0000225843-10-000098 Sample Contracts

Amendment
Investment Advisory Agreement • September 17th, 2010 • Sentinel Group Funds Inc

The Investment Advisory Agreement by and between Sentinel Group Funds, Inc. and Sentinel Asset Management, Inc. (as successor to Sentinel Advisors Company) dated March 1, 1993, as amended and restated as of April 4, 2008 (the “Agreement”), is hereby amended as of [ ], 2010 by deleting and replacing Paragraph 3 “Compensation of Advisor” with the following:

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AMENDED AND RESTATED TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
Transfer and Dividend Disbursing Agent Agreement • September 17th, 2010 • Sentinel Group Funds Inc • Vermont

THIS AGREEMENT, entered into as of June 7, 2007, and amended and restated as of March 11, 2010, is between Sentinel Group Funds, Inc., a Maryland corporation (“Corporation”), on behalf of each of its series (“Funds”), and Sentinel Administrative Services, Inc., a Vermont corporation (“SASI”).

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