Exhibit 4(j)
------------
Sub-Investment Advisory Agreement
AGREEMENT made as of this day of , 200__ by and between Sentinel Advisors
Company (herein called "SAC"), a Vermont general partnership, having its
principal office at National Life Drive, Montpelier, Vermont 05604, and
Evergreen Investment Management Company (herein called "Evergreen"), a
corporation, having its office at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
Witnesseth:
WHEREAS, SAC is a party to an Investment Advisory Agreement dated as of
December , 2002, between it and Sentinel Group Funds, Inc. ("Sentinel Funds"),
a corporation organized under the laws of the State of Maryland, a series of
which is Sentinel Capital Markets Income Fund (herein called the "Fund"),
pursuant to which SAC provides, inter alia, investment research and advice to
the Fund; and
WHEREAS, SAC wishes to employ Evergreen as a sub-investment adviser to
the Fund to provide SAC with investment research and other investment
services; and
WHEREAS, Evergreen is prepared to provide such services on the terms and
conditions hereinafter contained;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, SAC and Evergreen agree as follows:
1. Evergreen shall act as sub-investment adviser to the Fund. As
such, it shall, subject to SAC's supervision and the supervision of the Board
of Directors of Sentinel Funds, provide a complete program for the investment
and reinvestment of the cash, securities, and other properties comprising the
investment portfolio of the Fund in accordance with the investment policies
and objectives of the Fund as reflected in the current Prospectus and
Statement of Additional Information of the Sentinel Funds and as may be
adopted from time to time by the Board of Directors of the Sentinel Funds.
Evergreen shall also give SAC a continuing review of economic conditions and
security markets relevant to the Fund.
2. Evergreen shall select industries and companies and other
entities to be represented in the investment portfolio of the Fund and shall
carry out programs for the purchase and sale of the securities included or to
be included in the investment portfolio. All activities will be regularly
reported to SAC and the Sentinel Funds. Evergreen shall place orders for the
purchase and sale of portfolio securities for the account of the Fund with
broker-dealers selected by Evergreen. In executing portfolio transactions and
selecting broker-dealers, Evergreen will use its best efforts to seek best
execution on behalf of the Fund. In assessing the best execution available for
any transaction, Evergreen shall consider all factors it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any (all for the
specific transaction and on a continuing basis). In evaluating the best
execution available, and in selecting the broker-dealer to execute a
particular transaction, Evergreen may also consider the brokerage and research
services (as those terms are defined in Section 28(e)
of the Securities and Exchange Act of 1934) provided to the Fund and/or other
accounts over which Evergreen or an affiliate of Evergreen exercises
investment discretion. Evergreen is authorized to pay to a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, Evergreen determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer viewed in terms of that
particular transaction or in terms of all of the accounts over which
investment discretion is so exercised.
In allocating investment opportunities or investment sale
opportunities among the various accounts over which Evergreen exercises
investment discretion and which investment objectives and policies similar to
those of the Fund, Evergreen will employ procedures reasonably designed to
assure that the Fund is treated fairly in relation to such other accounts.
3. The initial portfolio manager of the Fund will be Xxxxxxxx
Xxxxxxx. Evergreen will immediately inform SAC of any changes in personnel
assigned to the Fund's account.
4. Nothing in this Agreement shall limit or restrict the right of
any director, officer, or employee of Evergreen to engage in any other
business or to render services of any kind to any other corporation, firm,
individual, or association.
5. SAC, for its part, shall at all times keep Evergreen fully
informed with regard to the funds available or to become available for
investment, and, in general, the condition of the Fund's affairs. SAC shall
furnish Evergreen with a certified copy of all financial statements and a
signed copy of each report prepared by independent public accountants and with
such other information with regard to the Fund's affairs as Evergreen may from
time to time reasonably request. SAC shall provide Evergreen with copies of
the Sentinel Funds' prospectus, statement of additional information, bylaws
and Articles of Incorporation, and shall promptly furnish Evergreen with any
amendments or supplements to such documents.
6. For the services to be rendered by Evergreen hereunder, SAC shall
pay to Evergreen a monthly fee at a rate of 0.25% per annum of the average
daily net assets of the Fund.
7. This Agreement shall become effective upon approval by a vote of
a majority of the outstanding voting securities, as such term is defined in
the Investment Company Act of 1940, as amended (the "Act"), of the Fund, and
shall remain in full force and effect until November 30, 2003, and shall
continue thereafter only so long as its continuance is specifically approved
at least annually by vote of a majority of the outstanding voting securities,
as such term is defined in the Act, of the Fund, or by the Board of Directors
of the Sentinel Funds, including the approval by a majority of those directors
who are not interested persons, as such term is defined in the Act, of any
party to this Agreement, at a meeting called for the purpose of voting on such
approval, provided, however, that (1) this Agreement may at any time be
terminated without the payment of any penalty, either by vote of the Board of
Directors of the Sentinel Funds or by vote of a majority of the outstanding
voting securities of the Fund, on 60 days written notice to
2
Evergreen, (2) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act), and (3) this Agreement may at any
time be terminated by Evergreen or SAC on 60 days written notice to the other
party to this Agreement. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at any
office of such party.
8. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations hereunder, Evergreen
shall not be subject to liability for any act or omission in the course or in
connection with the rendition of services hereunder.
9. Any and all notices or other communications required or
authorized to be given hereunder shall be in writing and either personally
delivered or sent by first class mail, postage prepaid, or recognized
overnight delivery service to the other party at its address set forth below
or to such other address as such party may hereafter specify from time to time
by written notice to the other party.
If to Evergreen:
Evergreen Investment Management Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
3
If to SAC:
Sentinel Advisors Company
National Life Drive
Montpelier, Vermont 05604
Attention: Legal Department
10. This agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
Sentinel Advisors Company
By
------------------------------------
Evergreen Investment Management Company
By
------------------------------------
4
