<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1996
Securities Act File No. 2-10685
Investment Company Act File No. 811-214
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 76 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [X]
(Check Appropriate Box or Boxes)
SENTINEL GROUP FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
National Life Drive
Montpelier, Vermont 05604
(Address of Principal Executive Offices) (Zip Code)
(802) 229-3900
(Registrant's Telephone Number, including Area Code)
D. Russell Morgan, Esq. Copy to:
c/o Sentinel Group Funds, Inc. John A. MacKinnon, Esq.
National Life Drive Brown & Wood
Montpelier, Vermont 05604 One World Trade Center
(Name and Address of Agent for Service) New York, New York 10048-0557
It is proposed that this filing will become effective (check appropriate box)
[_] immediately upon filing pursuant to paragraph (b)
[X] on April 1, 1996 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES OF COMMON STOCK
UNDER THE SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940. THE NOTICE REQUIRED BY SUCH RULE FOR THE REGISTRANT'S MOST
RECENT FISCAL YEAR WAS FILED ON JANUARY 12, 1996.
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<PAGE>
This Post-Effective Amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C to the Registration Statement (including signature page).
(3) Exhibit 11(b) to the Registration Statement.
Parts A and B are incorporated by reference from Post-Effective Amendment No. 75
to this Registration Statement (File No. 2-10685) filed on January 19, 1996.
This Amendment is being filed solely to file (1) the consent of Coopers &
Lybrand L.L.P. with respect to Post-Effective Amendment No. 75 to the Post-
Effective Registration Statement and (2) the Amended and Restated Charter of the
Company, along with several additional amendments thereto.
<PAGE>
PART C
OTHER INFORMATION
-----------------
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements:
--------------------
Included in Part A:
- Selected Per Share Data and Ratios for the ten years ended November
30, 1995
Incorporated by reference in Part B:
- Selected Per Share Data and Ratios for the five years ended November
30, 1995*
- Statement of Assets and Liabilities at November 30, 1995*
- Statement of Operations for the year ended November 30, 1995*
- Statement of Changes in Net Assets for the years ended November 30,
1995 and 1994*
- Notes to Financial Statements*
- Report of Independent Accountants*
_______________
* Incorporated by reference to the Registrant's 1995 Annual Report to
shareholders filed with the Securities and Exchange Commission for the year
ended November 30, 1995 pursuant to Rule 30b2-1 under the Investment
Company Act of 1940, as amended ("1940 Act").
(b) Exhibits:
--------
1. (a) Amended and Restated Articles of Incorporation of the
Registrant.
(b) Articles of Amendment changing the name of "Sentinel Aggressive
Growth Fund" to "Sentinal Emerging Growth Fund".
(c) Articles of Amendment redesignating certain currently issued
and unissued shares as "Class A" shares.
(d) Articles Supplementary classifying certain unissued and
unclassified shares as "Class B" shares.
2. By-Laws of the Registrant, as amended.(1)
3. None.
4. (a) Portion of the Articles of Incorporation and the By-Laws of the
Registrant defining the rights of holders of Class A and Class
B shares shares of each Fund as series of the Registrant.(2)
(b) Form of Class A and Class B Stock Certificates.(1)
5. Investment Advisory Agreement between the Registrant and
Sentinel Advisors Company (the "Advisor"), dated as of March 1,
1993.(3)
6. Distribution Agreement between the Registrant and Sentinel
Financial Services Company ("SFSC"), dated as of March 1,
1993.(3)
7. None.
8. Custody Agreement between the Registrant and Investors
Fiduciary Trust Company ("IFTC"), dated December 1, 1989.(1)
9. (a) Dividend Paying Agent Agreement between the Registrant and
IFTC, dated December 1, 1989.(1)
(b) Service Agreement between Sentinel Administrative Service
Corporation and IFTC, dated December 1, 1989.(1)
(c) Administrative Services Agreement between Sentinel
Administrative Service
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<PAGE>
Corporation and IFTC, dated December 1, 1989.(1)
(d) Fund Services Agreement between the Registrant and Sentinel
Administrative Services Company ("SASC"), dated as of March 1,
1993.(3)
(e) Form of Agreement and Plan of Reorganization between the
Registrant and The Independence Capital Group of Funds, Inc.(4)
10. Opinion of Brown & Wood, counsel to the Registrant.
11.(A) Consent of Price Waterhouse llp, independent accountants for
the Registrant.
11.(B) CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT
ACCOUNTANTS.
12. None.
13. None.
14. (a) Master Form of Keogh Plan.(1)
(b) Master Form of IRA.(1)
(c) Master Form of Prototype Pension Plan.(1)
(d) Master Form of Prototype Profit Sharing Plan.(1)
(e) Master Form of 403(b) Plan.(1)
15. (a) Class A Distribution Plan pursuant to Rule 12b-1 under the
1940 Act.(1)
(b) Class B Distribution Plan pursuant to Rule 12b-1 under the
1940 Act.
16. Schedule for computation of each performance quotation
provided in the Registration Statement in response to Item
22.(1)
17. Financial Data Schedules.
18. Plan pursuant to Rule 18f-3 under the 1940 Act.
________________________
(1) Incorporated by reference to the Exhibit of the same number to Post-
Effective Amendments No. 54, 55, 56, 57 and 58 of the Registrant on Form N-
1 and Post-Effective Amendments No. 61, 62, 63, 64, 67, 68, 71 and 72 of
the Registrant on Form N-1A.
(2) Reference is made to Articles Fifth, Sixth, Seventh and Eighth of the
Registrant's Amended and Restated Articles of Incorporation, Articles of
Amendment and Articles Supplementary, filed as Exhibits 1(a), 1(c) and
1(d), respectively, to the Registration Statement; and to Paragraphs 4
through 12, 35 through 39, 43 through 45, 50 and 52 through 54 of the
Registrant's By-Laws, previously filed as Exhibit 2 to the Registration
Statement.
(3) Incorporated by reference to Exhibits 4, 6(b), 7(b), 13(b) and 13(g) to the
Registration Statement of the Registrant on Form N-14, File No. 33-55000.
(4) Incorporated by reference to Appendix I to the Prospectus contained in the
Registration Statement of the Registrant on Form N-14 filed with the
Commission on January 6, 1995, File No. 33-88326.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
WITH THE REGISTRANT
---------------------------------------------
None.
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<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of February 29, 1996
-------------- ------------------------
<S> <C>
Sentinel Emerging Growth Fund 11,441
Sentinel Growth Fund 6,591
Sentinel World Fund 4,337
Sentinel Common Stock Fund 45,153
Sentinel Balanced Fund 13,854
Sentinel Bond Fund 4,043
Sentinel New York Tax-Free Income Fund 107
Sentinel Tax-Free Income Fund 2,987
Sentinel Government Securities Fund 4,423
Sentinel Short-Intermediate Government Fund 1,083
Sentinel U.S. Treasury Money Market Fund 4,560
</TABLE>
ITEM 27. INDEMNIFICATION
---------------
See paragraphs 3, 4, 5 and 6 of Article SEVENTH of the Articles of
Amendment to the Registrant's Articles of Incorporation, incorporated
by reference to Exhibit 1(c) to this Registration Statement.
The existing Advisory Agreement (Exhibit 5(b) hereof) provides that in
the absence of willful malfeasance, bad faith, gross negligence or
reckless disregard of the obligations or duties thereunder on the part
of the Advisor, the Advisor shall not be liable to the Registrant or
to any shareholder of the Registrant for any act or omission in the
course of, or connected with rendering services thereunder or for any
losses that may be sustained in the purchase, holding or selling of
any security.
In addition, the Registrant maintains a directors and officers
liability insurance policy with maximum coverage of $15 million under
which the directors and officers of the Registrant are named insureds.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted
to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the 1933 Act and therefore is unenforceable. In the event that a
claim for indemnification against such liabilities (other than for
expenses paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant, unless the matter has been settled by controlling
precedent in the opinion of its counsel, will submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public
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<PAGE>
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
--------------------------------------------------------
Information on the Advisor is incorporated by reference to the
Prospectus included in this Registration Statement.
Partners of the Advisor
-----------------------
Sentinel Management Co. - Managing General Partner
Sentinel Advisors, Inc. - General Partner
Provident Mutual Management Co., Inc. - General Partner
HTK of Delaware, Inc. - General Partner
Officers of the Advisor
-----------------------
Keniston P. Merrill, Chief Executive Officer
Rodney A. Buck, Senior Vice President
Richard D. Temple, Vice President
David M. Brownlee, Vice President
Robert L. Lee, Vice President
Kenneth J. Hart, Vice President
Richard A. Pender, Vice President
Bruce R. Bottamini, Vice President
Dean R. Howe, Vice President and Treasurer
Lisa M. Pettrey, Secretary
Each of the above officers, except for Mr. Merrill, is also an officer
or employee of National Life Insurance Company or its subsidiary,
National Life Investment Management Company, Inc. The principal
business address of each such company is National Life Drive,
Montpelier, Vermont 05604.
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<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
----------------------
(a) The Registrant's principal underwriter, SFSC, also serves as principal
underwriter for Sentinel Pennsylvania Tax-Free Trust.
(b) As to each officer of SFSC:
<TABLE>
<CAPTION>
Positions and
Name and Principal Positions and Offices Offices with
Business Address with SFSC the Registrant
- ----------------- --------------------- ----------------
<S> <C> <C>
Joseph M. Rob Chief Executive Officer President
Jeffrey R. Lauterbach President and Chief None
Operating Officer
John M. Grab, Jr. Senior Vice President Vice President
and Chief Financial
Officer
Douglas G. Newman Vice President None
Julie A. Hendrickson Vice President None
Brian K. Martin Treasurer None
</TABLE>
The principal business address of all such persons is National Life Drive,
Montpelier, Vermont 05604.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
The following maintain physical possession of each account book or other
documents required by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder.
(a) Sentinel Administrative Service Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(a)
Rule 31a-1(b)(1)(2)(3)(4)(5)(6)(7)(8)
Rule 31a-2(a)(b)(c)(f)
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<PAGE>
(b) Sentinel Advisors Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(a)(9)(10)(11)
Rule 31a-1(d)(f)
Rule 31a-2(a)(c)(f)
(c) Sentinel Financial Services Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(d)
Rule 31a-2(c)
ITEM 31. MANAGEMENT SERVICES
-------------------
Not applicable.
ITEM 32. UNDERTAKINGS
------------
Not applicable.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registrant Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Montpelier and
State of Vermont, on the 29th day of March, 1996.
SENTINEL GROUP FUNDS, INC.
(Registrant)
By /s/ Joseph M. Rob
-----------------------
Joseph M. Rob
President
As required by the Securities Act of 1933, this post-effective amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Joseph M. Rob President March 29, 1996
- ---------------------------
Joseph M. Rob
Richard J. Borda* Director
- ---------------------------
Richard J. Borda
Kalman J. Cohen* Director
- ---------------------------
Kalman J. Cohen
Richard D. Farman* Director
- ---------------------------
Richard D. Farman
John D. Feerick* Director
- ---------------------------
John D. Feerick
Richard I. Johannesen, Jr.* Director
- ---------------------------
Richard I. Johannesen, Jr.
Robert B. Mathias* Director
- ---------------------------
Robert B. Mathias*
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- -------
1 (a) Amended and Restated Articles of Incorporation of the Registrant.
(b) Articles of Amendment changing the name of "Sentinel Aggressive Growth
Fund" to "Sentinel Emerging Growth Fund."
(c) Articles of Amendment redesignating certain currently issued and
unissued shares as "Class A" shares.
(d) Articles Supplementary classifying certain unissued and unclassified
shares as "Class B" shares.
11(b) Consent of Coopers & Lybrand L.L.P., independent accountants
<PAGE>
SGFCHAR
01/05/96
rev. 1/11/96
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
SENTINEL GROUP FUNDS, INC.
Sentinel Group Funds, Inc., a Maryland corporation (hereinafter called the
"Corporation") hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
Section 1. The Corporation desires to amend and restate its Charter as
currently in effect and as amended hereby. Therefore, the Charter of the
Corporation is hereby amended and restated by striking out in its entirety the
existing Character and substituting in lieu thereof the following:
For the purpose of forming a stock corporation for one or more lawful
purposes under the provisions of ARTICLE 23 of the Annotated Code of Maryland
(hereinafter sometimes referred to as the "General Corporation Law"), the
natural person hereinafter named as the person acting as the incorporator of the
said corporation does hereby adopt and sign the following Articles of
Incorporation of the Corporation and does hereby acknowledge that his adoption
and signing thereof are his act:
FIRST: 1. The name and post office address of the incorporator is HAROLD X.
SCHREDER, 125 Maiden Lane, New York, New York 10038.
2. The said incorporator is at least twenty-one years of age.
3. The said incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of
Maryland.
SECOND: The name of the Corporation is
SENTINEL GROUP FUNDS, INC.
THIRD: The Corporaiton is formed for the following purposes:
1. To purchase or otherwise acquire, invest and reinvest in, own,
hold, sell, or otherwise dispose of securities or any interests
therein.
2. To create diversified investments in groups of securities and to
provide centralized management and investment supervision
thereof.
3. To exercise any and all rights, powers or privileges of
individual ownership or interest in respect of securities owned
by it or in which it has any interest.
4. To do any and all acts and things and to exercise any further
powers as may seem necessary, appropriate or desirable for the
accomplishment of the foregoing objects or purposes.
The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the Corporation,
and the purposes and powers herein specified shall, except when otherwise
provided in this Article THIRD, be in no
<PAGE>
wise limited or restricted by reference to, or inference from, the terms of
any provision of this or any other Article of these Articles of
Incorporation; provided, that the Corporation shall not conduct any
business, promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
Corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office of the Corporation
within the State of Maryland is 11 East Chase Street, Baltimore,
Maryland 21202, c/o The Prentice-Hall Corporation System, Maryland.
The name and the post office address of the resident agent of the
Corporation within the State of Maryland are The Prentice-Hall
Corporation System, Maryland, 11 East Chase Street, Baltimore,
Maryland 21202. The said resident agent is a corporation of the State
of Maryland.
FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is two billion
(2,000,000,000). All shares of each class shall have a par value of
one cent ($.01) each, with the aggregate par value of all shares
authorized hereby being Twenty Million Dollars ($20,000,000). One
billion three hundred forty million (1,340,000,000) of such shares
have been classified and divided into the following classes, each
class comprising the number of shares and having the designations
indicated, subject, however, to the authority to increase and decrease
the number of shares within a class or to reclassify unissued shares
hereinafter granted to the Board of Directors:
<TABLE>
<CAPTION>
Number of Shares
Class Presently Allocated
- ----- -------------------
<S> <C>
Sentinel Aggressive Growth Fund 50,000,000
Sentinel World Fund 15,000,000
Sentinel U.S. Treasury Money Market Fund 1,000,000,000
Sentinel Balanced Fund 40,000,000
Sentinel Bond Fund 30,000,000
Sentinel Common Stock Fund 75,000,000
Sentinel Growth Fund 25,000,000
Sentinel Government Securities Fund 40,000,000
Sentinel Tax-Free Income Fund 25,000,000
Sentinel Short-Intermediate Government Fund 20,000,000
Sentinel New York Tax-Free Income Fund 20,000,000
</TABLE>
SIXTH: (1) Subject to the power of the Board of Directors to classify and
reclassify unissued shares, the shares of each class of stock of
the Corporation shall have the following preferences, conversion
or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption:
<PAGE>
(a) The assets of the Corporation received as consideration for
the issue or sale of shares of each class, together with all
income, earnings, profits and proceeds thereof, shall be
invested in a diversified portfolio of securities which in
the judgment of the Board of Directors are appropriate for
such class and also may be held as may be reasonably
necessary or appropriate in deposits in any bank, savings
bank or trust company provided that any such bank or trust
company shall have capital, surplus and undivided profits of
not less than Two Million Dollars ($2,000,000), in
obligations of the United States Government and any agency
thereof and in short term municipal or corporate
obligations, all in accordance with the objects and purposes
of this Corporation. Such assets of the Corporation and the
income, earnings and profits derived therefrom, and any
proceeds derived from the sale or other liquidation thereof
and any assets derived from any reinvestment of such
proceeds, in whatever form the same may be, shall
irrevocably appertain to the class of shares in exchange for
which such assets were received by the Corporation for all
purposes, subject only to the rights of creditors, and shall
be so entered upon the books of account. Such assets,
income, earnings and profits derived therefrom, and such
proceeds and assets obtained by the reinvestment thereof are
hereinafter referred to as "assets appertaining to such
class." The assets appertaining to any class of stock shall
be charged with the liabilities (including, in the
discretion of the Board of Directors, accrued expenses and
reserves) in respect of such class, and shall also be
charged with a share of such liabilities (including general
liabilities of the Corporation) in respect of any two or
more classes, in proportion to the asset value of the
respective classes determined as hereinafter provided. The
determination of the Board of Directors shall be conclusive
as to which of such liabilities are allocable to a given
class and as to which of the same are general or allocable
to two or more classes .
(b) In case of the dissolution or other liquidation of the
Corporation, the shareholders of each class shall be
entitled to receive, as a class, out of the assets of the
Corporation available for distribution to shareholders
(other than general assets not appertaining to any
particular class of stock) the assets appertaining to such
class (not including such general assets); and the assets so
distributable to the shareholders of any class shall be
distributed among such shareholders in proportion to the
number of shares of such class held by them respectively. In
the event that there are any general assets not appertaining
to any particular class of stock and available for
distribution, such distribution shall be made among the
holders of stock of all classes, each share of stock sharing
equally with every other share regardless of class.
(c) The holders of the outstanding shares of each class shall be
entitled to receive out of the earned or paid-in surplus of
the Corporation applicable to such class, as dividends, when
and as declared by the Board of Directors payable in cash
and/or stock,
<PAGE>
an amount substantially equivalent to the income received
by the Corporation in the form of interest or dividends
upon the assets appertaining to such class, after deducting
therefrom the expenses (including in the discretion of the
Board of Directors accrued expenses and reserves) allocable
to such class, and after making any adjustments therein
that may be necessary in the case of any particular
dividend, when the number of outstanding shares of such
class has increased or decreased since the previous
dividend, in order to make the amount thereof payable on
each share the same as it would have been in the absence of
such increase or decrease.
(d) Extra dividends on the shares of any class may be declared
by the Board of Directors at any time payable in cash
and/or stock of the same class out of the earned or paid-in
surplus of the Corporation applicable to such class in such
amounts as the Board of Directors in their discretion may
deem advisable, but not exceeding the greater of (A) the
earned surplus, if any, applicable to such class, or (B)
any net profits applicable to such class realized during
the then current or the prior fiscal year. In the
computation of the amount available for any particular
dividend, the Board of Directors may, when the number of
outstanding shares of such class has increased or
decreased, make any adjustments with respect thereto which
may be necessary in order to make the amount available for
such dividend the same per share as it would have been in
the absence of such increase or decrease.
(2) Upon surrender of any properly endorsed certificate for shares
of any class of its capital stock by the record holder thereof
or legal representative of such holder, the Corporation shall
purchase the number of shares represented thereby which is
designated by said holder at the asset value of said shares
determined as of the close of business on the next day after
such surrender on which the New York Stock Exchange shall be
open, or as of such other time as may be required by any rule or
regulation of the Securities and Exchange Commission. The
Corporation shall utilize for this purpose the earned and paid-
in surplus applicable to such class, in such proportion from
each as in the judgment of the Board of Directors will maintain
the same proportionate interest therein of the shares of such
class outstanding after such purchase. Payments shall be made by
the Corporation as soon as is reasonably possible but not later
than the next following day on which a settlement would be made
in accordance with the rules of the New York Stock Exchange with
respect to the sale of any security sold on such Exchange on the
next business day after such surrender of such certificate
representing shares of capital stock of the Corporation. The
Corporation may suspend the foregoing right of redemption or
postpone the date of payment upon redemption of its shares for
more than seven (7) days after the surrender or tender of such
shares to the Corporation or its agent designated for that
purpose for redemption (A) for any period (i) during which the
New York Stock Exchange is closed other than customary weekend
and holiday closings or (ii) during which trading on the New
York Stock Exchange is restricted; (B) for any period during
which an emergency exists as a result of which (i) disposal by
the
<PAGE>
Corporation of securities owned by it is not reasonably
practicable or (ii) it is not reasonably practicable for the
Corporation fairly to determine the value of its net assets; or
(C) for such other periods as the Securities and Exchange
Commission may by order permit for the protection of the
shareholders of the Corporation.
(3) Any holder of shares of stock of the Corporation, or any legal
representative of any holder, or any purchaser thereof on
execution or at any judicial sale, or any pledgee thereof
desirous of selling or transferring the same or any part
thereof, shall first offer the same to the Corporation for
purchase as above provided, and shares of stock of the
Corporation shall not be assignable or transferable (except by
way of pledge) without the written consent of the Corporation,
the granting of which consent shall be in its absolute
discretion, unless such offer shall first be made.
(4) Asset Value, as used herein, shall be determined by or under
authority of the Board of Directors of the Corporation on each
day on which the New York Stock Exchange is open for
unrestricted trading and as of such times as may from time to
time be fixed by the Board of Directors. The power and duty to
determine the asset value of each class may be delegated by the
Board of Directors, from time to time, to any one or more
officers of the Corporation or to the investment adviser of the
Corporation. Such determination shall be made in the following
manner:
a) All securities owned by the Corporation shall be valued at
market value, or in the absence of readily available market
quotations or where a security is deemed restricted as to
resale, at fair value, in all cases as determined by or in
accordance with methods approved and adopted by, the Board
of Directors.
b) All other assets of the Corporation shall be valued at the
fair value thereof as determined by the Board of Directors
in accordance with generally accepted accounting
principles, except that no value shall be assigned to
goodwill, records, or other non-current assets other than
real estate, furniture and computer equipment.
c) Amounts receivable for shares which have been sold but have
not been issued, shall be included in the valuation of
assets.
From the value so determined of all assets appertaining to
each class shall be deducted the liabilities allocated to
such class.
(The liabilities of each class shall be calculated by including
therein all debts and such other accrued liabilities including
declared and unpaid distributions, and such reserves for federal and
state taxes and other contingencies as may be determined by or under
the authority of the Board of Directors to be proper in accordance
with generally accepted accounting principles. The result of the
deduction of liabilities from assets appertaining to each such class
shall be the asset value of such class. Such asset value of each
class shall become effective at such time as may from time to time be
fixed by the Board of Directors and shall remain in effect until a new
asset value for the class shall be determined
<PAGE>
and become effective. The asset value of any class divided by the
number of shares of said class issued and outstanding (including
shares which have been sold, but have not been issued) shall be the
asset value of any one share of said class. The Corporation, however,
shall adjust the actual asset value per share to the next higher or
the next lower cent per share as it may from time to time and at any
time determine. Determinations of asset value per share made in good
faith pursuant to this Paragraph 4 of Article SIXTH by the Board of
Directors, or by persons pursuant to authority granted by the Board of
Directors, shall be final, conclusive and binding upon all parties
concerned.
(5) No shares of any of the classes of stock of the Corporation
shall at any time be sold by the Corporation (or otherwise
issued except as stock dividends) unless the Corporation shall
receive as the net price of each share sold (after deducting
selling costs) a sum in cash and/or securities (valued in the
manner above provided) not less than the asset value of the
shares of such class (as determined in the manner above
provided) except that the initial sale of shares of each class
of stock may be made for such consideration not less than the
par value thereof as may be fixed by the Board of Directors at
its discretion.
(6) A class may be invested with one or more other classes in a
common investment portfolio. Notwithstanding the provisions of
Paragraph (1) of this Article SIXTH, if two or more classes are
invested in a common investment portfolio, the shares of each
such class of stock of the Corporation shall be subject to the
following preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, and, if
there are other classes of stock invested in a different
investment portfolio, shall also be subject to the provisions of
Paragraph (1) of this Article SIXTH at the portfolio level as if
the classes invested in the common investment portfolio were one
class:
(a) The income and expenses of the investment portfolio shall
be allocated among the classes invested in the investment
portfolio in accordance with the number of shares
outstanding of each such class or as otherwise determined
by the Board of Directors.
(b) As more fully set forth in this Paragraph (6) of Article
SIXTH, the liabilities and expenses of the classes invested
in the same investment portfolio may differ and shall be
determined separately from those of each other class.
Accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts
distributable in the event of liquidation of the
Corporation to holders of shares of the Corporation's stock
may vary from class to class invested in the same
investment portfolio. Except for these differences and
certain other differences set forth in this Paragraph (6)
of Article SIXTH or elsewhere in the Charter of the
Corporation, the classes invested in the same investment
portfolio shall have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of
redemption.
<PAGE>
(c) The dividends and distributions of investment income and
capital gains with respect to the classes invested in the
same investment portfolio shall be in such amounts as may
be declared from time to time by the Board of Directors,
and such dividends and distributions may vary among the
classes invested in the same investment portfolio to
reflect differing allocations of the liabilities and
expenses of the Corporation among the classes and any
resultant differences between the net asset values per
share of the classes, to such extent and for such purposes
as the Board of Directors may deem appropriate. The
allocation of investment income, capital gains, expenses
and liabilities of the Corporation among the classes shall
be determined by the Board of Directors in a manner that is
consistent with applicable law.
(7) All holders of shares of stock shall vote as a single class
except as may be required pursuant to any applicable order,
rule, regulation or interpretation issued by the Securities and
Exchange Commission or by applicable law, and except with
respect to any matter which affects only one or more (but less
than all) classes of stock, in which case only the holders of
shares of the class or classes affected shall be entitled to
vote. Holders of shares of each class shall be entitled to one
(1) vote for each dollar of net asset value per share of such
class for each share held.
(8) The proceeds of the redemption of the shares of any class of
stock of the Corporation may be reduced by the amount of any
contingent deferred sales charge or other charge payable on such
redemption pursuant to the terms of issuance of such shares, all
in accordance with the Investment Company Act of 1940 and
applicable rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD"). Such charges may vary within
and among the classes to the extent determined by the Board of
Directors and set forth in the registration statement of the
Corporation that is effective at the time of issuance of the
applicable shares (the "Corporation's Current Registration
Statement").
(9) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, by the
officers of the Corporation) in accordance with the Investment
Company Act of 1940, applicable rules and regulations thereunder
and applicable rules and regulations of the NASD and reflected
in the Corporation's Current Registration Statement, shares of a
particular class of stock of the Corporation may be
automatically converted into shares of another class of stock of
the Corporation based on the relative net asset values of such
classes at the time of conversion, subject, however, to any
conditions of conversion that may be imposed by the Board of
Directors (or with the authorization of the Board of Directors,
by the officers of the Corporation ) and reflected in the
Corporation's Current Registration Statement as aforesaid. The
conditions of such conversion may vary within and among the
classes to the extent determined by the Board of Directors (or
with the authorization of the Board of Directors, by the
officers of the Corporation ) and set forth in the Corporation's
Current Registration Statement.
(10) The Board of Directors may classify and reclassify any unissued
shares of capital stock of any class into one or more additional
or other classes
<PAGE>
as may be established from time to time by setting or changing
in any one or more respects the designations, preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock and pursuant to
such classification or reclassification to increase or decrease
the number of authorized shares of any existing class.
(11) The Board of Directors is authorized, from time to time, to fix
the price or the minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the shares
of stock of the Corporation and securities convertible into
shares of stock of the Corporation.
SEVENTH: The following additional provisions are inserted for the management of
the business and for the conduct of the affairs of this Corporation
and its directors and stockholders:
(1) No stockholder of the Corporation shall have any preemptive or
other right to purchase or subscribe for any shares of the
capital stock of the Corporation which it may issue or sell,
whether now or hereafter authorized, other than such right, if
any, as the Board of Directors of this Corporation in its
discretion from time to time may determine.
(2) The Corporation reserves the right to take any lawful action and
to make any amendment of its Charter, including the right to
make any amendment which changes the terms of any outstanding
shares of the capital stock of the Corporation of any class now
or hereafter authorized by classification, reclassification, or
otherwise, and to make any sale, lease, exchange or transfer of
the property and assets of the Corporation as an entirety, or
substantially as an entirety, with or without its good will and
franchise, if the holders of a majority of the votes of
shareholders entitled to be cast vote in favor of any such
action or amendment, and reserves the right to make any
amendment of its Charter in any form, manner or substance now or
hereafter authorized or permitted by law.
(3) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General
Corporation Law, no director or officer of the Corporation shall
have any liability to the Corporation or its stockholders for
damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer
of the Corporation whether or not such person is a director or
officer at the time of any proceeding in which liability is
asserted.
(4) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent
that the indemnification of directors is permitted by the
Maryland General Corporation Law. The Corporation shall
indemnify and advance expenses to its officers to the same
extent as its directors and may do so to such further extent as
is consistent with laws. The Board of Directors may by law,
resolution or agreement make further provision for
indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation
Law.
Section 2. The amendment and restatement of the Charter of the
Corporation herein made was approved and advised by a majority of the entire
Board of Directors and approved by the stockholders.
Section 3. The provisions set forth in the above Articles of Amendment
and Restatement are all of the provisions of the Corporation's Charter currently
in effect as hereby amended. The current address of the principal office of the
Corporation and the name and address of the Corporation's current resident agent
are as stated in Article FOURTH above and the names of the directors currently
in office are as stated in Article NINTH above.
Section 4. These Articles of Amendment and Restatement do not increase
the authorized stock of the Corporation or the aggregate par value of such
authorized stock.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President, Joseph M. Rob, and attested by its Secretary, D. Russell Morgan, as
of the 20th day of March, 1996.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and states that, to the
best of his knowledge, information and belief, the matters and facts set forth
herein with respect to the authorization and approval hereof are true in all
material respects and that this statement is made under the penalties of
perjury.
WITNESS: SENTINEL GROUP FUNDS, INC.
/s/D. Russell Morgan By: /s/Joseph M. Rob
- -------------------------------- ----------------------------------
D. Russell Morgan, Secretary Joseph M. Rob, President
<PAGE>
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
---------------------
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation, as heretofore amended, is further
-----
amended by changing the designation of all issued and unissued shares of the
Corporation's Sentinel Aggressive Growth Fund to the Sentinel Emerging Growth
Fund.
SECOND: The Corporation is registered as an open-end investment company
------
under the Investment Company Act of 1940, as amended.
THIRD: The foregoing amendment to the Charter of the Corporation was
-----
approved by a majority of the entire Board of Directors of the Corporation and
the Charter amendment is limited to a change expressly permitted by Section
2-605 of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be
made without action by the stockholders.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be signed
in its name and on its behalf by its President, Joseph M. Rob, and witnessed by
its Secretary, D. Russell Morgan, as of the 20th day of March, 1996.
The undersigned President of the Corporation acknowledges these Articles of
Amendment to be the corporate act of the Corporation that states that, to the
best of his knowledge, information and belief, the matters and facts set forth
herein with respect to the authorization and approval hereof are true in all
material respects and that this statement is made under the penalties of
perjury.
WITNESS: Sentinel Group Funds, Inc.
/s/D. Russell Morgan By: /s/Joseph M. Rob
- ------------------------------- ----------------------------------
D. Russell Morgan, Secretary Joseph M. Rob, President
<PAGE>
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
Sentinel Group Funds, Inc., a Maryland corporation having its
principal office in Maryland in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation, as heretofore amended, is
further amended by redesignating the currently issued and unissued shares of
stock of each of the classes of capital stock of the Corporation as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
CLASS DESIGNATION NEW CLASS DESIGNATION PRESENTLY ALLOCATED
----------------- --------------------- -------------------
<S> <C> <C>
Sentinel Emerging Growth Fund Sentinel Emerging Growth Fund, Class A 50,000,000
Sentinel World Fund Sentinel World Fund, Class A 15,000,000
Sentinel U.S. Treasury Money Market Fund Sentinel U.S. Treasury Money Market Fund, Class A 1,000,000,000
Sentinel Balanced Fund Sentinel Balanced Fund, Class A 40,000,000
Sentinel Bond Fund Sentinel Bond Fund, Class A 30,000,000
Sentinel Common Stock Fund Sentinel Common Stock Fund, Class A 75,000,000
Sentinel Growth Fund Sentinel Growth Fund, Class A 25,000,000
Sentinel Government Securities Fund Sentinel Government Securities Fund, Class A 40,000,000
Sentinel Tax-Free Income Fund Sentinel Tax-Free Income Fund, Class A 25,000,000
Sentinel Short-Intermediate Government Fund Sentinel Short-Intermediate Government Fund, Class A 20,000,000
Sentinel New York Tax-Free Income Fund Sentinel New York Tax-Free Income Fund, Class A 20,000,000
</TABLE>
SECOND: The foregoing amendment to the Charter of the Corporation
was approved by a majority of the entire Board of Directors at a meeting duly
convened and held on October 27, 1995.
THIRD: The foregoing amendment to the Charter of the Corporation is
limited to a change expressly permitted by Section 2-605 of Subtitle 6 of Title
2 of the Maryland General Corporation Law to be made without action by
stockholders.
<PAGE>
FOURTH: The Corporation is registered as an open-end company under
the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 21st day of March,
1996.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these
presents to be signed in its name and on its behalf by its duly authorized
officers, who acknowledge that these Articles of Amendment are the corporate
act of the Corporation and that to the best of their knowledge, information and
belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles are true in all material respects and that this
statement is made under the penalties of perjury.
SENTINEL GROUP FUNDS, INC.
WITNESS:
/s/ D. Russell Morgan By: /s/ Joseph M. Rob
- ------------------------ -----------------------
Name: D. Russell Morgan Name: Joseph M. Rob
Title: Secretary Title: President
<PAGE>
SENTINEL GROUP FUNDS, INC.
ARTICLES SUPPLEMENTARY
Sentinel Group Funds, Inc., a Maryland corporation having its
principal office in Maryland in Baltimore City. Maryland (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation currently authorizes two
billion (2,000,000,000) shares of stock, par value $.01 per share, with an
aggregate par value of Twenty Million Dollars ($20,000,000). These Articles
Supplementary do not increase the total authorized stock of the Corporation or
the aggregate par value thereof. The Board of Directors hereby reclassifies
240,000,000 of the unissued authorized but unclassified shares of stock of the
Corporation, par value $.01 per share as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
CLASS ALLOCATED
----- ---------
<S> <C>
Sentinel Emerging Growth Fund, Class B 40,000,000
Sentinel World Fund, Class B 20,000,000
Sentinel Common Stock Fund, Class B 20,000,000
Sentinel Balanced Fund, Class B 20,000,000
Sentinel Bond Fund, Class B 20,000,000
Sentinel Tax-Free Income Fund, Class B 20,000,000
Sentinel U.S. Treasury Money Market Fund, Class B 100,000,000
</TABLE>
SECOND: The shares of Class B stock of each Fund, respectively, of
the Corporation classified hereby shall be invested in a common investment
portfolio with the shares of Class A stock of each such Fund and, if hereafter
authorized by the Board of Directors, with one or more other classes of stock
of the same respective Fund
<PAGE>
and shall have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption set forth in Article SIXTH of the Corporation's
Articles of Amendment and Restatement, and shall be subject to all of the
provisions of the Corporation's Charter relating to stock of the Corporation
generally.
THIRD: The shares of stock reclassified as described above have
been duly reclassified by the Board of Directors pursuant to authority and power
contained in the Charter of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan as the of 22nd day of March, 1996.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these
presents to be signed in its name and on its behalf by its duly authorized
officers, who acknowledge that these Articles Supplementary are the corporate
act of the Corporation and that to the best of their knowledge, information and
belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles are true in all material respects and that this
statement is made under the penalties of perjury.
SENTINEL GROUP FUNDS, INC.
WITNESS:
/s/ D. Russell Morgan By: /s/ Joseph M. Rob
- ------------------------- ------------------------
Name: D. Russell Morgan Name: Joseph M. Rob
Title: Secretary Title: President
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of Post-Effective
Amendment No. 75 to the Registration Statement under the Securities Act of 1933
on Form N-1A (File No. 2-10685) (the "Registration Statement") for Sentinel
Group Funds, Inc. of our report relating to the financial statements and
selected per share data and ratios of Sentinel Pennsylvania Tax-Free Trust
(formerly Provident Mutual Pennsylvania Tax-Free Trust) (the "Fund") appearing
in the December 31, 1992 Annual Report to Shareholders of the Fund, which also
is incorporated by reference into the Registration Statement. We also consent to
the reference to us under the caption "Financial Highlights" in the Prospectus,
which is also a part of the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 29, 1996
