ADMINISTRATION AGREEMENT
THIS AGREEMENT is entered into on this 7th day of June, 2007 between
Sentinel Group Funds, Inc., a Maryland corporation ("Corporation"), and Sentinel
Administrative Services, Inc., a Vermont corporation ("XXXX"), with respect to
various classes of shares ("Shares") of each of the series of the Corporation
("Funds").
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, it is in the interest of the Corporation to make administrative
services available to shareholders of the Funds;
WHEREAS, XXXX wishes to act as the administrator for the Funds to perform
certain administrative functions in connection with purchases and redemptions of
various classes Shares and to provide related services to shareholders holding
those Shares in connection with their investments in the Funds; and
NOW, THEREFORE, the Corporation and XXXX do mutually agree and promise as
follows:
1. APPOINTMENT. XXXX hereby agrees to perform certain administrative
services for the Corporation with respect to the Funds and classes listed on
Schedule A to this Agreement, as such Schedule A may be amended from time to
time, as described in this Agreement.
2. SERVICES TO BE PERFORMED. XXXX shall be responsible for performing or
designating to a third party administrative and servicing functions, which shall
include without limitation:
(i) authorizing expenditures and approving bills for payment on behalf of
the Funds and the Shares; (ii) supervising preparation of the periodic updating
of the Funds' registration statements with respect to the Shares, including
prospectuses and statements of additional information, and proxy statements for
the purpose of filing with the Securities and Exchange Commission ("SEC") and
state securities administrators, as applicable, and monitoring and maintaining
the effectiveness of such filings, as appropriate; (iii) supervising preparation
of shareholder reports, notices of dividends, capital gains distributions and
tax credits for the Funds' shareholders; (iv) supervising the daily pricing of
the Funds' investment portfolios and the publication of the respective net asset
values of the Shares of each Fund, earnings reports and other financial data;
(v) monitoring relationships with organizations providing services to the Funds,
with respect to the Shares, including the Custodian, DST Systems, Inc. and
affiliates and printers; and (vi) supervising compliance by the Funds with
recordkeeping requirements under the 1940 Act and regulations thereunder,
maintaining books and records for the Funds (other than those maintained by the
Custodian and the Funds' transfer agent) and preparing and filing of tax reports
other than the Funds' income tax returns. XXXX shall provide all personnel and
facilities necessary in order for it to perform the functions contemplated by
this paragraph with respect to shareholders.
3. FEES. As compensation for the services to be rendered under this
Agreement, the Funds will pay to XXXX a monthly fee at the annual rate of
0.0375% of the first $4 billion of the Funds' aggregate average daily net
assets; 0.0350% of the next $3 billion of the Funds' aggregate average daily net
assets and 0.0325% of the Funds' aggregate average daily net assets in excess of
$7 billion. In addition to the fee provided for in this paragraph, the Fund
shall be responsible for all charges of outside pricing services and other
out-of-pocket expenses incurred by XXXX in connection with the performance of
its duties hereunder. All rights of compensation for services performed up to
the termination of this Agreement shall survive the termination of this
Agreement.
4. INFORMATION PERTAINING TO THE SHARES. XXXX and its officers, employees
and agents are not authorized to make any representations concerning the Funds
or the Shares except to communicate accurately to shareholders factual
information contained in the Funds' Prospectus and Statement of Additional
Information and objective historical performance information. XXXX shall act as
agent for shareholders only in furnishing information regarding the Funds and
shall have no other authority to act as agent for the Funds.
During the term of this Agreement, the Funds agree to xxxxxxx XXXX all
prospectuses, statements of additional information, proxy statements, reports to
shareholders, sales literature, or other material the Funds will distribute to
shareholders of the Funds or the public, which refer in any way to XXXX as the
administrator of the Funds, and XXXX agrees to furnish the Funds all material
prepared for shareholders, in each case prior to use thereof. The Funds shall
furnish or otherwise make available to XXXX such other information relating to
the business affairs of the Funds as XXXX may, from time to time, reasonably
request in order to discharge its obligations hereunder.
5. COMPLIANCE WITH LAWS. XXXX assumes no responsibilities under this
Agreement other than to render the services called for in this Agreement, on the
terms and conditions provided in this Agreement. XXXX shall comply with all
applicable federal and state laws and regulations. XXXX represents and warrants
to the Funds that the performance of all its obligations hereunder will comply
with all applicable laws and regulations, the provisions of its articles of
incorporation and by-laws and all material contractual obligations binding upon
XXXX. XXXX furthermore undertakes that it will promptly inform the Funds of any
change in applicable laws or regulations (or interpretations thereof) which
would prevent or impair full performance of any of its obligations hereunder.
6. FORCE MAJEURE. XXXX shall not be liable or responsible for delays or
errors by reason of circumstances beyond its control, including, but not limited
to, acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of communication or power supply.
2
7. INDEMNIFICATION.
7.1 INDEMNIFICATION OF XXXX. XXXX, its directors, officers, employees and
agents shall not be liable for any error of judgment or mistake of law or any
loss suffered by the Funds in connection with the performance of its obligations
and duties under this Agreement, except a loss resulting from willful
misfeasance, bad faith, or negligence in the performance of such obligations or
duties or by reason of the reckless disregard thereof by XXXX, its directors,
officers, employees and agents. The Funds will indemnify and hold XXXX, its
directors, officers, employees and agents harmless, from all losses, claims,
damages, liabilities or expenses (including reasonable fees and disbursements of
counsel) from any losses, liabilities, damages, or expenses (collectively,
"Losses") resulting from any and all claims, demands, actions or suits
(collectively, "Claims") arising out of or in connection with actions or
omissions in the Funds including, but not limited to, any misstatements or
omissions in a prospectus, actions or inactions by the Funds or any of its
agents or contractors or the performance of SASI's obligations hereunder or
otherwise not resulting from the willful misfeasance, bad faith, or gross
negligence of XXXX, its directors, officers, employees or agents, in the
performance of SASI's duties or from reckless disregard by XXXX, its directors,
officers, employees or agents of XXXX' obligations and duties under this
Agreement.
Notwithstanding anything herein to the contrary, the Funds will indemnify
and hold XXXX harmless from any and all Losses (including reasonable counsel
fees and expenses) resulting from any Claims as a result of XXXX' acting in
accordance with any received instructions from the Funds.
7.2 INDEMNIFICATION OF THE FUNDS. Without limiting the rights of the Funds
under applicable law, XXXX will indemnify and hold the Funds harmless from any
and all Losses (including reasonable fees and disbursements of counsel) from any
Claims resulting from the willful misfeasance, bad faith, or gross negligence of
XXXX, its directors, officers, employees or agents, in the performance of XXXX'
duties or from reckless disregard by XXXX, its directors, officers, employees or
agents of XXXX' obligations and duties under this Agreement.
7.3 SURVIVAL OF INDEMNITIES. The indemnities granted by the parties in this
Section 7 shall survive the termination of this Agreement.
8. INSURANCE. XXXX shall maintain such reasonable insurance coverage as is
appropriate against any and all liabilities which may arise in connection with
the performance of its duties hereunder.
9. FURTHER ASSURANCES. Each party agrees to perform such further acts and
execute further documents as are necessary to effectuate the purposes hereof.
10. TERMINATION. This Agreement shall continue in force and effect until
terminated or amended to such an extent that a new Agreement is deemed advisable
by either party. Notwithstanding anything herein to the contrary, this Agreement
may be terminated at any time, without payment of any penalty, by either party
upon ninety (90) days written notice to the other party.
3
11. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict the
right of XXXX to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association.
12. AMENDMENTS. This Agreement may be amended only by mutual written
consent.
13. NOTICE. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, addressed and
delivered, or mailed post paid to the other party at the principal place of
business of such party.
14. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940
Act that are prepared or maintained by XXXX on behalf of the Corporation are the
property of the Corporation and will be surrendered promptly to the Corporation
on request.
15. SEVERABILITY. 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.
16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Vermont.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first stated above.
SENTINEL GROUP FUNDS, INC. SENTINEL ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
_________________________ _________________________
Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & Chief Executive Officer President & Chief Executive Officer
4
