FEE AGREEMENT
This Agreement by and between Sentinel Advisors Company, 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 December 19, 2005.
WHEREAS, the Fund's Board of Directors ("Board") on August 24, 2005 and its
shareholders on November 21, 2005 approved an amended advisory fee schedule for
the Fund, which is effective December 19, 2005 ("Effective Date");
WHEREAS, in connection with the new advisory fee schedule, the Board requested
and Sentinel agreed to agree 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 following the Effective Date.
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, 2005 through December 19, 2006.
2. The Class B and Class C 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, 2006 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 ADVISORS COMPANY
/s/ CWT /s/ CWT
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Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & CEO President & CEO
