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 Growth and Sentinel Growth Leaders Funds (each a "Fund" and
collectively, "Funds") is dated as of __________, 2006.
WHEREAS, in connection with the reorganization of the Xxxxxxxx Growth Fund and
Xxxxxxxx Focus Fund, both series of The Xxxxxxxx Funds, Inc., with and into the
Sentinel Capital Growth Fund and Sentinel Growth Leaders Fund, both series of
Sentinel Group Funds, Inc., respectively("Reorganization"), Sentinel has agreed
to waive fees and reimburse expense as described below.
NOW THEREFORE, for good and valuable consideration, Sentinel and the Funds agree
as follows:
1. Sentinel shall waive fees and/or reimburse expenses so that the total annual
expenses of the Class A shares of each Fund shall not exceed 1.75% from
___________, 2006 through __________, 2008.
2. The Class C shares of the Funds 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 __________, 2008 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
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Xxxxxxxxx X. Xxxxxxxx Xxxxxxxxx X. Xxxxxxxx
President & CEO President & CEO
