0001104659-13-025354 Sample Contracts

SENTINEL GROWTH LEADERS FUND FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2013 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 the Sentinel Growth Leaders Fund (the “Fund”), a series of the Corporation.

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Sentinel Financial Services Company Dealer Agreement
Sentinel Financial Services Company Dealer Agreement • March 28th, 2013 • 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.

FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2013, 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 the Sentinel Mid Cap II Fund (the “Fund”), a series of the Corporation.

12b-1 FEE WAIVER AGREEMENT
Fee Waiver Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Rule 12b-1 Fee Waiver Agreement, dated as of April 1, 2013, is signed by Sentinel Financial Services Company, a Vermont partnership (the “Distributor”), the principal underwriter of the shares of the Sentinel Short Maturity Government Fund (the “Fund”), a series of Sentinel Group Funds, Inc., a Maryland corporation (the “Corporation”).

SENTINEL FUNDS CLASS I SHARES FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2013, 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”).

TOTAL RETURN BOND FUND FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2013 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 the Sentinel Total Return Bond Fund (the “Fund”), a series of the Corporation.

SENTINEL BALANCED FUND FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • March 28th, 2013 • Sentinel Group Funds Inc

This Agreement, dated as of March 30, 2013 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 the Sentinel Balanced Fund (the “Fund”), a series of the Corporation.

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