Sub-Investment Advisory Agreement
AGREEMENT made as of this day of December, 1999 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
Xxxx Xxxxx Management, Inc. (herein called "Xxxxx"), a New York corporation,
having its principal office at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000.
Witnesseth:
WHEREAS, SAC is a party to an Investment Advisory Agreement dated as of
December 9, 1999, a copy of which is attached hereto as Exhibit "A" between it
and Sentinel Group Funds, Inc., a corporation organized under the laws of the
State of Maryland, a series of which is Sentinel Flex Cap Opportunity 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 Xxxxx as a sub-investment adviser to
provide SAC with investment management services; and
WHEREAS, Xxxxx 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 Xxxxx agree as follows:
1. Alger, employing its best efforts and complete facilities, shall act
as sub-investment adviser to the Fund. As such, it shall, subject to SAC's
supervision, 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 Fund and communicated to Xxxxx in writing. Alger
shall furnish to SAC such reports regarding Xxxxx'x investment program for the
Fund as SAC may reasonably request, which reports may be distributed by SAC to
the Board of Directors of the Fund at periodic meetings of the Board and at
such other times as may be reasonably be requested by the Board.
2. Xxxxx shall select industries and companies 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. Xxxxx is authorized and directed to place the orders for the
purchase and sale of portfolio securities by the Fund, including with Xxxxx'x
affiliate, Xxxx Xxxxx & Company, Incorporated, and to supervise the executions
thereof. With respect to such transactions, whether through a broker as agent
or with a dealer as principal, Xxxxx'x primary objective is to both obtain the
best price and execution of each transaction. To the extent consistent with
applicable law, and subject to review by the Board of Directors of the Fund,
Xxxxx may pay a broker or dealer an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if Xxxxx determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research products and/or the services provided by
such broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities that Xxxxx has
with respect to the Fund or its other clients, and may include services or
products that Xxxxx does not use in managing the Fund.
It is understood that certain other clients of Xxxxx may have investment
objectives and policies similar to those of the Fund, and that Xxxxx may, from
time to time, make recommendations that result in the purchase or sale of a
particular security by its other clients simultaneously with the Fund. If
transactions on behalf of more than one client during the same period increase
the demand for securities being purchased or the supply of securities being
sold, there may be an adverse effect on price or quantity. In such event,
Xxxxx shall allocate advisory recommendations and the placing of orders in a
manner that is deemed equitable by Xxxxx to the accounts involved, including
the Fund. When two or more clients of Xxxxx (including the Fund) are
purchasing or selling the same security on a given day from the same broker or
dealer, such transactions may be averaged as to price.
Xxxxx shall provide to SAC and the Board of Directors of the Fund such
reports regarding the placement of portfolio transactions for the Fund as SAC
or the Board may reasonably request.
3. Xxxxx will pay all expenses incurred by it in connection with the
performance of its obligations under this Agreement (other than the cost of
securities and other investments, including any brokerage commissions or other
transaction costs), including, but not limited to, all salaries of personnel
and costs of facilities required for it to perform such obligations. Xxxxx
will not be responsible for any other expenses of the Fund or SAC.
4. Nothing in this Agreement shall limit or restrict the right of Xxxxx
or any director, officer, or employee of Xxxxx 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 Xxxxx 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 Alger 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 Xxxxx may from time to time reasonably
request.
6. Neither Xxxxx nor any of its affiliates shall deal as principal with
the Fund in the purchase and sale of portfolio securities. Neither Xxxxx nor
any of its affiliates shall receive any commissions or other remuneration on
the purchase or sale of portfolio securities by the Fund, except in
transactions which are in full compliance with Sentinel Group Funds, Inc.'s
Rule 17e-1 Procedures as adopted by the Board of Directors of Sentinel Group
Funds, Inc.
7. For the services to be rendered by Xxxxx hereunder, SAC shall pay to
Xxxxx a monthly fee, equal to 0.50% per annum of the average daily net asset
value of the Fund, as determined in accordance with the provisions of the
Prospectus then constituting part of the Registration Statement then in effect
under the Securities Act of 1933, at the end of each month of the Fund's
fiscal year in arrears. If this Agreement becomes effective subsequent to the
first day of a month or shall terminate before the last day of a month,
compensation for that part of the month during which this Agreement is in
effect shall be prorated in a manner consistent with the calculation of fees
as set forth above.
8. 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, 2000, and shall continue
thereafter only so long as its continuance is specifically approved at least
annually by (1) the Board of Directors of the Fund, or by vote of a majority
of the outstanding voting securities, as such term is defined in the Act, of
the Fund, and (2) a majority of the Directors of the Fund 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 Fund or by vote of a majority of the outstanding voting securities of
the Fund, on 60 days' written notice to Xxxxx, (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 without payment
of any penalty by Xxxxx 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.
9. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations hereunder, Xxxxx shall not be subject to
liability for any act or omission in the course or in connection with the
rendition of services hereunder.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11. To the extent that state law is not preempted by the provisions of
any law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time, this Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
12. SAC acknowledges receipt of Xxxxx'x most recent Form ADV.
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: ___________________________________________________
Xxxxxx X. Xxxx
Chief Executive Officer
Xxxx Xxxxx Management, Inc.
By: ___________________________________________________
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
[OBJECT OMITTED]
Exhibit 10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 88 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated December 18, 1998, relating to the financial
statements and financial highlights appearing in the November 30, 1998 Annual
Report to Shareholders of Sentinel Group Funds, Inc. and Sentinel Pennsylvania
Tax-Free Trust, which are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the heading
"Financial Highlights" in the Prospectus and under the heading "General
Information" in the Statement of Additional Information.
XxxxxxxxxxxxxxxXxxxxxx XXX
Xxx Xxxx, Xxx Xxxx 00000
December 15, 1999
