As filed with the Securities and Exchange Commission on January 17, 1997
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:
/x/ Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/ / 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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / 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:
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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:
I. 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
II. 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 _____________ Class A shares and _____________ 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 of 1940, as amended (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.
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 March 1, 1997. 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:
APPROXIMATE
NET ASSETS AT
( )
INVESTMENT COMPANY ANNUAL ADVISORY FEES (MILLIONS)
INVESCO INTERNATIONAL GROWTH FUND Investment Advisory Fee: $__
Investment Advisor: 1.0% of net assets
INVESCO Funds Group, Inc.
INVESCO ADVISOR INTERNATIONAL VALUE Investment Advisory Fee: $__
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: $__
Investment Advisor: (by Class)
A I M Advisors, Inc. 0.95% to $500 million;
0.90% next $500 million;
0.85% thereafter.
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 involvement 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>
NAME* TITLE PRINCIPAL OCCUPATION
- ----- ----- --------------------
<S> <C> <C>
Wendell Moore Starke Chairman, Chief Executive Chairman of INVESCO (which term as
Officer 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, Vice
Mitchell, Jr. 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 Norwood Director, Vice President Director, Vice President and Portfolio
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 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, 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), 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 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 Class A shares and Class B shares
-------------- -------------
representing % and % 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 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 $
---------------
representing % 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 _______
____ Class A shares (such holdings do not amount to 1% or more of the
outstanding Class A shares) and ___________ 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
(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 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 JANUARY 20, 1997, AT THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 1997 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
For Against Abstain
/ / / / / / 1) APPROVAL OF NEW SUB-INVESTMENT ADVISORY
AGREEMENT WITH INVESCO CAPITAL MANAGEMENT INC.
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.
(LOGO) Sentinel Group Funds, Inc.
February 1, 1997
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Sentinel World Fund, which is to be held on Friday, February 28, 1997 at 2:00
p.m., at the home office of National Life Insurance Company, National Life
Drive, Montpelier, Vermont 05604. As described in the enclosed Proxy
Statement, the only business expected to come before the meeting will be the
approval of a new Sub-Investment Advisory Agreement with INVESCO Capital
Management, Inc. which has been made necessary by INVESCO's merger with A I
M Management Group 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 NUMBER OF 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
is enclosed, along with a postage-free envelope. I urge you to return it
promptly.
Sincerely,
Keniston P. Merrill
Chairman
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
TELEPHONE: (212) 839-5300
FACSIMILE: (212) 839-5599
January 17, 1997
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Division of Investment Management
Re: Sentinel World Fund of
Sentinel Group Funds, Inc.
Preliminary Proxy Materials
-----------------------------------
Ladies and Gentlemen:
On behalf of Sentinel World Fund of Sentinel Group Funds, Inc. (the
"Fund") and pursuant to Rule 14a-6(b) under the Securities Exchange Act of
1934 (the "Securities Exchange Act"), transmitted herewith is the preliminary
Notice of the 1997 Special Meeting of Stockholders, Letter to Shareholders,
Proxy Statement and Form of Proxy to be used in connection with the Fund's
1997 Special Meeting of Stockholders to be held on February 28, 1997. It is
anticipated that copies of the enclosed preliminary proxy materials will be
finalized and released to security holders on or about February 1, 1997.
Please direct any communications relating to this filing to the
undersigned at (212) 839-5394.
Sincerely,
/s/ Robert J. Borzone, Jr.
Enclosures
