0001104659-11-017436 Sample Contracts

Sentinel Financial Services Company Dealer Agreement
Sentinel Financial • March 29th, 2011 • Sentinel Group Funds Inc

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. 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.

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Amendment
Sentinel Group Funds Inc • March 29th, 2011

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 December 17, 2010 by deleting and replacing Paragraph 3 “Compensation of Advisor” with the following:

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 29th, 2011 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2011 is by and between Sentinel Asset Management, Inc., a Vermont corporation, located at One National Life Drive, Montpelier, VT 05604 (“Sentinel”) and Sentinel Group Funds, Inc., a Maryland corporation (the “Corporation”), located at One National Life Drive, Montpelier, VT 05604, on behalf of each of its series that offers both Class A and Class I shares (each a “Covered Fund”, and together, the “Covered Funds”).

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