As filed with the Securities and Exchange Commission on January 12, 1998
Securities Act File No. 2-10685
Investment Company Act File No. 811-214
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 80 /x/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. /x/
(Check Appropriate Box or Boxes)
-------------
SENTINEL GROUP FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
National Life Drive
Montpelier, Vermont 05604
(Address of Principal Executive Offices) (Zip Code)
(802) 229-3900
(Registrant's Telephone Number, including Area Code)
-------------
D. Russell Morgan, Esq. Copy to:
c/o Sentinel Group Funds, Inc. John A. MacKinnon, Esq.
National Life Drive Brown & Wood LLP
Montpelier, Vermont 05604 One World Trade Center
(Name and Address of Agent for Service) New York, New York 10048-0557
-------------
It is proposed that this filing will become effective (check
appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/x/ on January 12, 1998 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
-------------
The Registrant has registered an indefinite number of its shares under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The notice required by such rule for the Registrant's
most recent fiscal year was filed on January 29, 1997.
- -----------------------------------------------------------------------------
This Amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Prospectus Supplement to the Registration Statement.
(3) Part C to the Registration Statement (including signature page).
(4) Exhibit (a) to the Registration Statement.
Parts A and B are incorporated by reference from Post-Effective Amendment No.
78 to this Registration Statement (File Nos. 2-10685 and 811-214) filed on
April 8, 1997.
THE SENTINEL FUNDS
Supplement Dated January 12, 1998
to Prospectus Dated March 31, 1997
Effective October 7, 1997, the Sentinel Tax-Free Income Fund ceased
offering Class B shares. The Tax-Free Income Fund continues to offer Class A
shares.
Effective December 16, 1997, Sentinel Administrative Service Company
began to reimburse Sentinel Tax-Free Income Fund for expenses in amounts
sufficient to reduce its annualized expense ratio, after expense offset, to
0.75%.
Effective October 7, 1997, the schedules of breakpoints for sales
charges on Class A shares set forth on page 31 of the Prospectus have been
changed by $1, such that the sale size groupings are $0 to $99,999, $100,000
to $249,999, $250,000 to $499,999, $500,000 to $999,999, and $1,000,000 or
more. Similarly, the applicable purchase amounts for the schedules of CDSC's
on Class B shares set forth on page 36 of the Prospectus have been changed by
$1 so that the first table applies to purchase amounts up to $249,999, the
second table applies to purchase amounts from $250,000 to $499,999, and the
third table applies to purchase amounts from $500,000 to $999,999. The table
of broker-dealer payments with respect to Class B share sales on page 32 of
the Prospectus is similarly changed by $1 so that the groupings are the same
as those defined in the preceding sentence.
Please note also that the check writing privilege has been extended to
the holders of Class A shares of the Sentinel High Yield Bond Fund (minimum
check amount $500).
The waiver of the CDSC provision applicable to Class B shares relating
to required distributions from retirement accounts (provision 3 on page 37 of
the Prospectus) is restated as follows: "3. Redemptions from qualified
retirement accounts taken in equal or substantially equal periodic payments
not to exceed life, or joint life expectancy and not otherwise subject to the
10% penalty tax for early withdrawal of Code section 72(t)."
Effective December 16, 1997, Class A shares of the Funds may be
purchased at net asset value by, in addition to the classes of shareholders
listed on page 33 of the Prospectus, investment advisors or financial
planners who place trades for their own accounts or the accounts of their
clients (such clients may include, without limitation, retirement and
deferred compensation plans and trusts used to fund those plans including
those defined in section 401(a), 403(b) or 457 of the Internal Revenue Code
and "rabbi trusts"), and who charge a management, consulting or other fee for
their services; clients of such investment advisors or financial planners who
place trades for their own accounts, if such accounts are linked to the
master account of such investment advisor or financial planner on the books
and records of the broker or agent.
Please also note that investors may be charged a transaction fee by a
broker or agent if they effect transactions in Fund shares through a broker
or agent.
Sentinel Financial Services Company ("SFSC"), the Fund's principal
underwriter, is sponsoring a sales contest during the period January 1, 1998
to December 31, 1998, in which registered representatives of all broker-
dealers who have elected to participate in the contest can qualify for a trip
to a destination to be announced by achieving sales of shares of the Funds
(other than Sentinel U.S. Treasury Money Market Fund) and sales of accounts
managed by American Guaranty & Trust Company, SFSC's trust company affiliate,
aggregating at least $1,200,000, and may bring a guest at SFSC's expense by
achieving such sales of at least $1,700,000. In the event that a change in
law prohibits such a sales contest, however, SFSC will be forced to cancel
the contest.
On December 11, 1997, the Board of Directors of the Funds approved a
change in the investment policies of the Bond Fund and the fixed income
portion of the Balanced Fund, which increases the percentage of assets that
may be invested in fixed-income securities that are either (i) rated lower
than BBB by Standard & Poor's Rating Services ("S&P") or Baa by Moody's
Investors Service, Inc. ("Moody's"), or (ii) unrated securities whose credit
quality, in the Advisor's opinion, is below the credit quality of securities
rated BBB by S&P or Baa by Moody's, from 5% of total assets to 20% of total
assets of the Bond Fund or the fixed-income portion of the Balanced Fund.
Investors should consider that these securities carry greater risks, such as
the risk of default, than other debt securities. Please refer to the Risk
Factors section of the Prospectus Supplement dated June 23, 1997 relating to
the Sentinel High Yield Bond Fund for further information on such securities.
Beginning January 12, 1998, Sentinel Growth Fund is offering Class B
shares in addition to the Class A shares previously offered. The Class B
shares of the Growth Fund will be offered on the same basis as the Class B
shares of the Common Stock, Balanced, Small Company, World, Bond and High
Yield Bond Funds.
Keniston P. Merrill, who led the portfolio management teams responsible
for the Common Stock and Small Company Funds, retired on December 31, 1997.
The Common Stock Fund is now managed by a team consisting of Richard A.
Pender, Vice President of the Advisor, and Daniel J. Manion, Assistant Vice
President of the Advisor. Both Mr. Pender and Mr. Manion have been members
of the Common Stock Fund management team since 1994. Both are Chartered
Financial Analysts. Mr. Pender has been associated with the Advisor or its
affiliates since 1986. Mr. Manion has been associated with the Advisor since
1993; prior to that he was associated with Wright Investors' Service. The
Small Company Fund is now managed by a team consisting of Scott T. Brayman,
Assistant Vice President of the Advisor, and Robert L. Lee, who also manages
the Growth Fund, and for whom information is set forth on page 27 of the
Prospectus. Mr. Brayman is a Chartered Financial Analyst, and has been with
the Advisor since 1995. He has been involved with the Small Company Fund
since he joined the Advisor. Prior to joining the Advisor, he was associated
with Argyle Capital Management, Inc.
R:SGF:STICKERS
PART C
OTHER INFORMATION
-----------------
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements:
--------------------
Included in Part A:
- Selected Per Share Data and Ratios for the ten years ended
November 30, 1996
Incorporated by reference in Part B:
- Selected Per Share Data and Ratios for the five years ended
November 30, 1996*
- Statement of Assets and Liabilities at November 30, 1996*
- Statement of Operations for the year ended November 30, 1996*
- Statement of Changes in Net Assets for the years ended November
30, 1996 and 1995*
- Notes to Financial Statements*
- Report of Independent Accountants*
_______________
* Incorporated by reference to the Registrant's 1996 Annual Report to
shareholders filed with the Securities and Exchange Commission for the
year ended November 30, 1996 pursuant to Rule 30b2-1 under the
Investment Company Act of 1940, as amended ("1940 Act").
(b) Exhibits:
--------
1. (a) Amended and Restated Articles of Incorporation of the
Registrant.
1. (b) Articles of Amendment reclassifying capital stock as
Class A shares.
1. (c) Articles Supplementary creating Class B shares of capital
stock.
1. (d) Articles of Amendment relating to name change of Sentinel
Short Maturity Government Fund.
1. (e) Articles of Amendment relating to name change of Sentinel
Small Company Fund.
1. (f) Articles of Amendment relating to name change of Sentinel
Emerging Growth Fund.
1. (g) Articles Supplementary creating Class C shares of capital
stock.
2. By-Laws of the Registrant, as amended.(1)
3. None.
4. (a) Portion of the Articles of Incorporation and the By-Laws of
the Registrant defining the rights of holders of Class A
shares of each Fund as series of the Registrant.(2)
4. (b) Form of Class A Stock Certificates.(1)
5. Investment Advisory Agreement between the Registrant and
Sentinel Advisors Company (the "Advisor"), dated as of March
1, 1993.(3)
6. Distribution Agreement between the Registrant and Sentinel
Financial Services Company ("SFSC"), dated as of March 1,
1993.(3)
7. None.
8. Custody Agreement between the Registrant and Investors
Fiduciary Trust Company ("IFTC"), dated December 1, 1989.(1)
9. (a) Dividend Paying Agent Agreement between the Registrant and
IFTC, dated December 1, 1989.(1)
9. (b) Service Agreement between Sentinel Administrative Service
Corporation and IFTC, dated December 1, 1989.(1)
9. (c) Administrative Services Agreement between Sentinel
Administrative Service Corporation and IFTC, dated December
1, 1989.(1)
9. (d) Fund Services Agreement between the Registrant and Sentinel
Administrative Services Company ("SASC"), dated as of March
1, 1993.(3)
9. (e) Form of Agreement and Plan of Reorganization between the
Registrant and The Independence Capital Group of Funds,
Inc.(4)
10. None.
11.(a) Consent of Price Waterhouse LLP, independent accountants for
the Registrant.(1)
11.(b) Consent of Coopers & Lybrand L.L.P., independent(1)
accountants.
12. None.
13. None.
14.(a) Master Form of Keogh Plan.(1)
14.(b) Master Form of IRA.(1)
14.(c) Master Form of Prototype Pension Plan.(1)
14.(d) Master Form of Prototype Profit Sharing Plan.(1)
14.(e) Master Form of 403(b) Plan.(1)
15.(a) Class A Distribution Plan pursuant to Rule 12b-1 under the
1940 Act.(1)
15.(b) Amended Class B Distribution Plan pursuant to Rule 12b-1
under the 1940 Act.
16. Schedule for computation of each performance quotation
provided in the Registration Statement in response to Item
22.(1)
17. Financial Data Schedules.(1)
18. Amended Plan pursuant to Rule 18f-3 under the 1940 Act.
________________________
(1) Incorporated by reference to the Exhibit of the same number to Post-
Effective Amendments No. 54, 55, 56, 57 and 58 of the Registrant on Form
N-1 and Post-Effective Amendments No. 61, 62, 63, 64, 67, 68, 71, 72, 76
and 77 of the Registrant on Form N-1A.
(2) Reference is made to Articles Fifth, Sixth, Seventh and Eighth of the
Registrant's Articles of Incorporation, previously filed as Exhibit 1 to
the Registration Statement; and to Paragraphs
4 through 12, 35 through 39, 43 through 45, 50 and 52 through 54 of the
Registrant's By-Laws, previously filed as Exhibit 2 to the Registration
Statement.
(3) Incorporated by reference to Exhibits 4, 6(b), 7(b), 13(b) and 13(g) to
the Registration Statement of the Registrant on Form N-14, File No. 33-
55000.
(4) Incorporated by reference to Appendix I to the Prospectus contained in
the Registration Statement of the Registrant on Form N-14 filed with the
Commission on January 6, 1995, File No. 33-88326.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
WITH THE REGISTRANT
---------------------------------------------
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
-------------------------------
Number of Record Holders
Title of Class as of December 31, 1997
-------------- ------------------------
Sentinel Small Company Fund 11,885
Sentinel Growth Fund 6,777
Sentinel World Fund 6,149
Sentinel Common Stock Fund 50,308
Sentinel Balanced Fund 18,183
Sentinel Bond Fund 3,760
Sentinel New York Tax-Free Income Fund 129
Sentinel Tax-Free Income Fund 2,405
Sentinel Government Securities Fund 3,287
Sentinel Short Maturity Government Fund 1,650
Sentinel U.S. Treasury Money Market Fund 4,755
ITEM 27. INDEMNIFICATION
---------------
See paragraphs 3, 4, 5 and 6 of Article SEVENTH of the Amended and
Restated Articles of Amendment of the Registrant, incorporated by
reference to Exhibit 1(a) to this Registration Statement.
The existing Advisory Agreement (Exhibit 5 hereof) provides that in
the absence of willful malfeasance, bad faith, gross negligence or
reckless disregard of the obligations or duties thereunder on the
part of the Advisor, the Advisor shall not be liable to the
Registrant or to any shareholder of the Registrant for any act or
omission in the course of, or connected with rendering services
thereunder or for any losses that may be sustained in the
purchase, holding or selling of any security.
In addition, the Registrant maintains a directors and officers
liability insurance policy with maximum coverage of $15 million
under which the directors and officers of the Registrant are named
insureds.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and therefore is
unenforceable. In the event that a claim for indemnification
against such liabilities (other than for expenses paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant, unless the matter
has been settled by controlling precedent in the opinion of its
counsel, will submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
--------------------------------------------------------
Information on the Advisor is incorporated by reference to the
Prospectus included in this Registration Statement.
Partners of the Advisor
-----------------------
Sentinel Management Co. - Managing General Partner
Sentinel Advisors, Inc. - General Partner
Provident Mutual Management Co., Inc. - General Partner
HTK of Delaware, Inc. - General Partner
Officers of the Advisor
-----------------------
Rodney A. Buck, Chief Executive Officer
Richard D. Temple, Vice President
David M. Brownlee, Vice President
Robert L. Lee, Vice President
Kenneth J. Hart, Vice President
Richard A. Pender, Vice President
Bruce R. Bottamini, Vice President
Thomas H. Brownell, Vice President
William C. Kane, Vice President
Kay L. Edson, Vice President
Henry J. Restaino, Vice President
Dean R. Howe, Vice President and Treasurer
Lisa M. Pettrey, Secretary
Each of the above officers is also an officer or employee of
National Life Insurance Company or its subsidiary, National Life
Investment Management Company, Inc. The principal business
address of each such company is National Life Drive, Montpelier,
Vermont 05604.
ITEM 29. PRINCIPAL UNDERWRITERS
----------------------
(a) The Registrant's principal underwriter, SFSC, also serves as
principal underwriter for Sentinel Pennsylvania Tax-Free Trust.
(b) As to each officer of SFSC:
Positions and
Name and Principal Positions and Offices Offices with
Business Address with SFSC the Registrant
- --------------- --------------------- --------------
Joseph M. Rob Chief Executive Officer President
Julie B. Hendrickson President and Chief None
Operating Officer
John M. Grab, Jr. Senior Vice President, Vice President
Chief Financial Officer,
and Treasurer
The principal business address of all such persons is National Life
Drive, Montpelier, Vermont 05604.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
--------------------------------
The following maintain physical possession of each account book or other
documents required by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder.
(a) Sentinel Administrative Service Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(a)
Rule 31a-1(b)(1)(2)(3)(4)(5)(6)(7)(8)
Rule 31a-2(a)(b)(c)(f)
(b) Sentinel Advisors Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(a)(9)(10)(11)
Rule 31a-1(d)(f)
Rule 31a-2(a)(c)(f)
(c) Sentinel Financial Services Company
National Life Drive
Montpelier, Vermont 05604
Rule 31a-1(d)
Rule 31a-2(c)
ITEM 31. MANAGEMENT SERVICES
-------------------
Not applicable.
ITEM 32. UNDERTAKINGS
------------
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Montpelier and
State of Vermont, on the 9th day of January, 1998.
SENTINEL GROUP FUNDS, INC.
(Registrant)
By: /s/ Patrick E. Welch
--------------------------------
Patrick E. Welch
Chairman
As required by the Securities Act of 1933, this post-effective amendment
to the Registration Statement has been signed by the following persons in the
capacities on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Patrick E. Welch Chairman January 9, 1998
- --------------------------- (Chief Executive
Patrick E. Welch Officer)
Richard J. Borda* Director
- ---------------------------
Richard J. Borda
Kalman J. Cohen* Director
- ---------------------------
Kalman J. Cohen
Richard D. Farman* Director
- ---------------------------
Richard D. Farman
John D. Feerick* Director
- ---------------------------
John D. Feerick
Richard J. Johannesen, Jr.* Director
- ---------------------------
Richard J. Johannesen, Jr.
Robert B. Mathias* Director
- ---------------------------
Robert B. Mathias
Director
- ---------------------------
Keniston P. Merrill
Deborah G. Miller* Director
- ---------------------------
Deborah G. Miller
John Raisian* Director
- ---------------------------
John Raisian
Susan M. Sterne* Director
- ---------------------------
Susan M. Sterne
Angela E. Vallot* Director
- ---------------------------
Angela E. Vallot
/s/ John M. Grab, Jr. Vice President January 9, 1998
- --------------------------- and Principal Financial and
John M. Grab, Jr. Accounting Officer
*By /s/ Joseph M. Rob January 9, 1998
----------------------
Joseph M. Rob
Attorney-in-Fact
</TABLE>
SENTINEL GROUP FUNDS, INC.
Power of Attorney
-----------------
I, Patrick E. Welch, hereby authorize Joseph M. Rob, as attorney-in-fact,
to sign on my behalf, individually and in my capacity as a Director of
Sentinel Group Funds, Inc. (the "Company"), the Company's Registration
Statement on Form N-1A (including any post-effective amendments thereto),
and to file the same, with all exhibits thereto, with the Securities and
Exchange Commission.
Dated: January 7, 1998
/s/ Patrick E. Welch
-----------------------------------
Patrick E. Welsh
Exhibit 1(a)
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
SENTINEL GROUP FUNDS, INC.
Sentinel Group Funds, Inc., a Maryland corporation (hereinafter called
the "Corporation") hereby certifies to the State Department of Assessments
and Taxation of Maryland that:
Section 1. The Corporation desires to amend and restate its Charter as
currently in effect and as amended hereby. Therefore, the Charter of the
Corporation is hereby amended and restated by striking out in its entirety
the existing Charter and substituting in lieu thereof the following:
For the purpose of forming a stock corporation for one or more lawful
purposes under the provisions of ARTICLE 23 of the Annotated Code of Maryland
(hereinafter sometimes referred to as the "General Corporation Law"), the
natural person hereinafter named as the person acting as the incorporator of
the said corporation does hereby adopt and sign the following Articles of
Incorporation of the Corporation and does hereby acknowledge that his
adoption and signing thereof are his act:
FIRST: 1. The name and post office address of the incorporator is
HAROLD X. SCHREDER, 125 Maiden Lane, New York, New York
10038.
2. The said incorporator is at least twenty-one years of age.
3. The said incorporator is forming the corporation named in
these Articles of Incorporation under the general laws of
the State of Maryland.
SECOND: The name of the Corporation is
SENTINEL GROUP FUNDS, INC.
THIRD: The Corporation is formed for the following purposes:
1. To purchase or otherwise acquire, invest and reinvest in, own, hold,
sell, or otherwise dispose of securities or any interests therein.
2. To create diversified investments in groups of securities and to
provide centralized management and investment supervision thereof.
3. To exercise any and all rights, powers or privileges of individual
ownership or interest in respect of securities owned by it or in
which it has any interest.
4. To do any and all acts and things and to exercise any further powers
as may seem necessary, appropriate or desirable for the
accomplishment of the foregoing objects or purposes.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the Corporation,
and the purposes and powers herein specified shall, except when otherwise
provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any
other Article of these Articles of Incorporation; provided, that the
Corporation shall not conduct any business, promote any purpose, or exercise
any power or privilege within or without the State of Maryland which, under
the laws thereof, the Corporation may not lawfully conduct, promote, or
exercise.
FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 11 East Chase Street, Baltimore,
Maryland 21202, c/o The Prentice-Hall Corporation System, Maryland.
The name and the post office address of the resident agent of the
Corporation within the State of Maryland are The Prentice-Hall Corporation
System, Maryland, 11 East Chase Street, Baltimore, Maryland 21202. The said
resident agent is a corporation of the State of Maryland.
FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is two billion (2,000,000,000).
All shares of each class shall have a par value of one cent ($.01) each, with
the aggregate par value of all shares authorized hereby being Twenty Million
Dollars ($20,000,000). One billion three hundred forty million
(1,340,000,000) of such shares have been classified and divided into the
following classes, each class comprising the number of shares and having the
designations indicated, subject, however to the authority to increase and
decrease the number of shares within a class or to reclassify unissued shares
hereinafter granted to the Board of Directors:
NUMBER OF SHARES
CLASS PRESENTLY ALLOCATED
----- -------------------
Sentinel Aggressive Growth Fund 50,000,000
Sentinel World Fund 15,000,000
Sentinel U.S. Treasury Money Market Fund 1,000,000,000
Sentinel Balanced Fund 40,000,000
NUMBER OF SHARES
CLASS PRESENTLY ALLOCATED
----- -------------------
Sentinel Bond Fund 30,000,000
Sentinel Common Stock Fund 75,000,000
Sentinel Growth Fund 25,000,000
Sentinel Government Securities Fund 40,000,000
Sentinel Tax-Free Income Fund 25,000,000
Sentinel Short-Intermediate Government Fund 20,000,000
Sentinel New York Tax-Free Income Fund 20,000,000
SIXTH: (1) Subject to the power of the Board of Directors to classify
and reclassify unissued shares, the shares of each class of stock of the
Corporation shall have the following preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:
(a) The assets of the Corporation received as consideration for the
issue or sale of shares of each class, together with all income,
earnings, profits and proceeds thereof, shall be invested in a
diversified portfolio of securities which in the judgment of the
Board of Directors are appropriate for such class and also maybe
held as may be reasonably necessary or appropriate in deposits
in any bank, savings bank or trust company provided that any
such bank or trust company shall have capital, surplus and
undivided profits of not less than Two Million Dollars
($2,000,000), in obligations of the United States Government and
any agency thereof and in short term municipal or corporate
obligations, all in accordance with the objects and purposes of
this Corporation. Such assets of the Corporation and the
income, earnings and profits derived therefrom, and any proceeds
derived from the sale or other liquidation thereof and any
assets derived from any reinvestment of such proceeds, in
whatever form the same may be, shall irrevocably appertain to
the class of shares in exchange for which such assets were
received by the Corporation for all purposes, subject only to
the rights of creditors, and shall be so entered upon the books
of account. Such assets, income, earnings and profits derived
therefrom, and such proceeds and assets obtained by the
reinvestment thereof are hereinafter referred to as "assets
appertaining to such class." The assets appertaining to any
class of stock shall be charged with the liabilities (including,
in the discretion of the Board of Directors, accrued expenses
and reserves) in respect of such class, and shall also be
charged with a share of such liabilities (including general
liabilities of the Corporation) in respect of any two or more
classes, in proportion to the asset value of the respective
classes determined as hereinafter provided. The determination
of the Board of Directors shall be conclusive as to which of
such liabilities are allocable to a given class and as to which
of the same are general or allocable to two or more classes.
(b) In case of the dissolution or other liquidation of the
Corporation, the shareholders of each class shall be entitled to
receive, as a class, out of the assets of the Corporation
available for distribution to shareholders (other than general
assets not appertaining to any particular class of stock) the
assets appertaining to such class (not including such general
assets); and the assets so distributable to the shareholders of
any class shall be distributed among such shareholders in
proportion to the number of shares of such class held by them
respectively. In the event that there are any general assets
not appertaining to any particular class of stock and available
for distribution, such distribution shall be made among the
holders of stock of all classes, each share of stock sharing
equally with every other share regardless of class.
(c) The holders of the outstanding shares of each class shall be
entitled to receive out of the earned or paid-in surplus of the
Corporation applicable to such class, as dividends, when and as
declared by the Board of Directors payable in cash and/or
stock,an amount substantially equivalent to the income received
by the Corporation in the form of interest or dividends upon the
assets appertaining to such class, after deducting therefrom the
expenses (including in the discretion of the Board of Directors
accrued expenses and reserves) allocable to such class, and
after making any adjustments therein that may be necessary in
the case of any particular dividend, when the number of
outstanding shares of such class has increased or decreased
since the previous dividend, in order to make the amount thereof
payable on each share the same as it would have been in the
absence of such increase or decrease.
(d) Extra dividends on the shares of any class may be declared by
the Board of Directors at any time payable in cash and/or stock
of the same class out of the earned or paid-in surplus of the
Corporation applicable to such class in such amounts as the
Board of Directors in their discretion may deem advisable, but
not exceeding the greater of (A) the earned surplus, if any,
applicable to such class, or (B) any net profits applicable to
such class realized during the then current or the prior fiscal
year. In the computation of the amount available for any
particular dividend, the Board of Directors may, when the number
of outstanding shares of such class has increased or decreased,
make any adjustments with respect thereto which may be necessary
in order to make the amount available for such dividend the same
per share as it would have been in the absence of such increase
or decrease.
(2) Upon surrender of any properly endorsed certificate for shares of
any class of its capital stock by the record holder thereof or legal
representative of such holder, the Corporation shall purchase the
number of shares represented thereby which is designated by said
holder at the asset value of said shares determined as of the close
of business on the next day after such surrender on which the New
York Stock Exchange shall be open, or as of such other time as may
be required by any rule or regulation of the Securities and Exchange
Commission. The Corporation shall utilize for this purpose the
earned and paid-in surplus applicable to such class, in such
proportion from each as in the judgment of the Board of Directors
will maintain the same proportionate interest therein of the shares
of such class outstanding after such purchase. Payments shall be
made by the Corporation as soon as is reasonably possible but not
later than the next following day on which a settlement would be
made in accordance with the rules of the New York Stock Exchange
with respect to the sale of any security sold on such Exchange on
the next business day after such surrender of such certificate
representing shares of capital stock of the Corporation. The
Corporation may suspend the foregoing right of redemption or
postpone the date of payment upon redemption of its shares for more
than seven (7) days after the surrender or tender of such shares to
the Corporation or its agent designated for that purpose for
redemption (A) for any period (i) during which the New York Stock
Exchange is closed other than customary weekend and holiday closings
or (ii) during which trading on the New York Stock Exchange is
restricted; (B) for any period during which an emergency exists as a
result of which (i) disposal by the Corporation of securities owned
by it is not reasonably practicable or (ii) it is not reasonably
practicable for the Corporation fairly to determine the value of its
net assets; or (C) for such other periods as the Securities and
Exchange Commission may by order permit for the protection of the
shareholders of the Corporation.
(3) Any holder of shares of stock of the Corporation, or any legal
representative of any holder, or any purchaser thereof on execution
or at any judicial sale, or any pledgee thereof desirous of selling
or transferring the same or any part thereof, shall first offer the
same to the Corporation for purchase as above provided, and shares
of stock of the Corporation shall not be assignable or transferable
(except by way of pledge) without the written consent of the
Corporation, the granting of which consent shall be in its absolute
discretion, unless such offer shall first be made.
(4) Asset Value, as used herein, shall be determined by or under
authority of the Board of Directors of the Corporation on each day
on which the New York Stock Exchange is open for unrestricted
trading and as of such times as may from time to time be fixed by
the Board of Directors. The power and duty to determine the asset
value of each class may be delegated by the Board of Directors, from
time to time, to any one or more officers of the Corporation or to
the investment adviser of the Corporation. Such determination shall
be made in the following manner:
(a) All securities owned by the Corporation shall be valued at
market value, or in the absence of readily available market
quotations or where a security is deemed restricted as to
resale, at fair value, in all cases as determined by or in
accordance with methods approved and adopted by, the Board of
Directors.
(b) All other assets of the Corporation shall be valued at the fair
value thereof as determined by the Board of Directors in
accordance with generally accepted accounting principles, except
that no value shall be assigned to goodwill, records, or other
non-current assets other than real estate, furniture and
computer equipment.
(c) Amounts receivable for shares which have been sold but have not
been issued, shall be included in the valuation of assets.
From the value so determined of all assets appertaining to each
class shall be deducted the liabilities allocated to such class.
The liabilities of each class shall be calculated by including
therein all debts and such other accrued liabilities including
declared and unpaid distributions, and such reserves for federal and
state taxes and other contingencies as may be determined by or under
the authority of the Board of Directors to be proper in accordance
with generally accepted accounting principles. The result of the
deduction of liabilities from assets appertaining to each such class
shall be the asset value of such class. Such asset value of each
class shall become effective at such time as may from time to time
be fixed by the Board of Directors and shall remain in effect until
a net asset value for the class shall be determined and become
effective. The asset value of any class divided by the number of
shares of said class issued and outstanding (including shares which
have been sold, but have not been issued) shall be the asset value
of any one share of said class. The Corporation, however, shall
adjust the actual asset value per share to the next higher or the
next lowest cent per share as it may from time to time and at any
time determine. Determinations of asset value per share made in
good faith pursuant to this Paragraph 4 of Article SIXTH by the
Board of Directors, or by persons pursuant to authority granted by
the Board of Directors, shall be final, conclusive and binding upon
all parties concerned.
(5) No shares of any of the classes of stock of the Corporation shall at
anytime be sold by the Corporation (or otherwise issued except as
stock dividends) unless the Corporation shall receive as the net
price of each share sold (after deducting selling costs) a sum in
cash and/or securities (valued in the manner above provided) not
less than the asset value of the shares of such class (as determined
in the manner above provided) except that the initial sale of shares
of each class of stock may be made for such consideration not less
than the par value thereof as may be fixed by the Board of Directors
at its discretion.
(6) A class may be invested with one or more other classes in a common
investment portfolio. Notwithstanding the provisions of Paragraph
(1) of this Article SIXTH, if two or more classes are invested in a
common investment portfolio, the shares of each such class of stock
of the Corporation shall be subject to the following preferences,
conversion or other rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and conditions of
redemption, and, if there are other classes of stock invested in a
different investment portfolio, shall also be subject to the
provisions of Paragraph (1) of this Article SIXTH at the portfolio
level as if the classes invested in the common investment portfolio
were one class:
(a) The income and expenses of the investment portfolio shall be
allocated among the classes invested in the investment portfolio
in accordance with the number of shares outstanding of each such
class or as otherwise determined by the Board of Directors.
(b) As more fully set forth in this Paragraph (6) of Article SIXTH,
the liabilities and expenses of the classes invested in the same
investment portfolio may differ and shall be determined
separately from those of each other class. Accordingly, the net
asset value, the dividends and distributions payable to holders,
and the amounts distributable in the event of liquidation of the
Corporation to holders of shares of the Corporation's stock may
vary from class to class invested in the same investment
portfolio. Except for these differences and certain other
differences set forth in this Paragraph (6) of Article SIXTH or
elsewhere in the Charter of the Corporation, the classes
invested in the same investment portfolio shall have the same
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption.
(c) The dividends and distributions of investment income and capital
gains with respect to the classes invested in the same
investment portfolio shall be in such amounts as may be declared
from time to time by the Board of Directors, and such dividends
and distributions may vary among the classes invested in the
same investment portfolio to reflect differing allocations of
the liabilities and expenses of the Corporation among the
classes and any resultant differences between the net asset
values per share of the classes, to such extent and for such
purposes as the Board of Directors may deem appropriate. The
allocation of investment income, capital gains, expenses and
liabilities of the Corporation among the classes shall be
determined by the Board of Directors in a manner that is
consistent with applicable law.
(7) All holders of shares of stock shall vote as a single class except
as maybe required pursuant to any applicable order, rule, regulation
or interpretation issued by the Securities and Exchange Commission
or by applicable law, and except with respect to any matter which
affects only one or more (but less than all) classes of stock, in
which case only the holders of shares of the class or classes
affected shall be entitled to vote. Holders of shares of each class
shall be entitled to one (1) vote for each dollar of net asset value
per share of such class for each share held.
(8) The proceeds of the redemption of the shares of any class of stock
of the Corporation may be reduced by the amount of any contingent
deferred sales charge or other charge payable on such redemption
pursuant to the terms of issuance of such shares, all in accordance
with the Investment Company Act of 1940 and applicable rules and
regulations of the National Association of Securities Dealers, Inc.
("NASD"). Such charges may vary within and among the classes to the
extent determined by the Board of Directors and set forth in the
registration statement of the Corporation that is effective at the
time of issuance of the applicable shares (the "Corporation's
Current Registration Statement").
(9) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of
the Corporation) in accordance with the Investment Company Act of
1940, applicable rules and regulations thereunder and applicable
rules and regulations of the NASD and reflected in the Corporation's
Current Registration Statement, shares of a particular class of
stock of the Corporation may be automatically converted into shares
of another class of stock of the Corporation based on the relative
net asset values of such classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by the
Board of Directors (or with the authorization of the Board of
Directors, by the officers of the Corporation) and reflected in the
Corporation's Current Registration Statement as aforesaid. The
conditions of such conversion may vary within and among the classes
to the extent determined by the Board of Directors (or with the
authorization of the Board of Directors, by the officers of the
Corporation) and set forth in the Corporation's Current Registration
Statement.
(10) The Board of Directors may classify and reclassify any unissued
shares of capital stock of any class into one or more additional
or other classes as may be established from time to time by
setting or changing in any one or more respects the
designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such
shares of stock and pursuant to such classification or
reclassification to increase or decrease the number of
authorized shares of any existing class.
(11) The Board of Directors is authorized, from time to time, to fix
the price or the minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the shares
of stock of the Corporation and securities convertible into
shares of stock of the Corporation.
SEVENTH: The following additional provisions are inserted for the
management of the business and for the conduct of the affairs of this
Corporation and its directors and stockholders:
(1) No stockholder of the Corporation shall have any preemptive or other
right to purchase or subscribe for any shares of the capital stock
of the Corporation which it may issue or sell, whether now or
hereafter authorized, other than such right, if any, as the Board of
Directors of this Corporation in its discretion from time to time
may determine.
(2) The Corporation reserves the right to take any lawful action and to
make any amendment of its Charter, including the right to make any
amendment which changes the terms of any outstanding shares of the
capital stock of the Corporation of any class now or hereafter
authorized by classification, reclassification, or otherwise, and to
make any sale, lease, exchange or transfer of the property and
assets of the Corporation as an entirety, or substantially as an
entirety, with or without its goodwill and franchise, if the holders
of a majority of the votes of shareholders entitled to be cast vote
in favor of any such action or amendment, and reserves the right to
make any amendment of its Charter in any form, manner or substance
now or hereafter authorized or permitted by law.
(3) To the fullest extent that limitations on the liability of directors
and officers are permitted by the Maryland General Corporation Law,
no director or officer of the Corporation shall have any liability
to the Corporation or its stockholders for damages. This limitation
on liability applies to events occurring at the time a person serves
as a director or officer of the Corporation whether or not such
person is a director or officer at the time of any proceeding in
which liability is asserted.
(4) The Corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
the indemnification of directors is permitted by the Maryland
General Corporation Law. The Corporation shall indemnify and
advance expenses to its officers to the same extent as its directors
and may do so to such further extent as is consistent with laws.
The Board of Directors may by law, resolution or agreement make
further provision for indemnification of directors, officers,
employees and agents to the fullest extent permitted by the Maryland
General Corporation Law.
(5) No provision of these Articles of Incorporation shall be effective
to protect or purport to protect any director or officer of this
Corporation against any liability to the Corporation or its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(6) References to the Maryland General Corporation Law in this Article
SEVENTH are to that law as from time to time amended. No amendment
of the Corporation's Articles of Incorporation shall affect any
right of any person under this Article SEVENTH based on any event,
omission or proceeding prior to the amendment.
(7) The presence in person or by proxy of the holders of one-third of
all the votes entitled to be cast at the meeting (without regard to
class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which by law requires the approval
of one or more classes of stock, in which case the presence in
person or by proxy of the holders of one-third of all votes of all
classes entitled to vote on the matter shall constitute a quorum.
EIGHTH: The initial By-Laws of the Corporation shall be adopted by the
Board of Directors at their organizational meeting. The Board of Directors
shall have power insofar as permitted by law to make, alter, amend, and
repeal the By-Laws of the Corporation. The Corporation reserves the right to
amend, alter, change, add to or repeal any provision contained in its Charter
in the manner now or hereafter prescribed by statute, and all rights and
powers conferred by its Charter on stockholders, directors and officers are
granted subject to this reservation.
NINTH: (1) The number of directors of the Corporation, until such
number shall be increased or decreased pursuant to the By-Laws of the
Corporation, is eleven. The number of directors shall never be less than the
number prescribed by the General Corporation Law.
(2) The names of the directors of the Corporation currently in
office are:
Richard J. Borda
Kalman J. Cohen
Richard D. Farman
John D. Feerick
Richard I. Johannesen, Jr.
Robert B. Mathias
Keniston P. Merrill
Deborah G. Miller
Stanley R. Reber
Susan M. Sterne
Section 2. The amendment and restatement of the Charter of the
Corporation herein made was approved and advised by a majority of the entire
Board of Directors and approved by the stockholders.
Section 3. The provisions set forth in the above Articles of Amendment
and Restatement are all of the provisions of the Corporation's Charter
currently in effect as hereby amended. The current address of the principal
office of the Corporation and the name and address of the Corporation's
current resident agent are as stated in Article FOURTH above and the names of
the directors currently in office are as stated in Article NINTH above.
Section 4. These Articles of Amendment and Restatement do not increase
the authorized stock of the Corporation or the aggregate par value of such
authorized stock.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these Articles
of Amendment and Restatement to be signed in its name and on its behalf by
its President, Joseph M. Rob, and attested by its Secretary, D. Russell
Morgan, as of the 20th day of March, 1996.
The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and states that, to
the best of his knowledge, information and belief, the matters and facts set
forth herein with respect to the authorization and approval hereof are true
in all material respects and that this statement is made under the penalties
of perjury.
WITNESS: SENTINEL GROUP FUNDS, INC.
/s/ D. Russell Morgan /s/ Joseph M. Rob
________________________________ By: _____________________________
D. Russell Morgan, Secretary Joseph M. Rob, President
Exhibit 1(b)
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation, as heretofore amended, is
further amended by redesignating the currently issued and unissued shares of
stock of each of the classes of capital stock of the Corporation as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
CLASS DESIGNATION NEW CLASS DESIGNATION PRESENTLY ALLOCATED
----------------- --------------------- -------------------
<S> <C> <C>
Sentinel Emerging Growth Fund Sentinel Emerging Growth Fund, Class A 50,000,000
Sentinel World Fund Sentinel World Fund, Class A 15,000,000
Sentinel U.S. Treasury Money Market Fund Sentinel U.S. Treasury Money Market Fund, Class A 1,000,000,000
Sentinel Balanced Fund Sentinel Balanced Fund, Class A 40,000,000
Sentinel Bond Fund Sentinel Bond Fund, Class A 75,000,000
Sentinel Common Stock Fund Sentinel Common Stock Fund, Class A 30,000,000
Sentinel Growth Fund Sentinel Growth Fund, Class A 25,000,000
Sentinel Government Securities Fund Sentinel Government Securities Fund, Class A 40,000,000
Sentinel Tax-Free Income Fund Sentinel Tax-Free Income Fund, Class A 25,000,000
Sentinel Short-Intermediate Government Fund Sentinel Short-Intermediate Government Fund, Class A 20,000,000
Sentinel New York Tax-Free Income Fund Sentinel New York Tax-Free Income Fund, Class A 20,000,000
</TABLE>
SECOND: The foregoing amendment to the Charter of the Corporation was
approved by a majority of the entire Board of Directors at a meeting duly
convened and held on October 27, 1995.
THIRD: The foregoing amendment to the Charter of the Corporation is
limited to a change expressly permitted by Section 2-605 of Subtitle 6 of
Title 2 of the Maryland General Corporation Law to be made without action by
stockholders.
FOURTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 21st day of March,
1996.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these
presents to be signed in its name and on its behalf by its duly authorized
officers, who acknowledge that these Articles of Amendment are the corporate
act of the Corporation and that to the best of their knowledge, information
and belief, all matters and facts set forth herein relating to the
authorization and approval of these Articles are true in all material
respects and that this statement is made under the penalties of perjury.
SENTINEL GROUP FUNDS, INC.
WITNESS:
/s/ D. Russell Morgan /s/ Joseph M. Rob
________________________________ By: _______________________________
D. Russell Morgan, Secretary Joseph M. Rob, President
Exhibit 1(c)
SENTINEL GROUP FUNDS, INC.
ARTICLES SUPPLEMENTARY
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation currently authorizes two billion
(2,000,000,000) shares of stock, par value $.01 per share, with an aggregate
par value of Twenty Million Dollars ($20,000,000). These Articles
Supplementary do not increase the total authorized stock of the Corporation
or the aggregate par value thereof. The Board of Directors hereby
reclassifies 240,000,000 of the unissued authorized but unclassified shares
of stock of the Corporation, par value $.01 per share, as follows:
NUMBER OF SHARES
CLASS ALLOCATED
----- ---------
Sentinel Emerging Growth Fund, Class B 40,000,000
Sentinel World Fund, Class B 20,000,000
Sentinel Common Stock Fund, Class B 20,000,000
Sentinel Balanced Fund, Class B 20,000,000
Sentinel Bond Fund, Class B 20,000,000
Sentinel Tax-Free Income Fund, Class B 20,000,000
Sentinel U.S. Treasury Money Market Fund, Class B 1,000,000,000
SECOND: The shares of Class B stock of each Fund, respectively, of the
Corporation classified hereby shall be invested in a common investment
portfolio with the shares of Class A stock of each such Fund and, if
hereafter authorized by the Board of Directors, with one or more other
classes of stock of the same respective Fund and shall have the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption set forth
in Article SIXTH of the Corporation's Articles of Amendment and Restatement,
and shall be subject to all of the provisions of the Corporation's Charter
relating to stock of the Corporation generally.
THIRD: The shares of stock reclassified as described above have been
duly reclassified by the Board of Directors pursuant to authority and power
contained in the Charter of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 22nd day of March,
1996.
IN WITNESS WHEREOF, Sentinel Group Funds, Inc. has caused these
presents to be signed in its name and on its behalf by its duly authorized
officers, who acknowledge that these Articles Supplementary are the corporate
act of the Corporation and that to the best of their knowledge, information
and belief, all matters and facts set forth herein relating to the
authorization and approval of these Articles are true in all material
respects and that this statement is made under the penalties of perjury.
SENTINEL GROUP FUNDS, INC.
WITNESS:
/s/ D. Russell Morgan /s/ Joseph M. Rob
________________________________ By: ______________________________
Name: D. Russell Morgan Name: Joseph M. Rob
Title: Secretary Title: President
Exhibit 1(d)
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Charter of the Corporation, as heretofore amended, is
-----
further amended by changing the designation of all issued and unissued Class A
shares of the Corporation's Sentinel Short-Intermediate Fund to Class A shares
of the Sentinel Short Maturity Fund.
SECOND: The Corporation is registered as an open-end investment company
------
under the Investment Company Act of 1940, as amended.
THIRD: The foregoing amendment to the Charter of the Corporation was
-----
approved by a majority of the entire Board of Directors of the Corporation and
the Charter amendment is limited to a change expressly permitted by Section
2-605 of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be
made without action by the stockholders.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 27th day of March,
1997.
The undersigned President of the Corporation acknowledges these Articles
of Amendment to be the corporate act of the Corporation and states that, to
the best of his knowledge, information and belief, the matters and facts set
forth herein with respect to the authorization and approval hereof are true
in all material respects and that this statement is made under the penalties
of perjury.
WITNESS: SENTINEL GROUP FUNDS, INC.
/s/ D. Russell Morgan By: /s/ Joseph M. Rob
- ----------------------------- ---------------------------------
D. Russell Morgan, Secretary Joseph M. Rob, President
Exhibit 1(e)
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Charter of the Corporation, as heretofore amended, is
-----
further amended by changing the designation of all issued and unissued Class
A and Class B shares of the Corporation's Sentinel Emerging Growth Fund to
Class A and Class B shares of the Sentinel Small Company Fund.
SECOND: The Corporation is registered as an open-end investment company
------
under the Investment Company Act of 1940, as amended.
THIRD: The foregoing amendment to the Charter of the Corporation was
-----
approved by a majority of the entire Board of Directors of the Corporation and
the Charter amendment is limited to a change expressly permitted by Section
2-605 of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be
made without action by the stockholders.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 27th day of March,
1997.
The undersigned President of the Corporation acknowledges these Articles
of Amendment to be the corporate act of the Corporation and states that, to
the best of his knowledge, information and belief, the matters and facts set
forth herein with respect to the authorization and approval hereof are true
in all material respects and that this statement is made under the penalties
of perjury.
WITNESS: SENTINEL GROUP FUNDS, INC.
/s/ D. Russell Morgan By: /s/ Joseph M. Rob
- ----------------------------- ---------------------------
D. Russell Morgan, Secretary Joseph M. Rob, President
Exhibit 1(f)
SENTINEL GROUP FUNDS, INC.
ARTICLES OF AMENDMENT
Sentinel Group Funds, Inc., a Maryland corporation having its principal
office in Maryland in Baltimore City, Maryland (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Charter of the Corporation, as heretofore amended, is
-----
further amended by changing the designation of all issued and unissued shares
of the Corporation's Sentinel Aggressive Growth Fund to the Sentinel Emerging
Growth Fund.
SECOND: The Corporation is registered as an open-end investment company
------
under the Investment Company Act of 1940, as amended.
THIRD: The foregoing amendment to the Charter of the Corporation was
-----
approved by a majority of the entire Board of Directors of the Corporation and
the Charter amendment is limited to a change expressly permitted by Section
2-605 of Title 2 of Subtitle 6 of the Maryland General Corporation Law to be
made without action by the stockholders.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
signed in its name and on its behalf by its President, Joseph M. Rob, and
witnessed by its Secretary, D. Russell Morgan, as of the 20th day of March,
1996.
The undersigned President of the Corporation acknowledges these Articles
of Amendment to be the corporate act of the Corporation and states that, to
the best of his knowledge, information and belief, the matters and facts set
forth herein with respect to the authorization and approval hereof are true
in all material respects and that this statement is made under the penalties
of perjury.
WITNESS: SENTINEL GROUP FUNDS, INC.
/s/ D. Russell Morgan By: /s/ Joseph M. Rob
- ----------------------------- ---------------------------
D. Russell Morgan, Secretary Joseph M. Rob, President
Exhibit 1(g)
SENTINEL GROUP FUNDS, INC.
ARTICLES SUPPLEMENTARY TO ARTICLES OF INCORPORATION
CREATING ADDITIONAL CLASSES OF COMMON STOCK
SENTINEL GROUP FUNDS, INC., a Maryland corporation having its principal
Maryland office c/o The Corporation Trust Incorporated, 32 South Street,
Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation, that:
FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by its charter, the Board of Directors, at a meeting duly
convened and held on December 11, 1997, has reclassified forty million
(40,000,000) authorized and unissued shares of Capital Stock of the
Corporation as Class C shares of common stock of par value of one cent ($.01)
per share and of the aggregate par value of four hundred thousand dollars
($400,000) to be allocated as set forth below to each of the following
investment portfolios of the Corporation (such classes being hereinafter
referred to as the "Class C Classes"):
Number of Shares
Reclassified
----------------
Class C shares of Sentinel Balanced Fund 10,000,000
Class C shares of Sentinel Common Stock Fund 10,000,000
Class C shares of Sentinel High Yield Bond Fund 10,000,000
Class C shares of Sentinel World Fund 10,000,000
SECOND: The preferences, designations, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption of Class C Classes are as follows:
The Class C Classes of the Corporation shall represent the same interest
in the Corporation and have identical preferences, designations, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption as the Class A and Class
B shares of common stock as of the date of these Articles Supplementary,
except as otherwise set forth in the Corporation's charter and further except
that:
(i) Expenses related to the distribution of the Class C Classes shall
be borne solely by such class and such class shall have exclusive voting
rights with respect to matters relating to the expenses being borne solely by
such class; and
(ii) Such distribution expenses borne solely by Class C Classes shall
be appropriately reflected (in the manner determined by the Board of
Directors) in the net asset value, dividends, distribution and liquidation
rights of the shares of such class.
THIRD: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by its charter, the Board of Directors, at a meeting duly
convened and held on December 11, 1997, has reclassified ten million
(10,000,000) authorized and unissued shares of Capital Stock of the
Corporation as Class B shares of common stock of Sentinel Growth Fund of par
value of one cent ($.01) per share and of the aggregate par value of one
hundred thousand dollars ($100,000).
FOURTH: The preferences, designations, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption of Class B shares of Sentinel Growth Fund
are as follows:
The Class B shares of Sentinel Growth Fund shall represent the same
interest in the Corporation and have identical preferences, designations,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption as the Class
A shares of Sentinel Growth Fund as of the date of these Articles
Supplementary, except as otherwise set forth in the Corporation's charter and
further except that:
(i) Expenses related to the distribution of the Class B shares of
Sentinel Growth Fund shall be borne solely by such class and such class shall
have exclusive voting rights with respect to matters relating to the expenses
being borne solely by such class; and
(ii) Such distribution expenses borne solely by Class B shares of
Sentinel Growth Fund shall be appropriately reflected (in the manner
determined by the Board of Directors) in the net asset value, dividends,
distribution and liquidation rights of the shares of such class.
IN WITNESS WHEREOF, SENTINEL GROUP FUNDS, INC. has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
attested by its Secretary on January 7, 1998.
SENTINEL GROUP FUNDS, INC.
/s/ Joseph M. Rob
By __________________________________
Joseph M. Rob
President
Attest:
/s/ D. Russell Morgan
__________________________
D. Russell Morgan
Secretary
THE UNDERSIGNED, President of SENTINEL GROUP FUNDS, INC., who executed
on behalf of said Corporation the foregoing Articles Supplementary, of which
this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles Supplementary to be the
corporate act of said Corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth
therein with respect to the authorization and approval thereof are true in
all material respects, and that this statement is made under the penalties
for perjury.
/s/ Joseph M. Rob
_____________________________________
Joseph M. Rob
President
