0001104659-14-005371 Sample Contracts

Sentinel Financial Services Company Dealer Agreement
Sentinel Financial • January 31st, 2014 • 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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AMENDED AND RESTATED TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
Transfer and Dividend Disbursing Agent Agreement • January 31st, 2014 • Sentinel Group Funds Inc • Vermont

THIS AGREEMENT, entered into as of June 7, 2007, and amended and restated as of March 31, 2011, is 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 (“SASI”).

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