Amendment
The Investment Advisory Agreement by and between Sentinel Group Funds, Inc. and
Sentinel Asset Management, Inc. (as successor to Sentinel Advisors Company)
dated March 1, 1993 ("Agreement") is hereby amended as of May 4, 2007 by
deleting and replacing Paragraph 3 "Compensation of Advisor" 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
Capital 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
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
Georgia Municipal Bond 0.45% per annum on the first $1 billion of the Fund's
average daily net assets; 0.40% per annum on the next $1
billion of such assets; and 0.35% on such assets in excess
of $ 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
Growth Leaders 0.90% per annum on the first $500 million of the Fund's
average daily net assets; 0.85% per annum on the next $300
million of such assets; 0.80% per annum on the next $200
million of such assets; 0.70% per annum on the next $1
billion of such assets; and 0.60% of such assets over $2
billion
Fund Fee
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
Mid Cap Value 0.75% 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
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
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 Short Maturity Government
Fund. In determining the breakpoint for the advisory fee for the Short Maturity
Government Fund, its assets are aggregated with the Government Securities Fund.
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 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 ASSET MANAGEMENT, INC.
/s/ Xxxxxxxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxxxxxx
_________________________ _________________________
Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
