INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this day of December, 1999, 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.
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 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
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.
BY:
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D. Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxx,
Secretary Chairman
Attest: SENTINEL ADVISORS COMPANY
BY:
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Xxxx X. Xxxxxxx Xxxxxx X. Xxxx,
Secretary Chief Executive Officer
