As filed with the Securities and Exchange Commission on January 29, 1997
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
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Check the appropriate box:
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the Commission Only
/x/ Definitive Proxy Statement (as 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.
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(Name of Registrant as Specified in Its Charter)
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SENTINEL WORLD FUND
OF
SENTINEL GROUP FUNDS, INC.
NATIONAL LIFE DRIVE
MONTPELIER, VERMONT 05604
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1997
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 Friday, February 28, 1997 at 2:00 p.m., to take
action upon the following matters:
1. To consider and act upon a proposal to approve a new sub-investment
advisory agreement between the Company's investment advisor,
Sentinel Advisors Company, and INVESCO Capital Management Inc.
("INVESCO"); 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 January 20, 1997,
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
February 1, 1997
IF YOU CANNOT ATTEND THE MEETING, PLEASE MARK, DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY PROMPTLY. THIS WILL SAVE
THE EXPENSE OF ADDITIONAL SOLICITATIONS. YOUR
VOTE IS IMPORTANT!
SENTINEL WORLD FUND
OF
SENTINEL GROUP FUNDS, INC.
NATIONAL LIFE DRIVE
MONTPELIER, VERMONT 05604
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
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 Friday, February 28, 1997 at 2:00 p.m., and at
any adjournments thereof. This proxy statement and the enclosed proxy are
being mailed to shareholders on or about February 1, 1997.
Shareholders of record of the Fund at the close of business on January
20, 1997 will be entitled to be present and to vote at the meeting. As of
that date there were 4,681,533.993 Class A shares and 238,172.414 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, as amended (the "Investment Company Act")) 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, whichever 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.
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. Erik B. Granade has served as the Fund's portfolio manager
since May 1994. He joined INVESCO from another investment adviser in 1996
and, at the time of his change in employment, the Fund's Board of Directors
and shareholders approved a new sub-investment advisory agreement between SAC
and INVESCO, pursuant to which INVESCO provides economic research, securities
research, securities analyses and investment recommendations to SAC.
On November 4, 1996, INVESCO PLC, the ultimate parent of INVESCO,
entered into an agreement of merger with A I M Management Group Inc. ("AIM")
pursuant to which a direct wholly-owned subsidiary of INVESCO PLC ("INVESCO
Sub") will acquire all of the issued and outstanding shares of AIM capital
stock in exchange for shares of INVESCO PLC capital stock (the "Merger").
Upon consummation of the Merger, AIM shareholders will own approximately 45%
of INVESCO PLC's total outstanding capital stock.
The Merger will result in an "assignment" of the sub-investment advisory
agreement between SAC and INVESCO within the meaning of Section 15 of the
Investment Company Act. Under Section 15 of the Investment Company Act, any
change of control of an adviser or a sub-adviser is deemed to be an
assignment. Because INVESCO PLC capital stock constituting more than 25% of
the outstanding voting securities of INVESCO PLC will be issued to the
shareholders of AIM as a result of the Merger, there may be a change of
control of INVESCO PLC and, consequently, INVESCO. Such a change in control
would result in an automatic termination of the existing sub-investment
advisory agreement between SAC and INVESCO as of the closing date of the
Merger, anticipated to be on or about February 28, 1997, under the Investment
Company Act. Accordingly, in anticipation of the consummation of the Merger
and in order to ensure the continuity of sub-investment advisory services
provided to the Fund by INVESCO, a new sub-investment advisory agreement (the
"Sub-Investment Advisory Agreement") between SAC and INVESCO is proposed to
be ratified and approved prior 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.
On December 12, 1996, the Board of Directors of the Company approved the
Sub-Investment Advisory Agreement, to become effective if (i) the Merger is
approved by the requisite number of stockholders of AIM and (ii) the Sub-
Investment Advisory Agreement is approved by shareholders of 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 Erik Granade, who has been the Fund's portfolio
manager since May 1994, will facilitate the performance of the management
services necessary for the operation of the Fund. A copy of the Sub-Investment
Advisory Agreement is attached to this Proxy Statement as Exhibit A.
In the event that the Sub-Investment Advisory Agreement is ratified and
approved by the shareholders of the Fund at the Meeting and the Merger is
subsequently approved by the requisite number of stockholders of AIM, the
Sub-Investment Advisory Agreement will remain in effect until November 30,
1997 and thereafter, as described below. See "Terms of Sub-Investment
Advisory Agreement--Duration and Termination". The terms of the new Sub-
Investment Advisory Agreement are identical to those contained in the sub-
investment advisory agreement between SAC and INVESCO ratified and approved
by the shareholders of the Fund on July 9, 1996. If the Sub-Investment
Advisory Agreement is not ratified and approved by the stockholders of the
Fund, the Fund will continue to be managed by SAC, but SAC will not receive
economic research, securities research, securities research, securities
analyses or investment recommendations from a sub-investment adviser.
INVESCO, which is presently being compensated by SAC for performing its
duties under the existing sub-investment advisory agreement, would cease
being compensated by SAC as of the effective date of the Merger. The Directors
will consider such alternative management and advisory agreements as are deemed
appropriate and submit their recommendations to the stockholders of the Fund at
a meeting called for that purpose.
In the event that the Merger is not approved by the requisite number of
stockholders of AIM, there will not have been an "assignment" of the existing
sub-investment advisory agreement between SAC and INVESCO within the meaning
of Section 15 of the Investment Company Act and such agreement will continue
in effect.
INFORMATION CONCERNING INVESCO AND AIM
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 North America Holdings,
Inc. ("INAH"). INAH 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, as of September 30, 1996, in excess of $91 billion. INVESCO
currently maintains primary domestic offices in Atlanta, Boston, Dallas and
Louisville, and international offices in Bermuda, Buenos Aires, the Channel
Islands, Hong Kong, London, Paris, Toronto and Tokyo.
AIM is a holding company that, together with its affiliates, advises or
manages 38 investment company portfolios consisting of the AIM Family of
Funds(Copyright). As of December 3, 1996, AIM managed or advised investment
company portfolios with assets of approximately $62.6 billion. After the
Merger INVESCO and its affiliates will take over the management of the assets
currently managed or advised by AIM. INVESCO has advised the Board of
Directors of the Company that the Merger is not expected to result in
material changes in the sub-investment advisory services provided to the Fund
by INVESCO.
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, AIM and
their affiliates act as investment advisor and/or sub-investment advisor:
<TABLE>
<CAPTION>
<C> <C> <C>
APPROXIMATE
NET ASSETS AT
DECEMBER 31, 1996
INVESTMENT COMPANY ANNUAL ADVISORY FEES
INVESCO INTERNATIONAL GROWTH FUND Investment Advisory Fee: $ 91 million
Investment Advisor: 1.0% of net assets
INVESCO Funds Group, Inc.
INVESCO ADVISOR INTERNATIONAL VALUE Investment Advisory Fee: $ 52 million
PORTFOLIO 1.0% of net assets
Investment Advisor: Sub-Investment Advisory Fee:
INVESCO Services,Inc. .35% of net assets; paid by
Sub-Investment Advisor: Investment Advisor
INVESCO
AIM INTERNATIONAL EQUITY FUND Investment Advisory Fee: $1.657 billion
Investment Advisor: (by Class) (Class A shares
A I M Advisors, Inc. .95% to $500 million; and Class B shares)
.90% next $500 million;
.85% thereafter.
</TABLE>
Although INVESCO International Growth Fund ("INVESCO Growth"), INVESCO
Advisor International Value Portfolio ("INVESCO Value"), AIM International
Equity Fund ("AIM Equity") 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 direct management
involvement with INVESCO Growth and prior to the Merger has had no involve-
ment with AIM Equity. As previously stated, Erik Granade, who has been
the portfolio manager of the Fund since May 1994, is the portfolio manager
of the Fund; INVESCO Value is managed by a different portfolio management
team in Atlanta, Georgia, INVESCO Growth is managed by INVESCO affiliates
in London, England and AIM Equity has been advised by a different advisory
firm. While the Fund and INVESCO Value emphasize a value-oriented investment
approach, INVESCO Growth focuses more on growth potential and AIM Equity
features an aggressive earnings investment approach. For these and other
reasons, SAC does not believe that the affiliations between the investment
advisors and sub-investment advisors of INVESCO Growth, INVESCO Value
and AIM Equity and the Fund affect the ability of INVESCO to perform its
obligations as sub-investment advisor to the Fund.
The following table sets forth the name, address, title and principal
occupation of the principal executive officer and each director of INVESCO:
<TABLE>
<CAPTION>
<C> <C> <C>
NAME* TITLE PRINCIPAL OCCUPATION
Wendell Moore Starke Chairman, Chief Executive Chairman of INVESCO (which term as used
Officer 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 Mitchell, Jr. Director, President President of INVESCO since 1992, 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 President Director, Vice President and Portfolio
Manager of INVESCO since 1979.
Thomas William Director, Vice President Director, Vice President and Portfolio
Norwood Manager of INVESCO since 1979.
Frank Moss Bishop Director, Vice President Director of INVESCO, INVESCO 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 President Director of INVESCO since 1994, 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 Herring, Jr. Director, Vice President Director of INVESCO since 1994, 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.
Thomas Lawrence Shields, Jr. Director, Vice President Director of INVESCO since 1994, 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
AIM or any of their affiliates. Except for payments to INVESCO pursuant to
the existing sub-investment advisory agreement, the Fund has not made any
payments to and has no other arrangements with either INVESCO or AIM or any
of their affiliates.
TERMS OF SUB-INVESTMENT ADVISORY AGREEMENT
The terms of the Sub-Investment Advisory Agreement are identical to
those contained in the existing sub-investment advisory agreement between SAC
and INVESCO ratified and approved by the shareholders of the Fund on July 9,
1996. 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. For the period April 1, 1996 (the date
INVESCO became the Fund's sub-investment advisor) to November 30, 1996 (the
Fund's fiscal year end), the sub-investment advisory fee paid by SAC to
INVESCO aggregated approximately $167,000 (based upon average net assets of
approximately $66.7 million). At December 31, 1996, the Fund had net assets
of approximately $75.1 million. At this asset level the annual sub-
investment advisory fee would aggregate approximately $281,500.
Duration and Termination. 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, 1997, and shall continue thereafter so
long as its continuance is specifically approved at least annually by (1) 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),
as such term is defined in the Investment Company Act, of the Fund, and
(2) a majority of the 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), and (3) 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 form of sub-investment advisory
agreement attached to the Fund's Proxy Statement
dated February 1, 1997, 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 1,166,552.750 Class A shares and 55,709.332 Class B shares
representing 25% and 23% 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 754,019.402 Class A Shares and
55,709.332 Class B shares over which American Guaranty & Trust Company
("AG&T"), a Delaware trust company, has voting discretion, having an
aggregate net asset value of $12,393,604.35 representing 16% 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
as a group, the Directors and executive officers of the Company own no
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, 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.
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
February 1, 1997
Exhibit A
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this ___ day of ____, 1997 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
investment portfolio. All activities will be regularly reported to SAC.
<PAGE>
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, 1997, and shall
continue thereafter only so long as its continuance is specifically approved
at least annually by (1) the Board of Directors of the Fund, or by vote of a
majority of the outstanding voting securities, as such term is defined in the
Act, of the Fund, and (2) a majority of the 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), and (3) 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.
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.
<PAGE>
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:
-------------------------
Name:
Title:
INVESCO Capital Management, Inc.
By:
------------------------
Name:
Title:
