0001104659-12-022181 Sample Contracts

Sentinel Financial Services Company Dealer Agreement
Dealer Agreement • March 29th, 2012 • Sentinel Group Funds Inc

Sentinel Financial Services Company (“Sentinel Financial”) is the principal underwriter and distributor of the shares of common stock of each of the funds in Sentinel Group Funds, Inc. Such Funds are those enumerated in Schedule A hereto which may be amended from time to time by Sentinel Financial by written notice to you. Sentinel Financial invites your participation, under the following terms and conditions, in the distribution of the Funds, described in the prospectus and Statement of Additional Information, to which reference is hereby made for a full description of the securities.

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FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • March 29th, 2012 • Sentinel Group Funds Inc

This Agreement, dated as of March 29, 2012 is by and between Sentinel Asset Management, Inc., a Vermont corporation, located at One National Life Drive, Montpelier, VT 05604 (“Sentinel”) and Sentinel Group Funds, Inc., a Maryland corporation (the “Corporation”), located at One National Life Drive, Montpelier, VT 05604, on behalf of each of its series that offers both Class A and Class I shares (each a “Covered Fund”, and together, the “Covered Funds”).

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • March 29th, 2012 • Sentinel Group Funds Inc

This Agreement, dated as of the close of business on January 13, 2012 is by and between Sentinel Asset Management, Inc., a Vermont corporation, located at One National Life Drive, Montpelier, VT 05604 (“Sentinel”) and Sentinel Group Funds, Inc., a Maryland corporation (the “Corporation”), located at One National Life Drive, Montpelier, VT 05604, on behalf of the Sentinel Mid Cap Value Fund (the “Fund”), a series of the Corporation.

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