INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 13th day of January, 2000, by and between
Sentinel Group Funds, Inc., a Maryland corporation and a registered series
investment company under the Investment Company Act of 1940, one series of which
is the Sentinel Flex Cap Opportunity Fund (hereinafter called the "Fund"), and
Sentinel Advisors Company, a Vermont general partnership, and a registered
investment adviser under the Investment Advisers Act of 1940 (hereinafter called
"Advisor").
WITNESSETH:
In consideration of the mutual promises and agreements herein contained and
other good and valuable considerations, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
1. Management of Flex Cap Opportunity Fund Portfolio
Advisor agrees to act as investment adviser to the Fund with respect to the
investment of its assets and in general to supervise the investments of the
portfolio of the Fund, subject at all times to the direction and control of the
Board of Directors of Sentinel Group Funds, Inc. all as more fully set forth
herein. In connection therewith, Advisor shall regularly provide investment
advice to the Fund, and shall, subject to the succeeding provisions of this
section, continuously supervise the investment and reinvestment of cash,
securities or other property comprising the assets of the investment portfolio
of the Fund, and Advisor shall accordingly:
(a) provide continuously an investment program for the Fund consistent, in
its opinion, with its investment policy and objectives; and
(b) determine what securities shall be purchased or sold by the Fund, and
regularly report thereon to the Board of Directors of Sentinel Group Funds,
Inc.; and
(c) take, on behalf of the Fund, all actions which appear to Advisor
necessary to carry into effect such investment programs and supervisory
functions as aforesaid including the placing of purchase and sale orders.
It is contemplated that Advisor will meet its obligations hereunder by
engaging a subadvisor to provide a complete investment program for the Fund and
to place all purchase and sale orders for the Fund, although Advisor is not
obligated to do so at all times in the future.
The investment program provided by Advisor under this section, or any
supervisory functions taken hereunder by it shall at all times conform to, and
be in accordance with, any requirements imposed by: the provisions of the
Investment Company Act of 1940 (the "1940 Act"), and any rules or regulations in
force thereunder, any other applicable provision of law, the provisions of the
Articles of Incorporation of Sentinel Group Funds, Inc. as amended from time to
time, the provisions of the By-Laws of Sentinel Group Funds, Inc. as amended
from time to time, resolutions as adopted and/or amended from time to time by
the Board of Directors of Sentinel Group Funds, Inc., and the terms of the
registration statements of Sentinel Group Funds, Inc., as amended from time to
time, under the Securities Act of 1933 and the 1940 Act.
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2. The Fund to Bear Other Expenses
It is understood and agreed that the Fund, in addition to the advisory fee
paid to Advisor set forth in Article 3 below, will bear and pay for its expenses
of operation including its (i) rent and office equipment, if any; (ii) salaries
and employee benefits including applicable employment and payroll taxes of its
own administrative and executive personnel who are not affiliated with Advisor,
if any; (iii) brokerage commissions and other costs in connection with the
purchase or sale of securities; (iv) all taxes and corporate fees payable by the
Fund to federal, state or other governmental agencies; (v) fees and costs of its
transfer agent, fund accounting and financial administration service provider,
custodian, registrar, independent legal counsel and auditors; (vi) expenses of
printing and mailing stock certificates, dividends, reports, notices and proxy
materials to its shareholders; (vii) fees and expenses incident to the
registration and maintenance of registration under the Securities Act of 1933 of
shares of the Fund for public sale (other than costs of printing prospectuses
for prospective new shareholders) and the qualification of its shares for
offering and sale under state or other securities laws; (viii) fees and expenses
imposed on the Fund under the 1940 Act; (ix) insurance premiums for fidelity
bonds and other coverage to its operations; (x) all expenses incident to holding
of meetings of its shareholders; (xi) fees and expenses of directors who are not
affiliated with Advisor; (xii) its pro rata share of fees and dues of the
Investment Company Institute; and (xiii) such non-recurring expenses as may
arise, including actions, suits or proceedings, affecting the Fund and the legal
obligation which the Fund may have to indemnify its officers and directors with
respect thereto.
3. Compensation of Advisor
As compensation in full for services rendered under this Agreement, the
Fund will pay to Advisor a monthly fee, in arrears, equal to 0.90% per annum of
aggregate daily average net assets of the Fund.
4. Guarantee of Expense Limitation
If, for any fiscal year of the Fund, expenses (including management fee and
costs incident to its regular and executive personnel, but excluding interest,
taxes, brokerage fees and, where permitted, extraordinary expense) borne by the
Fund exceed expense limitations applicable to each class of shares of the Fund
which are imposed by state securities regulators as such limitations may be
lowered or raised from time to time, Advisor guarantees that it will reimburse
the Fund for any excess. The portion of any such reduction to be borne by
Advisor shall be deducted from the monthly investment advisory fee otherwise
payable to Advisor and, if such amount should exceed such monthly investment
advisory fees, Advisor agrees to repay to the Fund annually before publication
of Sentinel Group Funds, Inc.'s annual report to shareholders such sum as may be
required to make up the deficiency. For the purpose of this article, the term
"fiscal year" shall include the portion of the then current fiscal year which
shall have elapsed at the date of termination of this Investment Advisory
Agreement.
5. Placing of Purchase and Sale Orders
Advisor shall not deal as principal with the Fund in the purchase and sale
of portfolio securities nor shall it receive any commissions or other
remuneration on the purchase or sale of portfolio securities by the Fund.
Advisor is authorized and directed to place the orders for the purchase and
sale of portfolio securities by the Fund and to supervise the executions
thereof. Advisor is
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specifically authorized to delegate this duty and power to a subadvisor which it
may engage to provide a complete program of investment management to the Fund.
With respect to such transactions, whether through a broker as agent or with a
dealer as principal, Advisor's primary objective is to both obtain the best
price and execution of each transaction. Such orders may be placed with
qualified brokers and/or dealers who also provide investment information or
other services to the Fund. It is contemplated that while Xxxx Xxxxx Management,
Inc., acts as subadvisor to the Fund, the subadvisor may execute its commission
brokerage trades through a broker dealer with which it is affiliated. Management
shall report to the Directors of Sentinel Group Funds, Inc. at least quarterly
on said allocations of order and on the brokerage commissions and/or dealer
concessions involved, indicating to whom such allocations are made and the basis
thereof.
6. Nonexclusivity
Advisor's services to the Fund hereunder are not to be deemed exclusive and
Advisor shall be free to render similar services to others, so long as its
services hereunder are not impaired thereby.
7. National Life Services
National Life Insurance Company and its subsidiaries may furnish to
Advisor, in order to better enable it to fulfill its obligations hereunder,
office space, personnel and other services as are requested by Advisor, in all
cases for a reasonable charge. Advisor will present the details of any such
arrangements to the Board of Directors of Sentinel Group Funds, Inc.
8. Affiliations of Advisor
It is understood that the directors and officers of Sentinel Group Funds,
Inc. may be directors or officers of Advisor or an entity under common control,
including National Life Insurance Company, Provident Mutual Life Insurance
Company of Philadelphia, or any affiliate of either, or otherwise be interested
in Advisor, and that the existence of such dual interest shall not affect the
validity of this Agreement or any transactions hereunder.
9. Liability of Advisor
In the absence of willful misfeasance or bad faith on the part of Advisor,
it shall not be subject to liability to the Fund or Sentinel Group Funds, Inc.,
or to any stockholder of the Fund or Sentinel Group Funds, Inc. for any act or
omission in the course of, or in connection with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.
10. Duration of this Agreement
This Agreement shall become effective upon the date set forth above and
shall continue in force and effect, unless terminated as hereinafter provided,
until November 30, 2000, and from year to year thereafter, provided such
continuance is specifically approved at least annually by the Board of Directors
of Sentinel Group Funds, Inc., including specific approval (i) by a majority of
the Directors who are not interested persons of a party to this Agreement (other
than as Directors of Sentinel Group Funds, Inc.) by votes cast in person at a
meeting specifically called for such purpose (Director
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vote) or (ii) as to the Fund by a vote of a majority of each class of shares of
the Fund and a Director vote.
11. Termination
This Agreement may be terminated by Advisor at any time without penalty
upon giving Sentinel Group Funds, Inc. sixty (60) days' written notice (which
notice may be waived by Sentinel Group Funds, Inc.) and may be terminated by
Sentinel Group Funds, Inc. at any time without penalty upon giving Advisors
sixty (60) days' written notice (which notice may be waived by Advisor),
provided that such termination by Sentinel Group Funds, Inc. shall be approved
by the vote of a majority of the Board of Directors of Sentinel Group Funds,
Inc. in office at the time or by the vote of a majority of the outstanding
voting securities of the Fund. This Agreement shall automatically terminate in
the event of its assignment, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the 1940 Act.
12. Notification of Changes in Advisor
Advisor will notify Sentinel Group Funds, Inc. of any change in the
identities of the partners of Advisor within a reasonable time after such
change.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers and their corporate seals to be
hereunder affixed, all as of the day and year first above written.
Attest: SENTINEL GROUP FUNDS, INC.
/s/ D. Xxxxxxx Xxxxxx BY: /s/ Xxxxxxx X. Xxxxx
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D. Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxx,
Secretary Chairman
Attest: SENTINEL ADVISORS COMPANY
/s/ Xxxx X. Xxxxxxx BY: /s/ Xxxxxx X. Xxxx
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxx,
Secretary Chief Executive Officer
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