0001206774-07-002055 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 27th, 2007 • Sentinel Group Funds Inc

Agreement made as of this first day of March, 1993, as amended and restated as of August 15, 2007, by and between Sentinel Group Funds, Inc., a Maryland corporation and a registered series investment company under the Investment Company Act of 1940 (“Funds”), and Sentinel Asset Management, Inc. (as successor to Sentinel Advisors Company, a Vermont general partnership), a Vermont corporation and a registered investment adviser under the Investment Advisers Act of 1940 (“Advisor”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 27th, 2007 • Sentinel Group Funds Inc

Agreement made as of this 12th day of December, 2002, as amended and restated as of August 15, 2007, by and between Sentinel Group Funds, Inc., a Maryland corporation and a registered series investment company under the Investment Company Act of 1940, one series of which is the Sentinel Conservative Allocation Fund (“Fund”), and Sentinel Asset Management, Inc. (as successor to Sentinel Advisors Company, a Vermont general partnership), a Vermont corporation and a registered investment adviser under the Investment Advisers Act of 1940 (“Advisor”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 27th, 2007 • Sentinel Group Funds Inc

Agreement made as of this first day of June, 1997, and amended and restated August 15, 2007, by and between Sentinel Group Funds, Inc., a Maryland corporation and a registered series investment company under the Investment Company Act of 1940, one series of which is the Sentinel High Yield Bond Fund (“Fund”), and Sentinel Asset Management, Inc. (as successor to Sentinel Advisors Company, a Vermont general partnership), a Vermont corporation and a registered investment adviser under the Investment Advisers Act of 1940 (“Advisor”).

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