AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • January 23rd, 2013 • Sentinel Group Funds Inc • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is dated as of January 18, 2013 (this “Plan”), and has been adopted by the Board of Directors (“Board”) of Sentinel Group Funds, Inc., a Maryland corporation (the “Corporation”), to provide for the Reorganization (as defined below) of the Sentinel Mid Cap II Fund (the “Mid Cap II Fund”) into the Sentinel Mid Cap Fund (the “Mid Cap Fund”). The Mid Cap II Fund and the Mid Cap Fund are sometimes referred to collectively as the “Funds” and, individually, as a “Fund.” The shares of the Mid Cap Fund are designated into three classes: Class A, Class C and Class I. Class A shares of the Mid Cap Fund will be received, as described below, by the Mid Cap II Fund Class A shareholders. Class C shares of the Mid Cap Fund will be received, as described below, by the Mid Cap II Fund Class C shareholders. Class I shares of the Mid Cap Fund will be received, as described below, by the Mid Cap II Fund Class I shareholders. The shares of the Mid Cap Fund are the “
