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Sentinel Financial Services Company Dealer Agreement
Xxx Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Tel: 000-000-0000
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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. and the shares of beneficial interest of the
Sentinel Pennsylvania Tax-Free Trust (the "Funds"). 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.
Reference is also specifically made to Conduct Rule 2830 of the National
Association of Securities Dealers, Inc. which is incorporated herein as if set
forth in full. It is agreed that all of the requirements of such section, and
all other federal and state laws, rules and regulations that are now or may
become applicable to transactions hereunder, will be fully met.
Sales Commissions and Dealer Concessions:
The price at which shares shall be offered by you at retail is based upon and
varies with the market value of the underlying securities and other assets
pertaining thereto, and includes the following distribution charges expressed as
a percentage of the retail sales price. Such shares will be confirmed to dealers
at the retail sales price less the concessions shown on Schedule A, if any. The
offering prices used for general release will be those applying to orders for
less than the initial breakpoint. The reduced charges shown for larger orders
apply to purchases of one or more Funds at one time by an individual, his spouse
and children under 21, a trustee or other fiduciary of a single trust or
fiduciary account, charitable, religious, educational and similar corporations,
associations or foundations exempt from taxation under Section 501(c)(3) or (13)
of the Internal Revenue Code and employee benefit plans, and retirement plans
established under the Self-Employed Individuals Tax Retirement Act of 1962,
exempt from taxation under Section 401 of the Internal Revenue Code.
Under ordinary circumstances, the retail offering price for the Funds will be
computed once each business day, as of 4:00 p.m. A "business day" is deemed to
mean all Mondays, Tuesdays, Wednesdays, Thursdays, and Fridays, except those on
which banks and brokerage firms in New York City are generally closed for the
observance of holidays.
Certain Funds have adopted plans under Investment Company Act Rule 12b-1
("Distribution Plans" as described in the prospectus). You may be entiitled to
receive continuing service fees to the extent described in Schedule A hereto.
Letter of Intent:
Quantity discounts also apply on investments of $100,000 ($500,000 in the case
of the Growth Index Fund) or more spread over 13 months, or in the case of
corporate qualified plans, spread over 30 months, under a Letter of Intent dated
within 90 calendar days of the first purchase to be included. An investor may
combine the value at the offering price of all shares of the Funds (not
including the Sentinel U.S. Treasury Money Market Fund) owned at the time the
Letter of Intent is signed with the amount intended to be purchased through the
duration of the Letter of Intent, to determine the quantity discount which
applies.
Right of Accumulation:
Quantity discounts also apply to subsequent purchases which, including shares of
the Funds already owned (not including the Sentinel U.S. Treasury Money Market
Fund), would bring the total to an applicable breakpoint or more. We must be
notified at the time an order is placed which would qualify for a quantity
discount under the Right of Accumulation.
The calculation of the net asset value of each Fund will become immediately
effective upon its determination. Orders to purchase shares of the Funds
received by dealers prior to 4:00 p.m. will be confirmed, subject to our
acceptance, on the basis of the net asset value determined on that day provided
they are received by us prior to the close of our business day. Orders received
by dealers after 4:00 p.m. will be confirmed, subject to our acceptance, on the
same basis as previously stated with respect to the next day on which the net
asset value of the Fund is determined.
All sales must be made subject to our acceptance and confirmation. We reserve
the right to reject any order for any reason. See the prospectus for the minimum
dollar amounts for which orders will be accepted.
Exchange Between Funds:
Upon the Funds' receipt of the necessary form, any shareholder may exchange
their investment, in whole or in part, from one Sentinel Fund to another
Sentinel Fund of the same class of shares, without the payment of the sales or
any other charge provided that if the shares being exchanged have been newly
purchased, that they have been in the account for a minimum of 15 calendar days,
except that assets originally invested in Sentinel Short Maturity Government
Fund or Sentinel Growth Index Fund must remain in the account for 90 days before
they are eligible for the exchange privilege, and except that shares may not be
exchanged into the Sentinel Growth Index Fund until at least 90 days after the
assets represented by such shares were originally invested in the Sentinel
Funds. Also, for the assets originally invested in the Class A shares of the
Sentinel U.S. Treasury Money Market Fund, an exchange fee equal to the sales
charge on initial purchase of Class A shares of the same dollar amount of the
Fund being exchanged into, will be assessed.
Sentinel Financial may terminate this Dealer Agreement, without prior notice, if
we determine that you demonstrate a tendency to trade excessively. "Excessive
Trading" shall be deemed to mean
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6754(0504) Page 1 of 3
Cat. No. 42542
that the same assets are purchased and redeemed in the same account and same
Fund more than six (6) times in one year (six "round trips"). The Funds have the
power to assess an exessive trading fee to accounts engaged in excessive trading
equal to 2% of the value of the account.
Reinstatement Privilege:
A shareholder who has redeemed all or part of his or her shares may reinvest all
or part of the redemption proceeds at the then current net asset value without
charge in Class A shares of any Fund (except that redemption proceeds from
shares of the Sentinel Short Maturity Government Fund and Sentinel Growth Index
Fund held less than 90 days may not reinvest in other Sentinel Funds under this
provision) if the shareholder's written request is received or is postmarked
within 90 days after the request for redemption was received by the Funds.
Unless we agree to waive this restriction, the privilege may be exercised only
once by a shareholder as to any of the Funds except where the sole purpose is to
transfer shares into a Self-Employed Retirement Plan or Individual Retirement
Account.
Payment and Deliveries:
Payment for shares purchased will be due on the settlement date, as set forth on
the confirmation, at which time complete registration instructions should be
supplied to us.
Repurchase of Shares:
Sentinel Financial, acting for the Funds, intends to maintain bids for Fund
shares on business days, although not required to do so and under no liability
for failure to maintain such a bid.
The basis on which such shares will be so repurchased when the order has been
received by the dealer prior to 4:00 p.m. on a business day is the net asset
value computed as of 4:00 p.m. on such day, less any applicable contingent
deferred sales charge, provided that orders so received by a dealer shall have
been transmitted to us prior to the close of our business day. Orders received
by dealers after each day's market close will be confirmed, subject to our
acceptance, on the same basis as previously stated with respect to the next day
on which the Fund's net asset value will be determined.
It should be noted that any record holder of the Funds may surrender all or any
part of their holdings to the Funds and the Funds are required to redeem such
shares at a price equal to net asset value, less any applicable contingent
deferred sales charge, determined in the manner and on the terms described in
the prospectus.
Placement:
If any shares confirmed to you hereunder are repurchased or are tendered for
liquidation to the Funds within seven (7) days after such confirmation of your
original order, then you shall forthwith repay to the Funds, the full concession
allowed to you on such sale and we shall forthwith repay to the Funds, our share
of the sales charge thereon. We shall notify you of such repurchase or
liquidation within ten (10) days from the day on which the instructions to
liquidate are delivered to us or to the Funds. You shall make no purchases
except for the purpose of covering orders received by you and then such
purchases must be made only at the offering price (less your concession) at
which such orders were taken, provided, however, that the foregoing does not
prevent the purchase of shares by you for your own bona fide investment. In no
event shall you withhold placing orders so as to profit yourself, as a result of
such withholding, by a change in the net asset value from that used in
determining the price to your customer, or otherwise. Neither you nor any other
person has been authorized to give any information or to make representations in
connection with the sale of shares hereunder other than as contained in the
prospectus.
Indemnification:
We hereby agree to indemnify and hold harmless you and each of your affiliates,
officers or directors against any losses, expenses (including reasonable
attorneys fees), claims, damages or liabilities to which you or such affiliates,
officers or directors become subject, under the 1933 Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon our breach of this Agreement, or are based upon
any material misstatement or omission contained in any registration statement
(or any post effective amendment thereof) or in the prospectus or any amendment
or supplement to the prospectus for the Funds. You hereby agree to indemnify and
hold harmless Sentinel Financial and each of their current and former
affiliates, directors, officers and each person, if any, who controls or has
controlled Sentinel Financial or any such affiliate within the meaning of the
1933 Act or the 1934 Act, against any losses, expenses (including reasonable
attorneys fees), claims, (including, but not limited to, claims for commissions
or other compensation), damages or liabilities to which such parties may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon your and/or your registered representatives' breach of this Agreement, any
unauthorized use of sales materials, any oral or written misrepresentations, or
any unlawful sales practices concerning the Funds. Within 30 days after receipt
by either party of notice of the commencement of any action, such party shall,
if a claim in respect thereof is to be made, notify the other party in writing
of the commencement thereof; but the omission to so notify shall not relieve the
indemnifying party from any liability which it might otherwise have.
Dealer's Status:
Sales will be confirmed directly by us to dealers. By entering into this Dealer
Agreement, Sentinel Financial Services Company is acting on its own behalf as
principal, and in no sense as agent for Sentinel Groups Funds, Inc. or Sentinel
Pennsylvania Tax-Free Trust. No dealer is in any sense the agent of us or the
Funds in the sale or repurchase of shares under this Dealer Agreement.
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6754(0504) Page 2 of 3
Privacy Policy:
You and Sentinel Financial agree that all facts or information received by any
party related to a shareholder or a shareholder's account shall remain
confidential, unless such facts or information are requires to be disclosed by
any regulatory or regulatory authority or court of competent jurisdiction. You
will establish procedures to protect the security and confidentiality of such
information. Nonpublic personal financial information shall mean any financial
information that identifies an individual personally and is not available to the
public. Such information shall include, but not be limited to, income, net
worth, information related to shares of the Funds, credit history, etc. You,
your representatives, and Sentinel Financial agree to use and disclose personal
financial information only to carry out the purposes for which it was disclosed
to them and will not use or disclose personal financial information if
prohibited by applicable law, including, without limitation, statutes and
regulations enacted pursuant to the Xxxxxx-Xxxxx-Xxxxxx Act. You, your
representatives, or Sentinel Financial outsources services to a third party,
such third party will agree in writing to maintain the security and
confidentiality of any information shared with them.
General:
This agreement shall be construed in accordance with the laws of the State of
Vermont. Either party may terminate this Agreement at any time by written notice
to the other party. The terms of this agreement supersede any other previously
in effect and are subject to further modification or to cancellation by us
without previous notice.
Sincerely,
Sentinel Financial Services Company
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We hereby indicate our interest in the distribution of the Funds, acknowledge
receipt of the official prospectus describing these securities, and agree to the
terms of your Dealer Agreement.
Name of Firm accepting the terms of this Agreement: (Print or type name of Firm)
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Firm Address: (City, State and Zip Code)
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Telephone Number: Fax Number: BD Number:
[ ]
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Authorized Signature: Date: (mm/dd/yyyy)
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Print Name and Title:
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Member of SIPC: (Check one.) [ ] Yes [ ] No Member of FDIC: (Check one.) [ ] Yes [ ] No
Please send us ______ Sentinel Funds prospectus(es) and/or ________ sales kits.
To be completed by Sentinel Financial Services Company
By: ___________________________ B/D Number: ____________________________________
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6754(0504) Page 3 of 3
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Sentinel Funds
Integrity Since 1934
Schedule A to Dealer Agreement
Class A Shares:
For the Class A shares of the Sentinel Balanced Fund, Sentinel Capital Markets
Income Fund, Sentinel Capital Opportunity Fund, Sentinel Common Stock Fund,
Sentinel International Equity Fund, Sentinel Mid Cap Growth Fund and Sentinel
Small Company Fund, the sales charge as a percentage of the offering price and
the payment to the dealer are shown below:
Sales Size % of offering price Payment to Dealer
-------------- ------------------- -----------------
$0-24,999 5.00% 4.50%
$25,000-49,999 4.50% 4.25%
$50,000-99,999 4.00% 3.75%
$100,000-249,999 3.00% 2.75%
$250,000-999,999 2.00% 1.75%
For the Class A shares of the Sentinel High Yield Bond Fund, Sentinel New York
Tax-Free Income Fund, Sentinel Pennsylvania Tax-Free Trust and Sentinel Tax-Free
Income Fund, the sales charge as a percentage of the offering price and the
payment to the dealer are shown below:
Sales Size % of offering price Payment to Dealer
-------------- ------------------- -----------------
$0 to $99,999 4.00% 4.00%
$100,000 to $249,999 3.50% 3.25%
$250,000 to $499,999 2.50% 2.25%
$500,000 to $999,999 2.00% 1.75%
For the Class A shares of the Sentinel Government Securities Fund, the sales
charge as a percentage of the offering price and the payment to the dealer are
shown below:
Sales Size % of offering price Payment to Dealer
-------------- ------------------- -----------------
$0 to $499,999 2.00% 1.75%
$500,000 to $999,999 2.00% 1.75%
For the Class A shares of the Short Maturity Government Fund, the payment to
dealer is 0.75% of the offering price.
For sales of Class A shares of up to $14,999,999 for the Balanced, Capital
Markets Income, Capital Opportunity, Common Stock, International Equity, Mid Cap
Growth and Small Company Funds and for sales of Class A shares of up to
$4,999,999 for sales of the other Funds, Sentinel Financial will pay 1.00% to
dealers. For sales in excess of these amounts, Sentinel Financial will
individually negotiate dealer compensation.
There is no payment to dealer on sales of Class A shares of the U.S. Treasury
Money Market Fund.
Sales charges on Class A shares may be reduced or eliminated in certain
situations. You must advise Sentinel Administrative Services Company, the Funds'
transfer agent, or Sentinel Financial of the applicable reduction or waiver at
the time of purchase, and provide any necessary information about the accounts
involved. These situations are described in the Funds' current prospectus and
may be amended from time to time.
Such situations may include (1) rights of accumulation, (2) letter of intent,
(3) reinstatement, (4) AG&T Advantage Program, (5) current and former
Directors/Trustees of the Funds and predecessors to the Funds, (5) current and
former employees and Directors of the general partners of Sentinel Financial and
their affiliates, (6) participants in the National Life Insurance Company
employee benefit plans, (7) directors, employees and clients of the Funds' sub
-advisors, ( (8) directors and employees of Beneficial Life Insurance C, and
other strategic partners of Sentinel Financial and its affiliates, (9)
registered representatives and other employees of securities dealers that have
entered into a sales agreement with Sentinel Financial, (10) members of the
immediate families of, or survivors of, all of these individuals, (11) non
-profit organizations with which any of these persons are actively involved,
(12)
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Sentinel Funds
Integrity Since 1934
Schedule A to Dealer Agreement
purchasers who are investing section 403(b) loan principal repayments, (13)
investment advisors who place trades for their own accounts or the accounts of
their clients, and who charge an investment management fee for their services,
and clients of these investment advisors who place trades for their own
accounts, if the accounts are linked to the master account of the investment
advisor, (14) clients of trust companies who have entered into an agreement with
Sentinel Financial under which all their clients are eligible to buy Class A
shares at net asset value, (15) investments being transferred from individually
managed trust accounts at American Guaranty & Trust Company (in this event,
Sentinel Financial may negotiate a compensation arrangement for broker-dealers
who facilitate group transfers of assets on a net asset value basis under this
provision), (16) qualified pension, profit-sharing or other employee benefit
plans that have entered into a record-keeping services agreement offered by
Sentinel Administrative Services Company or an affiliate, which offer multiple
fund family investment options, (17) qualified pension, profit-sharing or other
employee benefit plans, if the total amount invested in the plan is at least
$1,000,000, the sponsor signs a $1,000,000 letter of intent, or the shares are
purchased by an employer-sponsored plan with at least 100 eligible employees,
and all of the plan's transactions are executed through a single financial
institution or service organization who has entered into an agreement with
Sentinel Financial to use the Funds in connection with the accounts (Sentinel
Financial may pay dealers for monthly net sales of the Funds other than the U.S.
Treasury Money Market Fund sold, as follows: 1% of the first $10 million of
these purchases, plus 0.50% of the next $10 million of these purchases, plus
0.25% of amounts in excess of $20 million of these purchases) and (18) invest
short-term balances of trust accounts invested by AG&T in the Short Maturity
Government Fund. If more than one person owns an account, all owners must
qualify for the lower or waived sales charge. No payment or a reduced payment
may be made to the dealer in such situations.
Class B Shares
For the Class B shares of the Sentinel Balanced Fund, Sentinel Capital Markets
Income Fund, Sentinel Capital Opportunity Fund, Sentinel Common Stock Fund,
Sentinel High Yield Bond Fund, Sentinel International Equity Fund, Sentinel Mid
Cap Growth Fund, Sentinel Small Company Fund and Sentinel U.S. Treasury Money
Market Fund, the following table sets forth the dealer concession:
Sale Size Dealer Concession
-------------------- -----------------
$0 to $249,999 4.00%
$250,000 to $499,999 2.50%
$500,000 to $999,999 2.00%
The maximum purchase for Class B shares is $999,999. Class B shares will be
subject to varying contingent deferred sales charges, and conversion rights into
Class A shares of the same Fund, as described in the Prospectus. You must advise
Sentinel Administrative Services Company, the Funds' transfer agent, or Sentinel
Financial of the any applicable contingent deferred sales charge reduction or
waiver at the time of redemption, and provide any necessary information about
the accounts involved.
Class B shares of the U.S. Treasury Money Market Fund are not offered for direct
purchase, except in limited circumstances as described in the prospectus.
The Funds currently expect to cease offering new Class B shares of all the Funds
which currently offer Class B shares on April 1, 2006. However, Class B shares
purchased prior to that time are expected to remain outstanding as Class B
shares until they would normally convert to Class A shares.
Class C Shares:
For the Class C shares of the Sentinel Balanced Fund, Sentinel Capital Markets
Income Fund, Sentinel Capital Opportunity Fund, Sentinel Common Stock Fund,
Sentinel High Yield Bond Fund, Sentinel International Equity Fund, Sentinel Mid
Cap Growth Fund and Sentinel Small Company Fund, the dealer concession is 1.00%
of the aggregate purchase amount. The maximum purchase of Class C shares is
$999,999. Class C shares do not convert into any other class of the Funds.
Class C shares will be subject to contingent deferred sales charges, as
described in the Prospectus. You must advise Sentinel Administrative Services
Company, the Funds' transfer agent, or Sentinel Financial of the any applicable
contingent deferred sales charge reduction or waiver at the time of redemption,
and provide any necessary
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Sentinel Funds
Integrity Since 1934
Schedule A to Dealer Agreement
information about the accounts involved.
Class D Shares:
For the Class D shares of the Sentinel Balanced Fund, the dealer concession is
6.00% of the aggregate purchase amount. The maximum purchase for the Class D
shares of Sentinel Balanced Fund is $250,000. Class D shares of Sentinel
Balanced Fund will be subject to varying contingent deferred sales charges, and
conversion rights into Class A shares of the same Fund, as described in the
Prospectus. You must advise Sentinel Administrative Services Company, the Funds'
transfer agent, or Sentinel Financial of the any applicable contingent deferred
sales charge reduction or waiver at the time of redemption, and provide any
necessary information about the accounts involved.
The Funds currently expect to cease offering new Class D shares of the Balanced
Fund on April 1, 2006. However, Class D shares of the Balanced Fund purchased
prior to that time are expected to remain outstanding as Class D shares until
they would normally convert to Class A shares.
Class S Shares:
For the Class S shares of the Sentinel Short Maturity Government Fund, there is
no initial dealer concession.
Service Fees:
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
Sentinel Financial is authorized to pay you certain service fees for providing
services, advice and information to your clients who are invested in certain
Sentinel Funds, subject to the terms set forth in this schedule which may be
revised by us from time to time. Your participation in this service fee program
will be evaluated at specific time intervals. Initial qualification does not
assure continued participation. The Prospectus, Statement of Additional
Information and this Schedule A set forth the terms applicable for service fees
with respect to the various classes of Sentinel Funds shares.
The Class A shares of each Fund, other than the U.S. Treasury Money Market Fund,
have adopted plans under Rule 12b-1 that allow the Funds to pay fees for the
sale and distribution of their shares, and for services provided to
shareholders. The Class A shares of the Funds will pay to Sentinel Financial a
monthly fee of up to a maximum annual rate of (a) 0.30% of average daily net
assets in the case of the Balanced, Capital Markets Income, Capital Opportunity,
Common Stock, International Equity, Mid Cap Growth and Small Company Funds, (b)
0.20% of average daily net assets in the case of the Government Securities, High
Yield Bond, New York Tax-Free Income, Pennsylvania Tax-Free and Tax-Free Income
Funds, or (c) 0.35% of average daily net assets in the case of the Short
Maturity Government Fund. Sentinel Financial may pay dealers up to the maximum
annual rate for such services, but currently expects to pay for the Sentinel
Balanced Fund, Sentinel Capital Markets Income Fund, Sentinel Capital
Opportunity Fund, Sentinel Common Stock Fund, Sentinel International Equity
Fund, Sentinel Mid Cap Growth Fund and Sentinel Small Company Fund, 0.20% of the
average net assets owned by the dealer's clients; for Sentinel Government
Securities Fund, Sentinel High Yield Bond Fund, Sentinel New York Tax-Free
Income Fund, Sentinel Pennsylvania Tax-Free Trust and Sentinel Tax-Free Income
Fund, 0.10% per annum of the average net assets owned by the dealer's clients
and for the Sentinel Short Maturity Government Fund, 0.25% of the average net
assets owned by the dealer's clients. No service fee is paid with respect to
Fund accounts opened prior to March 1, 1993.
The Class B shares of the Balanced, Capital Markets Income, Capital Opportunity,
Common Stock, High Yield Bond, International Equity, Mid Cap Growth and Small
Company Funds have adopted a plan under Rule 12b-1 that allows these Funds to
pay distribution fees for the sale and distribution of their shares, and
services provided to shareholders. The Class B shares of each Fund will pay to
Sentinel Financial a fee of up to a total of 1.00% annually of average daily net
assets, of which up to 0.25% may be paid to dealers. No service fee is paid on
Class B shares of the Sentinel U.S. Treasury Money Market Fund. In each case,
this service fee will begin to accrue on the first day of the thirteenth month
after the purchase of the Class B shares.
The Class C shares of the Balanced, Capital Markets Income, Capital Opportunity,
Common Stock, High Yield Bond, International Equity, Mid Cap Growth and Small
Company Funds have adopted a plan under Rule 12b-1 that allows these Funds to
pay distribution fees for the sale and distribution of their shares, and
services provided to shareholders. These Funds pay to Sentinel Financial a
monthly fee at an annual rate of up to a total of 1.00% of average daily net
assets. In the first year after the purchase, Sentinel Financial keeps this fee
to recover the initial
[GRAPHIC APPEARS HERE]
Sentinel Funds
Integrity Since 1934
Schedule A to Dealer Agreement
sales commission of 1.00% that it pays to the selling dealer. In subsequent
years, the entire distribution fee will be paid to the selling dealer. These
service fees also begin to accrue on the first day of the thirteenth month after
the purchase of the Class C shares.
There is no service fee payable with respect to Class D shares of the Sentinel
Balanced Fund.
In the case of Class S shares of the Sentinel Short Maturity Government Fund,
Sentinel Financial will pay to dealers an annual service fee of 0.75% of the
average daily net assets in such fund in accounts for which you serve as dealer
of record. This service fee will begin to accrue on the day after purchase of
the Class S shares.
Payments of all of the above service fees will be made quarterly in February,
May, August, and November for Class A shares, and in March, June, September, and
December for Class B shares, Class C shares and Class S shares, and pro-rated at
the applicable annual rates. The minimum payment is $25 per payment period.
Quarterly accruals of less than $25 will neither be paid out nor accumulated.
House accounts and street name accounts are not paid a service fee under this
agreement. Service fee payments will terminate when this Dealer Agreement
terminates. These service fee payments may also be modified or terminated by
Sentinel Financial on 60 days written notice without payment of a penalty when:
(i) a majority of the Directors/Trustees who are not interested persons,
or a majority of shares of the Fund or a class of shares of the Fund,
vote to discontinue "12b-1" payments from that Fund or class of shares
of that Fund, or to terminate the investment advisory agreement with
Sentinel Advisors Company, or the Distribution Agreement with Sentinel
Financial; or
(ii) Sentinel Financial finds that modification or termination would be in
the best interests of the Fund or class of shares of such Fund.
Consistent with NASD policies as amended or interpreted from time to time (i)
you waive payment of amounts due from Sentinel Financial which are funded by
fees Sentinel Financial receives under the Funds' 12b-1 plans until Sentinel
Financial is in receipt of the fees on the relevant shares of the Fund, and (ii)
Sentinel Financial's liability for amounts payable to you is limited solely to
the proceeds of the fees receivable to Sentinel Financial on the relevant
shares.
Other:
Sentinel Financial, as principal underwriter and distributor of the Sentinel
Funds, may offer additional funds for sale. These funds will automatically
become part of this Dealer Agreement and its provisions, with payment and other
terms governed by the Prospectus, unless otherwise stated by Sentinel Financial.
