<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1996
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only (as
/x/ Definitive Proxy Statement permitted by Rule
14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SENTINEL GROUP FUNDS, INC.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
- -------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials.
- -------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- -------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------
1
<PAGE>
/1/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
2
<PAGE>
SENTINEL WORLD FUND
OF
SENTINEL GROUP FUNDS, INC.
NATIONAL LIFE DRIVE
MONTPELIER, VERMONT 05604
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 9, 1996
To Shareholders of Sentinel World Fund of Sentinel Group Funds, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
Sentinel World Fund of Sentinel Group Funds, Inc. (the "Company") will be
held at the office of National Life Insurance Company, National Life Drive,
Montpelier, Vermont, on Tuesday, July 9, 1996 at 2:30 p.m., to take action
upon the following matters:
1. Consideration of a proposal to approve a sub-investment advisory
agreement between the Company's investment advisor, Sentinel
Advisors Company, and INVESCO Capital Management Inc.; and
2. The transaction of such other business as may properly come before
the meeting.
All shareholders of record at the close of business on April 24, 1996,
are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If by reason of having two or more accounts you receive more than one
proxy card, please sign and return each one.
By order of the Board of Directors
D. Russell Morgan
Secretary
Montpelier, Vermont
May 13, 1996
IF YOU CANNOT ATTEND THE MEETING, PLEASE MARK, DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY PROMPTLY. THIS WILL SAVE
YOUR FUND THE EXPENSE OF ADDITIONAL SOLICITATIONS. YOUR
VOTE IS IMPORTANT!
<PAGE>
SENTINEL WORLD FUND
OF
SENTINEL GROUP FUNDS, INC.
NATIONAL LIFE DRIVE
MONTPELIER, VERMONT 05604
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 9, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Sentinel Group Funds,
Inc. (the "Company") with respect to Sentinel World Fund (the "Fund"), a
series of the Company (whose address is National Life Drive, Montpelier,
Vermont 05604), for use at a Special Meeting of Shareholders of the Fund to
be held at the offices of National Life Insurance Company, National Life
Drive, Montpelier, Vermont, on Tuesday, July 9, 1996 at 10:00 a.m., and at
any adjournments thereof. This proxy statement and the enclosed proxy are
being mailed to shareholders on or about May 13, 1996.
Shareholders of record of the Fund at the close of business on April 24,
1996 will be entitled to be present and to vote at the meeting. As of that
date there were 4,142,001.247 Class A shares and 10,791.976 Class B shares of
the Company's shares allocated to the Fund issued and outstanding.
Whether or not you are able to attend the meeting, your proxy vote is
important. Under the Company's charter, holders of shares of the Fund are
entitled to one vote for each dollar of net asset value per share of the
Fund. A quorum is present if the holders of at least one-third of the votes
entitled to be cast are represented at the meeting, either in person or by
proxy. If a quorum is not present, no action will be taken and the meeting
will be adjourned until such time as a quorum is present. If a quorum is
present, but less than a majority (as defined in the Investment Company Act
of 1940) of the votes is cast in favor or against the proposal, the Board of
Directors has determined that it would be in the best interests of the
shareholders to adjourn the meeting until such time as a majority of the
votes is obtained. A majority of the outstanding votes of the Fund is
defined as the lesser of (a) 67% or more of the votes present at the meeting,
if more than 50% of the outstanding votes are present or represented by proxy
or (b) more than 50% of the outstanding votes, however is less. WE THEREFORE
URGE YOU TO MARK, DATE, SIGN, AND MAIL YOUR PROXY PROMPTLY, TO MAKE CERTAIN
THAT YOUR SHARES ARE REPRESENTED AND WILL BE VOTED AT THE MEETING. IN ORDER
TO AVOID ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN RETURNING YOUR PROXY PROMPTLY.
<PAGE>
Unless otherwise specified, proxies will be voted "FOR" the proposal set
forth in the Notice of Special Meeting of Shareholders preceding this proxy
statement. In each case where the shareholder has appropriately specified
how the proxy is to be voted, it will be voted in accordance with the
specification so made. Proxies which are returned but which are marked
"abstain" or on which a broker-dealer has declined to vote on any proposal
("broker non-votes") will be counted as present for the purposes of a quorum.
However, abstentions and broker non-votes will not be counted as votes cast.
Abstentions and broker non-votes will have the same effect as a vote against
the proposal. Any shareholder has the power to revoke his or her proxy at
any time before it is voted by attending the meeting and voting in person or
by filing with the Secretary of the Company either an instrument revoking the
proxy or another duly executed proxy bearing a later date, at any time before
the meeting.
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the cost of solicitation will be borne by
INVESCO Capital Management, Inc. ("INVESCO"). In addition, proxies may be
solicited by additional mailings, telephone and telegraph, facsimile or
personally by officers and employees of the Company, Sentinel Advisors
Company ("SAC"), the Company's investment advisor, Sentinel Financial
Services Company ("SFSC"), the Company's principal underwriter, Sentinel
Administrative Service Company ("SASC"), the Company's administrative service
provider, or other agents retained by the Company. It is anticipated that
the cost of such supplementary solicitation, if any, will be nominal.
INVESCO will reimburse such entities or other agents for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners
of the shares of the Company allocated to the Fund. The principal offices of
each of SAC, SFSC, and SASC is National Life Drive, Montpelier, Vermont
05604.
APPROVAL OR DISAPPROVAL OF
SUB-INVESTMENT ADVISORY AGREEMENT
The Company is a series-type open-end management investment company
currently comprised of 11 separate series. SAC serves as the investment
advisor to all of the series of the Company, including the Fund, pursuant to
an investment advisory agreement between the Company and SAC dated March 1,
1993. The Fund was added as a series of the Company on March 1, 1993 when
the Company acquired all of the assets and liabilities of the ProvidentMutual
World Fund, Inc. At that time, Cseh International & Associates, Inc.
("Cseh") acted as sub-investment advisor to the Fund pursuant to a sub-
investment advisory agreement that previously had been approved by
shareholders of the Fund at a meeting held on February 19, 1993. Cseh was a
wholly-owned subsidiary of Cashman Farrell and Associates ("Cashman
Farrell"), which succeeded to the business of Cseh when Cseh liquidated in
1994. The sub-investment advisory agreement between SAC and Cashman Farrell
was most recently approved by the Fund's Board of Directors on August 11,
1995.
2
<PAGE>
In January 1996, Cashman Farrell informed SAC that it would discontinue
its operations on March 31, 1996. The Fund's portfolio manager, Erik B.
Granade, left Cashman Farrell and became associated with INVESCO as of April
1, 1996. The sub-investment advisory agreement between SAC and Cashman
Farrell terminated automatically on March 31, 1996.
On March 15, 1996, the Board of Directors of the Company, including all
of the Directors who are not interested persons of the Company, approved a
new sub-investment advisory agreement (the "Sub-Investment Advisory
Agreement") between SAC and INVESCO, pursuant to which INVESCO provides
economic research, securities research, securities analyses and investment
recommendations to SAC. The Sub-Investment Advisory Agreement replaced the
previous sub-investment advisory agreement between SAC and Cashman Farrell
pursuant to which Cashman Farrell acted as sub-investment advisor to the
Fund.
The Board of Directors of the Company hereby recommends that the Sub-
Investment Advisory Agreement be ratified and approved by the Fund's
shareholders. The Board of Directors' recommendation is predominantly based
on its belief that the employment of INVESCO, given the continuity of
portfolio management advice to be provided by Mr. Granade, will facilitate
the performance of the management services necessary for the operation of the
Fund.
If the Sub-Investment Advisory Agreement is ratified and approved by the
stockholders at the Meeting, it will remain in effect until November 30, 1996
and thereafter, as described below. See "Terms of Sub-Investment Advisory
Agreement--Duration and Termination". A copy of the Sub-Investment Advisory
Agreement is attached to this Proxy Statement as Exhibit A. If the Sub-
Investment Advisory Agreement is not ratified and approved by the
stockholders, the Fund will discontinue its relationship with INVESCO as of
July 31, 1996. INVESCO became the Fund's sub-investment advisor on April 1,
1996 and is presently being compensated for performing its duties under the
Sub-Investment Advisory Agreement. The Directors will consider such
alternative management and advisory agreements as are deemed appropriate and
submit their recommendations to stockholders of the Fund at a meeting called
for that purpose.
INFORMATION CONCERNING INVESCO
INVESCO, based in Atlanta, Georgia, is one of the largest independent
investment management firms in the U.S. The majority of INVESCO's client
base is institutional in nature and includes numerous Fortune 500 pension
funds, other U.S. tax-exempt institutions, and international accounts.
INVESCO is a wholly owned subsidiary of INVESCO, Inc. Both INVESCO and
INVESCO, Inc. are located at 1315 Peachtree Street, N.E., Atlanta, Georgia
30309. The ultimate parent, INVESCO, PLC, which is domiciled in the United
Kingdom, is a global organization with total assets under management in
3
<PAGE>
excess of $80 billion. INVESCO currently maintains primary domestic offices
in Boston, Atlanta, Louisville, Dallas, and Denver, and international offices
in London, Paris, Hong Kong, Tokyo, Bermuda, the Channel Islands, and Buenos
Aires.
The following table sets forth information relating to the registered
investment companies which invest primarily in non-U.S. companies with the
investment objective of long-term capital growth, for which INVESCO and its
affiliates act as investment advisor and/or sub-investment advisor:
<TABLE>
<CAPTION>
APPROXIMATE
NET ASSETS AT
MARCH 31, 1996
INVESTMENT COMPANY ANNUAL ADVISORY FEES (MILLIONS)
<S> <C> <C>
INVESCO INTERNATIONAL GROWTH Investment Advisory Fee: $78
FUND 1.0% of net assets
Investment Advisor:
INVESCO Funds Group, Inc.
INVESCO ADVISOR INTERNATIONAL Investment Advisory Fee: $22
VALUE PORTFOLIO 1.0% of net assets
Investment Advisor: Sub-Investment Advisory
INVESCO Services,Inc. Fee:
Sub-Investment Advisor: .35% of net assets; paid by
INVESCO Investment Advisor
</TABLE>
Although INVESCO International Growth Fund ("INVESCO Growth"), INVESCO
Advisor International Value Portfolio ("INVESCO Value") and the Fund have
similar investment objectives, significant differences exist among the funds.
INVESCO acts as sub-investment advisor to both the Fund and INVESCO Value but
has no involvement with INVESCO Growth. As previously stated, Erik Granade,
who has been the portfolio manager of the Fund since May 1994, will continue
as portfolio manager of the Fund; INVESCO Value is managed by a different
portfolio management team in Atlanta, Georgia and INVESCO Growth is managed
by INVESCO affiliates in London, England. While the Fund and INVESCO Value
emphasize a value-oriented investment approach, INVESCO Growth focuses more
on growth potential. For these and other reasons, SAC does not believe that
the affiliations between the investment advisors and sub-investment advisors
of INVESCO Growth and INVESCO Value and the Fund will affect the ability of
INVESCO to perform its obligations as sub-investment advisor to the Fund.
4
<PAGE>
The following table sets forth the name, address, title and principal
occupation of the principal executive officer and each director of INVESCO:
<TABLE>
<CAPTION>
NAME* TITLE PRINCIPAL OCCUPATION
<S> <C> <C>
Wendell Moore Starke Chairman, Chief Chairman of INVESCO (which term
Executive Officer as used herein includes its
corporate predecessors) since
1992, and President and Chief
Investment Officer thereof from
1979 to 1991; Chairman of
INVESCO, Inc. since 1993;
Director and Chief Investment
Officer of INVESCO PLC. since
1994.
Edward Colston Director, President President of INVESCO since 1992,
Mitchell, Jr. Vice President thereof from 1979
to 1991, and Director thereof
since 1979; Portfolio Manager of
INVESCO Services, Inc. since
1995.
Donald Barrett Sallee Director, Vice Director, Vice President and
President Portfolio Manager of INVESCO
since 1979.
Thomas William Director, Vice Director, Vice President and
Norwood President Portfolio Manager of INVESCO
since 1979.
Frank Moss Bishop Director, Vice Director of INVESCO, INVESCO
President Management & Research, Inc.,
INVESCO, Inc., INVESCO Funds
Group, Inc., INVESCO Trust
Company and Primco Capital
Management, Inc. since 1993;
President, Chief Executive
Office and Chief Operating
Officer of INVESCO, Inc. since
1993; Portfolio Manager of
INVESCO since 1987.
Stephen Albright Dana Director, Vice Director of INVESCO since 1994,
President and Vice President and Portfolio
Manager thereof since 1985;
Portfolio Manager of INVESCO
Services, Inc. from 1983 to
1993; Vice President and
Portfolio Manager of Schroder
Capital Management, Inc. from
1976 to 1983.
George William Director, Vice Director of INVESCO since 1994,
Herring, Jr. President and Vice President and Portfolio
Manager thereof since 1985;
Portfolio Manager of INVESCO
Services, Inc. from 1983 to
1993; Senior Vice President and
Portfolio Manager of Citizens &
Southern National Bank from 1981
to 1983.
5
<PAGE>
Thomas Lawrence Director, Vice Director of INVESCO since 1994,
Shields, Jr. President and Vice President and Portfolio
Manager thereof since 1985;
Portfolio Manager of INVESCO
Services, Inc. from 1983 to
1993; Portfolio Manager of
Schroder Capital Management,
Inc. from 1979 to 1983.
</TABLE>
_______________
* The address of each Director and officer is 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
None of the Fund's Directors or officers is affiliated with INVESCO or
any of its affiliates. Except for payments to INVESCO pursuant to the Sub-
Investment Advisory Agreement, the Fund has not made any payments to and has
no other arrangements with either INVESCO or any of its affiliates. INVESCO
does not currently advise any funds with investment objectives similar to
those of the Fund.
6
<PAGE>
TERMS OF SUB-INVESTMENT ADVISORY AGREEMENT
The Sub-Investment Advisory Agreement provides that, subject to SAC's
supervision, INVESCO is responsible for providing a program for the
investment and reinvestment of the cash, securities, and other properties
comprising the investment portfolio of the Fund in accordance with the
investment policies and objectives of the Fund as reflected in the current
Prospectus and Statement of Additional Information of the Sentinel Funds and
as may be adopted from time to time by the Board of Directors. INVESCO will
also provide SAC with a continuing review of economic conditions and security
markets with the help of statistical and financial data. INVESCO is
responsible for making decisions to buy, sell or hold a particular security,
subject to review by SAC and the Board of Directors.
Sub-Investment Advisory Fee. Under the sub-investment advisory
agreement between SAC and Cashman Farrell, Cashman Farrell received
compensation from SAC of the greater of (a) 0.375% per annum of the average
daily net asset value of the Fund up to $500 million and 0.30% per annum of
such average net assets in excess of $500 million or (b) $20,000 per annum.
Under the Sub-Investment Advisory Agreement with INVESCO, INVESCO receives
compensation from SAC based on the same formula as that provided for in the
terminated agreement with Cashman Farrell. For the fiscal year ended
November 30, 1995, the sub-investment advisory fee paid by SAC to Cashman
Farrell aggregated approximately $165,000 (based upon average net assets of
approximately $44.3 million). At March 31, 1996, the Fund had net assets of
approximately $58.4 million. At this asset level the annual sub-investment
advisory fee would aggregate approximately $219,000.
Duration and Termination. The Sub-Investment Advisory Agreement became
effective on April 1, 1996. If it is ratified and approved by a majority of
the outstanding votes (Class A shares and Class B shares voting together as a
single class), the Sub-Investment Advisory Agreement will remain in full
force and effect until November 30, 1996, and shall continue thereafter so
long as its continuance is specifically approved at least annually by vote of
a majority of the outstanding votes (Class A shares and Class B shares voting
together as a single class), as such term is defined in the Investment
Company Act of 1940 as amended (the "Investment Company Act"), of the Fund,
or by the Board of Directors of the Company, including the approval by a
majority of those directors of the Company who are not interested persons, as
such term is defined in the Investment Company Act, of any party to the Sub-
Investment Advisory Agreement, at a meeting called for the purpose of voting
on such approval, provided, however, that (1) the Sub-Investment Advisory
Agreement may at any time be terminated without the payment of any penalty,
either by vote of the Board of Directors of the Company or by vote of a
majority of the outstanding votes (Class A shares and Class B shares voting
together as a single class) of the Fund, on 60 days' written notice to
INVESCO, (2) the Sub-Investment Advisory Agreement shall immediately
terminate in the event of its assignment (within the meaning of the
Investment Company Act), (3) the Sub-Investment Advisory Agreement shall
automatically terminate on July 31, 1996, if it has not been approved prior
7
<PAGE>
to such date by a majority of the outstanding votes (Class A shares and Class
B shares voting together as a single class) of the Fund, and (4) the Sub-
Investment Advisory Agreement may at any time be terminated by INVESCO or SAC
on 60 days' written notice to the other party to the Sub-Investment Advisory
Agreement.
Liability. The Sub-Investment Advisory Agreement provides that, in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations thereunder, INVESCO will not be liable for any
act or omission in connection with its activities as sub-investment advisor.
The following resolution is to be submitted to shareholders at the
Special Meeting of Shareholders. The affirmative vote of a majority of the
votes cast (Class A shares and Class B shares voting together as a single
class) is required to adopt this resolution.
RESOLVED, that the sub-investment advisory agreement
between Sentinel Advisors Company and INVESCO Capital
Management, Inc., be, and it hereby is, ratified and
approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS RATIFY AND
APPROVE THE SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN SAC AND INVESCO.
SIGNIFICANT SHAREHOLDERS
National Life Insurance Company ("NLIC") is the ultimate parent of the
controlling general partners of SAC, SFSC and SASC. NLIC and its controlled
affiliates own 923,123.776 Class A shares and no Class B shares representing
22.3% and 0% of the outstanding voting securities of the Company's shares
allocated to the Fund's Class A shares and Class B shares, respectively. The
above amount includes 650,859.501 Class A shares over which American Guaranty
& Trust Company ("AG&T"), a Delaware trust company, has voting discretion,
having an aggregate net asset value of $9,606,686.24 representing 15.7% of
all votes eligible to be cast at the meeting. These shares are held in
trusts of which the beneficiaries are individual trust clients of AG&T. NLIC
and its affiliates have sole voting and investment power over the remaining
shares. NLIC's address is National Life Drive, Montpelier, Vermont 05604,
and AG&T's address is 220 Continental Drive, Newark, Delaware 19713. The
Company anticipates that NLIC and its affiliates, including AG&T, will vote
their shares in favor of the proposal at the meeting.
The Company is not aware of any other person who owns 5% or more of the
voting securities of the Fund. The shareholdings of each individual Director
do not amount to as much as 1% of the voting securities of the Fund. Taken
8
<PAGE>
as a group, the Directors and executive officers of the Company own
77,806.338 Class A shares (such holdings do not amount to 1% or more of the
outstanding voting securities of Class A shares) and no Class B shares of the
Company.
MEETINGS OF SHAREHOLDERS
The Company is not required and does not intend to hold an annual
meeting of shareholders. However, the Company will be required to call
special meetings of shareholders in accordance with the requirements of the
Investment Company Act, to seek approval of new management and investment
advisory arrangements, of new distribution arrangements or of a change in the
fundamental policies, objectives or restrictions of the Company. The Company
is also required to hold a special shareholder meeting to elect new Directors
at such time as less than two thirds of the Directors holding office have
been elected by shareholders. In addition, the By-laws of the Company
require that, in general, a special meeting of shareholders be held upon the
written request of the holders of 20% of the votes entitled to be cast at
such meeting, and the Investment Company Act requires that a special meeting
of shareholders be held upon the written request of the holders of 10% of the
votes entitled to be cast for the purpose of removing a Director.
Any shareholder wishing to submit a proposal to be considered at the
next meeting of shareholders of the Company must submit such proposal a
reasonable time before the solicitation of proxies in respect of such meeting
is made. The mere submission of a proposal will not guarantee that such
proposal will be presented at the meeting because, in order to be so
presented, a proposal must meet certain requirements of the federal
securities laws.
ANNUAL REPORT DELIVERY
THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL
REPORT FOR THE YEAR ENDED NOVEMBER 30, 1995 , AND, IF AVAILABLE PRIOR TO OR
ON THE MEETING DATE, A COPY OF THE FUND'S SEMI-ANNUAL REPORT FOR THE SIX
MONTHS ENDED MAY 31, 1996, TO ANY SHAREHOLDER UPON REQUEST. Shareholders may
request such documents by writing to D. Russell Morgan, Secretary, Sentinel
Group Funds, Inc., National Life Drive, Montpelier, Vermont 05604, or by
calling SASC at 1-800-282-3863.
9
<PAGE>
OTHER BUSINESS
The only matters of which the management of the Company is aware that
are to be presented for action at the meeting are those outlined herein.
Should any other matters requiring a vote of shareholders or relating to the
conduct of the meeting arise, those who shall act as proxies will vote
according to their best judgment.
By order of the Board of Directors
D. Russell Morgan
Secretary
May 13, 1996
10
<PAGE>
Exhibit A
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this 31st day of March, 1996 by and between Sentinel
Advisors Company (herein called "SAC"), a Vermont general partnership, having
its principal office at National Life Drive, Montpelier, Vermont 05604, and
INVESCO Capital Management, Inc. (herein called "INVESCO"), a Delaware
corporation, having its principal office at 1315 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
Witnesseth:
WHEREAS, SAC is a party to an Investment Advisory Agreement dated as of
March 1, 1993, a copy of which is attached hereto as Exhibit "A" between it
and Sentinel Group Funds, Inc., a corporation organized under the laws of the
State of Maryland, a series of which is Sentinel World Fund (herein called
the "Fund"), pursuant to which SAC provides, inter alia, investment research
and advice to the Fund; and
WHEREAS, SAC wishes to employ INVESCO as a sub-investment adviser to
provide SAC with investment research and other investment services; and
WHEREAS, INVESCO is prepared to provide such services on the terms and
conditions hereinafter contained;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, SAC and INVESCO agree as follows:
1. INVESCO, employing its best efforts and complete facilities, shall
act as sub-investment adviser to the Fund. As such, it shall, subject to
SAC's supervision, provide a program for the investment and reinvestment of
the cash, securities, and other properties comprising the investment
portfolio of the Fund in accordance with the investment policies and
objectives of the Fund as reflected in the current Prospectus and Statement
of Additional Information of the Sentinel Funds and as may be adopted from
time to time by the Board of Directors of the Fund. INVESCO shall also give
SAC a continuing review of economic conditions and security markets with the
help of statistical and financial data.
2. INVESCO shall select industries and companies to be represented in
the investment portfolio of the Fund and shall carry out programs for the
purchase and sale of the securities included or to be included in the
A-1
<PAGE>
investment portfolio. All activities will be regularly reported to SAC.
3. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of INVESCO to engage in any other business or
to render services of any kind to any other corporation, firm, individual, or
association.
4. SAC, for its part, shall at all times keep INVESCO fully informed
with regard to the funds available or to become available for investment,
and, in general, the condition of the Fund's affairs. SAC shall furnish
INVESCO with a certified copy of all financial statements and a signed copy
of each report prepared by independent public accountants and with such other
information with regard to the Fund's affairs as INVESCO may from time to
time reasonably request.
5. For the services to be rendered by INVESCO hereunder, SAC shall pay
to INVESCO the greater of a monthly fee equal to 0.03125% (0.375% per annum)
of the average daily net asset value of the Fund up to $500,000,000 and
0.025% (0.30% per annum) of such average net assets in excess of
$500,000,000, as determined in accordance with the provisions of the
Prospectus then constituting part of the Registration Statement then in
effect under the Securities Act of 1933, at the end of each month of the
Fund's fiscal year in arrears, or $20,000 per annum, also in twelve equal
monthly installments in arrears.
6. This Agreement shall become effective upon approval by a vote of a
majority of the outstanding voting securities, as such term is defined in the
Investment Company Act of 1940, as amended (the "Act"), of the Fund, and
shall remain in full force and effect until November 30, 1996, and shall
continue thereafter only so long as its continuance is specifically approved
at least annually by vote of a majority of the outstanding voting securities,
as such term is defined in the Act, of the Fund, or by the Board of Directors
of the Fund, including the approval by a majority of those directors of the
Fund who are not interested persons, as such term is defined in the Act, of
any party to this Agreement, at a meeting called for the purpose of voting on
such approval, provided, however, that (1) this Agreement may at any time be
terminated without the payment of any penalty, either by vote of the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund, on 60 days written notice to INVESCO, (2) this
Agreement shall immediately terminate in the event of its assignment (within
the meaning of the Act), (3) this Agreement shall automatically terminate on
July 31, 1996, if it has not been approved prior to such date by a majority
of the outstanding shares of the Fund, and (4) this Agreement may at any time
be terminated by INVESCO or SAC on 60 days written notice to the other party
to this Agreement. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at
any office of such party.
A-2
<PAGE>
7. INVESCO agrees to reimburse the Fund for all expenses it reasonably
incurs in preparing and filing proxy materials, soliciting and tabulating
proxies, and holding a meeting of shareholders of the Fund for the purpose of
obtaining the approval of a majority of the outstanding shares of the Fund
for this Agreement.
8. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of its obligations hereunder, INVESCO shall not be
subject to liability for any act or omission in the course or in connection
with the rendition of services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
Sentinel Advisors Company
By: /s/ Keniston P. Merrill
------------------------------
Name: Keniston P. Merrill
Title: Chairman and Chief Executive Officer
INVESCO Capital Management, Inc.
By: /s/ Edward C. Mitchell
-----------------------------
Name: Edward C. Mitchell
Title: President
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<PAGE>
(LOGO) Sentinel Group Funds, Inc.
May , 1996
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Sentinel World Fund, which is to be held on Tuesday, July 9, 1996 at 2:00
p.m., at the home office of National Life Insurance Company, National Life
Drive, Montpelier, Vermont 05604. The meeting will focus on the approval of
a new Sub-Investment Advisory Agreement with INVESCO Capital Management, Inc.
While we would like very much to have you attend the meeting and vote in
person, we realize that this may not be possible.
IF YOU CANNOT ATTEND THE MEETING, IT IS EXTREMELY IMPORTANT THAT
YOU COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY BALLOT SO THAT
YOUR VOTE, BASED ON THE SHARES YOU OWN, WILL BE REPRESENTED. BY
PROMPTLY RETURNING THE PROXY, YOU WILL HELP YOUR COMPANY AVOID
THE NECESSITY AND CONSIDERABLE EXPENSE OF SENDING FOLLOW-UP
MAILINGS TO OBTAIN THE QUORUM OF SHAREHOLDER VOTES REQUIRED BY LAW.
IN THE EVENT YOU LATER DECIDE TO ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AT THAT TIME AND VOTE YOUR SHARES IN PERSON.
If you desire additional information concerning the matters proposed for
action at the meeting, we would be glad to hear from you. Your proxy ballot
on which to indicate your vote is enclosed, along with a postage-free
envelope. I urge you to return it promptly.
Sincerely,
1
<PAGE>
Keniston P. Merrill
Chairman
2
<PAGE>
(LOGO) Sentinel Funds
Integrity Since 1934
Registration Line 1............. Account Number: xxxxxxxxxx
Registration Line 2.............
Registration Line 3............. Shares: xxx,xxx.xxx
Registration Line 4.............
Registration Line 5.............
Registration Line 6.............
Registration Line 7.............
BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE
PROXIES TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" EACH
PROPOSAL AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY
COME BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE
MEETING, PLEASE COMPLETE, DETACH AND MAIL THE LOWER PORTION OF THIS CARD AT
ONCE IN THE ENCLOSED ENVELOPE.
SENTINEL GROUP FUNDS, INC.
SENTINEL WORLD FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
THE UNDERSIGNED HEREBY APPOINTS KENISTON P. MERRILL, JOSEPH M. ROB AND D.
RUSSELL MORGAN AS PROXIES, ACTING BY A MAJORITY OF THOSE PRESENT, EACH WITH
THE POWER TO APPOINT HIS SUBSTITUTE, AND HEREBY AUTHORIZES THEM TO REPRESENT
AND TO VOTE, AS DESIGNATED BELOW, ALL THE SHARES OF SENTINEL WORLD FUND HELD
OF RECORD BY THE UNDERSIGNED ON APRIL 24, 1996, AT THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON JULY 9, 1996 OR ANY ADJOURNMENT THEREOF.
TO VOTE, MARK THE BLOCKS BELOW AS FOLLOWS X
PLEASE DETACH AND RETURN THE LOWER PORTION ONLY
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SENTINEL WORLD FUND
Control Code: xxxxxxxxxx Account Number: xxxxxxxxxx Shares: xxx,xxx.xxx
<TABLE>
<CAPTION>
<S> <C> <C>
For Against Abstain
/ / / / / / 1) APPROVAL OF NEW SUB-INVESTMENT ADVISORY
AGREEMENT WITH INVESCO CAPITAL MANAGEMENT
INC.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
- ---------------- ------------------------- ------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF YOUR
SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE.
1
