TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 7th day of June, 2007,
between Sentinel Group Funds, Inc., a Maryland corporation ("Corporation"), on
behalf of each of its series ("Funds"), and Sentinel Administrative Services,
Inc., a Vermont corporation ("XXXX").
WITNESSETH
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Corporation is authorized to issue shares of its common stock
("Shares") of each Fund; and,
WHEREAS, the Corporation desires to retain XXXX as the transfer and
dividend disbursing agent of the Shares of each Fund on whose behalf this
Agreement has been executed.
NOW, THEREFORE, the Corporation and XXXX do mutually agree and promise as
follows:
1. APPOINTMENT. The Corporation hereby appoints XXXX to act as transfer and
dividend disbursing agent of the Shares of each Fund that may be offered by the
Corporation from time to time. XXXX shall, at its own expense, render the
services and assume the obligations herein set forth subject to being
compensated as provided in this Agreement.
2. AUTHORITY OF XXXX. XXXX is hereby authorized by the Corporation to
receive all cash that may from time to time be delivered to it by or for the
account of the Funds; to issue confirmations and/or certificates for Shares of
the Funds upon receipt of payment; to redeem or repurchase on behalf of the
Funds Shares upon receipt of certificates properly endorsed or properly executed
written requests as described in the current prospectus of each Fund and to act
as dividend disbursing agent for the Funds.
3. DUTIES OF XXXX. XXXX hereby agrees to:
A. Process new accounts.
B. Process purchases, both initial and subsequent, of Fund Shares in
accordance with conditions set forth in the then-current prospectus of each
Fund.
C. Transfer Fund Shares to an existing account or to a new account upon
receipt of required documentation in good order.
D. Redeem un-certificated and/or certificated shares upon receipt of
required documentation in good order.
E. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification or
bond.
F. Distribute dividends and/or capital gain distributions. This includes
disbursement as cash or reinvestment and to change the disbursement option
at the request of shareholders.
G. Process exchanges between Funds.
H. Make miscellaneous changes to records.
I. Prepare and mail a confirmation to shareholders as each transaction
is recorded in a shareholder account.
J. Handle phone calls and correspondence in reply to shareholder
requests.
K. Prepare reports reasonably requested by the Funds related to the
records kept by XXXX.
L. Perform control and reconciliation of Fund Shares.
M. Provide information necessary for periodic mailings to shareholders.
O. Prepare and mail required Federal income taxation information to
shareholders to whom dividends or distributions are paid, with a copy for
the IRS and a copy for the Corporation if required.
P. Provide readily obtainable data which may from time to time be
requested for audit purposes.
Q. Replace lost or destroyed checks.
R. Continuously maintain all records for active and closed accounts.
S. Furnish and mail shareholder data information for a current calendar
year in connection with retirement accounts.
U. Respond to shareholder inquiries.
V. Perform ministerial and clerical work involved in effecting any Fund
transaction.
W. Carry out the Fund's Anti-Money Laundering policies.
X. Assist the Fund's with complying with abandoned property laws.
4. COMPENSATION AND REIMBURSEMENT TO XXXX. SASI's annual fee for the
services provided under this Agreement shall be $2,563,000, plus an amount equal
to an annual rate of $15 per shareholder account in excess of 106,500 as of the
last day of the month preceding the installment due date. Such fee shall be paid
in twelve monthly installments due on the first day of each month for the
preceding month. The base fee of $2,563,000 shall be subject to increase by an
amount not in excess of the percentage increase in the Consumer Price Index, All
Urban Consumers, Boston region, as published by the United States Department of
Labor for the most recent twelve months for which data are available at the time
of the last Board of Directors meeting in a fiscal year, or if such figure is
not available, a similar measure of general inflation as may be agreed upon by
XXXX and the Board of Directors of the Fund. The amounts of any increases
pursuant to the immediately preceding sentence shall be subject to specific
approval of the disinterested members of the Board of Directors of the Fund.
The Corporation will reimburse XXXX for all out-of-pocket expenses, including,
but not necessarily limited to, (a) all materials, paper and other costs
associated with necessary and ordinary shareholder correspondence, (b) postage
and printing of confirmations, statements, tax forms and any other necessary
shareholder correspondence, (c) the cost of mailing by third-party vendors, (d)
all banking charges of Corporation, including deposit slips and stamps, checks
and share drafts, wire fees not paid by shareholders, and any other deposit
account or checking account fees, (e) the cost of storage media for Corporation
records, including phone recorder tapes, microfilm and microfiche, forms and
paper, (f) offsite storage costs for Corporation records, (g) charges incurred
in the delivery of Corporation materials and mail, (h) any costs for outside
contractors used in providing necessary and ordinary services to the
Corporation, a Fund or shareholders, not contemplated to be performed by XXXX,
(i) any costs associated with enhancing, correcting or developing the record
keeping system currently used by the Corporation, including the development of
new statements, tax form formats, or shareholder services and (j) the cost of
any (800) telephone services. The Corporation will also reimburse XXXX for any
sub-transfer agency, plan agent and similar fees paid by XXXX to other entities
who provide services to accounts underlying an omnibus account of record in
accordance with policies approved by the Corporation's Board of Directors.
Special projects, not included in this Agreement and requested by the
Corporation, and invoiced to the Corporation as mutually agreed.
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5. RECORDKEEPING. The parties hereby agree to the following:
A. SASI shall keep records relating to the services to be performed
under this Agreement, in the form and manner as it may deem advisable and
as required by applicable law. To the extent required by Section 31 of the
1940 Act, and the rules thereunder, XXXX agrees that all such records
prepared or maintained by XXXX relating to the services to be performed by
XXXX under this Agreement are the property of the Corporation and will be
preserved, maintained and made available in accordance with Section 31 of
the 1940 Act and the rules thereunder, and will be surrendered promptly to
the Corporation on and in accordance with the Corporation's request. The
Corporation and its authorized representatives shall have access to SASI's
records relating to the services to be performed under this Agreement at
all times during SASI's normal business hours. Upon the reasonable request
of the Corporation, copies of any such records shall be provided promptly
by XXXX to the Corporation or the Corporation's authorized representatives.
B. SASI and the Corporation agree that all books, records, information,
and data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed
to any other person, except as may be required to carry out the provisions
of this Agreement or by law.
6. LIMITATION OF SHAREHOLDER LIABILITY. Neither the Directors of the
Corporation, the officers of the Corporation, nor the shareholders of each Fund
shall be liable for any obligations of the Corporation or of the Funds under
this Agreement, and XXXX agrees that, in asserting any rights or claims under
this Agreement, it shall look only to the assets and property of the Corporation
or the Fund to which SASI's rights or claims relate in settlement of such rights
or claims, and not to the Directors of the Corporation, the officers of the
Corporation or the shareholders of the Funds.
7. TAXES. XXXX shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis whatsoever in
connection with the Corporation or any shareholder or any purchase of Shares,
excluding taxes assessed against XXXX for compensation received by it under this
Agreement.
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8. RIGHTS AND POWERS OF XXXX. SASI's rights and powers with respect to
acting for and on behalf of the Corporation, including rights and powers of
SASI's officers and directors, shall be as follows:
A. No order, direction, approval, contract or obligation on behalf of
the Corporation with or in any way affecting XXXX shall be deemed binding
unless made in writing and signed on behalf of the Corporation by an
officer or officers of the Corporation or others who have been duly
authorized to so act on behalf of the Corporation by its Board of
Directors.
B. Directors, officers, agents and shareholders of the Corporation are
or may at any time or times be interested in SASI as officers, directors,
agents, shareholders, or otherwise. Correspondingly, directors, officers,
agents and shareholders of XXXX are or may at any time or times be
interested in the Corporation as directors, officers, agents, shareholders
or otherwise. XXXX shall, if it so elects, also have the right to be a
shareholder of the Corporation.
C. The services of XXXX to the Corporation are not to be deemed
exclusive and XXXX shall be free to render similar services to others as
long as its services for others do not in any manner or way hinder,
preclude or prevent XXXX from performing its duties and obligations under
this Agreement.
D. The Corporation will indemnify XXXX and hold it harmless from and
against all costs, losses, and expenses which may be incurred by it and all
claims or liabilities which may be asserted or assessed against it as a
result of any action taken by it without negligence and in good faith, and
for any act, omission, delay or refusal made by SASI in connection with
this agency in reliance upon or in accordance with any instruction or
advice of any duly authorized officer of the Corporation.
9. TERMINATION OF AGREEMENT. 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 the Corporation or XXXX upon ninety (90) days' written notice to the
other party.
10. AMENDMENT. This Agreement may be amended by the mutual written consent
of the parties.
11. 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 postpaid to the other party at the principal place of
business of such party.
12. ASSIGNMENT. Except as otherwise provided in this Agreement, neither
this Agreement nor any rights or obligations under this Agreement may be
assigned by either party without the written consent of the other party. This
agreement shall inure to the benefit of and be binding upon the parties and
their respective successors and assigns. XXXX may, without further consent on
the part of the Corporation, subcontract for the performance hereof with any
entity, including affiliated persons of the XXXX; provided however, that XXXX
shall be as fully responsible to the Corporation for the acts and omissions of
any subcontractor as XXXX is for its own acts and omissions.
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13. 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.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Vermont; provided however that nothing
herein shall be construed in a manner inconsistent with the 1940 Act, the
Securities Act of 1933, the Securities Exchange Act of 1934 or any rule or order
of the SEC under such Acts, as amended.
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
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