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 Capital Opportunity Fund ("Fund") is dated as of September 26, 2005.
WHEREAS, the Fund is the survivor of the reorganization of the Sentinel Growth
Index and Sentinel Flex Cap Opportunity Funds effective as of September 26, 2005
("Reorganization");
WHEREAS, in connection with the Reorganization, the Board requested and Sentinel
agreed 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
Reorganization.
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 1.30% from
September 26, 2005 through September 26, 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 September 26, 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
