0000225843-08-000049 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 4th, 2008 • Sentinel Group Funds Inc

Agreement made as of this first day of March, 1993, as amended and restated as of April 4, 2008, 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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FEE AGREEMENT
Fee Agreement • April 4th, 2008 • Sentinel Group Funds Inc

This Agreement by and between Sentinel Asset Management, Inc., a Vermont corporation located at One National Life Drive, Montpelier, VT 05604, and its affiliates (“Sentinel”) and Sentinel Group Funds, Inc., a Maryland corporation, located at One National Life Drive, Montpelier, VT 05604, on behalf of the Sentinel Sustainable Core Opportunities Fund (“Fund”) is dated as of April 4, 2008. WHEREAS, in connection with the reorganization of certain Ctiziens Funds with and into the Sentinel Sustainable Core Opportunities Fund, a series of Sentinel Group Funds, Inc. (“Reorganization”), Sentinel has agreed to waive fees and reimburse expense as described below. NOW THEREFORE, for good and valuable consideration, Sentinel and the Fund agree as follows: 1. Sentinel shall waive fees and/or reimburse expenses so that the total annual expenses of the Class I shares of the Fund shall not exceed 0.76% for a period of one year beginning on the date of the Reorganization. 2. The o

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