Exhibit 4.(e)
Sub-Investment Advisory Agreement
AGREEMENT made as of this 1st day of July, 1999 by and between Sentinel
Advisors Company (herein called "SAC"), a Vermont general partnership, having
its principal office at National Life Drive, Montpelier, Vermont 05604, and
INVESCO Global Asset Management (N.A.), Inc. (herein called "INVESCO"), a
Delaware corporation, having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Witnesseth:
WHEREAS, SAC is a party to an Investment Advisory Agreement dated as
of March 1, 1993, a copy of which is attached hereto as Exhibit "A" between it
and Sentinel Group Funds, Inc., a corporation organized under the laws of the
State of Maryland, a series of which is Sentinel World Fund (herein called the
"Fund"), pursuant to which SAC provides, inter alia, investment research and
advice to the Fund; and
WHEREAS, SAC wishes to employ INVESCO as a sub-investment adviser to
provide SAC with investment research and other investment services; and
WHEREAS, INVESCO is prepared to provide such services on the terms
and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, SAC and INVESCO agree as follows:
1. INVESCO, employing its best efforts and complete facilities, shall
act as sub-investment adviser to the Fund. As such, it shall, subject to SAC's
supervision, provide a program for the investment and reinvestment of the
cash, securities, and other properties comprising the investment portfolio of
the Fund in accordance with the investment policies and objectives of the Fund
as reflected in the current Prospectus and Statement of Additional Information
of the Sentinel Funds and as may be adopted from time to time by the Board of
Directors of the Fund. INVESCO shall also give SAC a continuing review of
economic conditions and security markets with the help of statistical and
financial data.
2. INVESCO shall select industries and companies to be represented in
the investment portfolio of the Fund and shall carry out programs for the
purchase and sale of the securities included or to be included in the
investment portfolio. All activities will be regularly reported to SAC.
3. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of INVESCO to engage in any other business or
to render services of any kind to any other corporation, firm, individual, or
association.
4. SAC, for its part, shall at all times keep INVESCO fully informed
with regard to the funds available or to become available for investment, and,
in general, the condition of the Fund's affairs. SAC shall furnish INVESCO
with a certified copy of all financial statements and a signed copy of each
report prepared by independent public accountants and with such other
information with regard to the Fund's affairs as INVESCO may from time to time
reasonably request.
5. For the services to be rendered by INVESCO hereunder, SAC shall
pay to INVESCO the greater of a monthly fee equal to 0.03125% (0.375% per
annum) of the average daily net asset value of the Fund up to $500,000,000 and
0.025% (0.30% per annum) of such average net assets in excess of $500,000,000,
as determined in accordance with the provisions of the Prospectus then
constituting part of the Registration Statement then in effect under the
Securities Act of 1933, at the end of each month of the Fund's fiscal year in
arrears, or $20,000 per annum, also in twelve equal monthly installments in
arrears.
6. This Agreement shall become effective upon approval by a vote of a
majority of the outstanding voting securities, as such term is defined in the
Investment Company Act of 1940, as amended (the "Act"), of the Fund, and shall
remain in full force and effect until November 30, 1997, and shall continue
thereafter only so long as its continuance is specifically approved at least
annually by (1) the Board of Directors of the Fund, or by vote of a majority
of the outstanding voting securities, as such term is defined in the Act, of
the Fund, and (2) a majority of the Directors of the Fund who are not
interested persons, as such term is defined in the Act, of any party to this
Agreement, at a meeting called for the purpose of voting on such approval;
provided, however, that (1) this Agreement may at any time be terminated
without the payment of any penalty, either by vote of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting securities of
the Fund, on 60 days' written notice to INVESCO, (2) this Agreement shall
immediately terminate in the event of its assignment (within the meaning of
the Act), and (3) this Agreement may at any time be terminated by INVESCO or
SAC on 60 days' written notice to the other party to this Agreement. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at any office of such party.
7. INVESCO agrees to reimburse the Fund for all expenses it
reasonably incurs in preparing and filing proxy materials, soliciting and
tabulating proxies, and holding a meeting of shareholders of the Fund for the
purpose of obtaining the approval of a majority of the outstanding shares of
the Fund for this Agreement.
8. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations hereunder, INVESCO shall
not be subject to liability for any act or omission in the course or in
connection with the rendition of services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.
Sentinel Advisors Company
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
INVESCO Global Asset Management (N.A.), Inc.
By:
Name:
Title:
