0001104659-15-023958 Sample Contracts

Sentinel Financial Services Company Dealer Agreement
Dealer Agreement • March 30th, 2015 • 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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UNCONSTRAINED BOND FUND EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 30th, 2015 • Sentinel Group Funds Inc

THIS EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of [xxx], 2015 by and between Sentinel Asset Management, Inc. (“Sentinel”) and Sentinel Group Funds, Inc. (the “Corporation”), on behalf of itself and the Sentinel Unconstrained Bond Fund (the “Fund”), a series of the Corporation.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • March 30th, 2015 • Sentinel Group Funds Inc • Vermont

THIS AMENDED AND RESTED ADMINISTRATION AGREEMENT (this “Agreement”) is entered into on this [ ] day of [ ], 2014 between Sentinel Group Funds, Inc., a Maryland corporation (“Corporation”), and Sentinel Administrative Services, Inc., a Vermont corporation (“SASI”), with respect to various classes of shares (“Shares”) of each of the series of the Corporation (“Funds”).

SENTINEL FUNDS CLASS I SHARES FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • March 30th, 2015 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2015, 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”).

Amendment to Investment Advisory Agreement
Investment Advisory Agreement • March 30th, 2015 • Sentinel Group Funds Inc

This amendment (this “Amendment”) is made as of March 16, 2015 by and between Sentinel Group Funds, Inc. (the “Corporation”) and Sentinel Asset Management, Inc. (the “Advisor”) and amends the Investment Advisory Agreement by and between the Corporation and the Advisor (as successor to Sentinel Advisors Company) dated March 1, 1993, as amended and restated as of April 4, 2008, as further amended as of December 17, 2010 and September 30, 2013 (the “Agreement”).

TOTAL RETURN BOND FUND FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver/Expense Reimbursement Agreement • March 30th, 2015 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2015 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 Total Return Bond Fund (the “Fund”), a series of the Corporation.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 30th, 2015 • Sentinel Group Funds Inc • Massachusetts

AGREEMENT made as of the 1st day of December 2014, by and between the SENTINEL GROUP FUNDS, INC., having a principal place of business at One National Life Drive, Montpelier, Vermont 05604 (“SGF”) and BOSTON FINANCIAL DATA SERVICES, INC., having a principal place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

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