Inc. and Sentinel
Advisors Company dated as of December 12, 2002
Investment Subadvisory Agreement between Sentinel Advisors Company and Evergreen
Investment Management Company dated as of January 21, 2003
All other agreements in the name of Sentinel Advisors Company outstanding as of
the date of this Agreement.
