Exhibit 99.E2
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DEALER AGREEMENT
Sentinel Financial Services Company
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Sentinel Financial Services Company ("Sentinel Financial") is the principal
underwriter and distributor of the shares of common stock of each of the funds
in Sentinel Group Funds, Inc. and the shares of beneficial interest of the
Sentinel Pennsylvania Tax-Free Trust (the "Funds"). Such Funds are those
enumerated in Schedule A hereto which may be amended from time to time by
Sentinel Financial by written notice to you. Sentinel Financial invites your
participation, under the following terms and conditions, in the distribution of
the Funds, described in the prospectus and Statement of Additional Information,
to which reference is hereby made for a full description of the securities.
Reference is also specifically made to Conduct Rule 2830 of the National
Association of Securities Dealers, Inc. which is incorporated herein as if set
forth in full. It is agreed that all of the requirements of such section, and
all other federal and state laws, rules and regulations that are now or may
become applicable to transactions hereunder, will be fully met.
Sales Commissions and Dealer Concessions:
Sales commissions and dealer concessions, if any, paid in connection with the
sale of the Funds is described in Schedule A to this Agreement, which may be
amended from time to time by Sentinel Financial.
Under ordinary circumstances, the retail offering price for the Funds will be
computed once each business day, as of 4:00 p.m. A "business day" is deemed to
mean all Mondays, Tuesdays, Wednesdays, Thursdays, and Fridays, except those on
which banks and brokerage firms in New York City are generally closed for the
observance of holidays.
Certain Funds have adopted plans under Investment Company Act Rule 12b-1
("Distribution Plans") as described in the prospectus). You may be entitled to
receive continuing service fees to the extent described in Schedule A hereto.
Letter of Intent:
Quantity discounts also apply under a Letter of Intent as described in the
Funds' current prospectus.
Right of Accumulation:
Quantity discounts also apply to subsequent purchases which would bring the
total to an applicable breakpoint or more as described in the Funds' current
prospectus. We must be notified at the time an order is placed that would
qualify for a quantity discount under the Right of Accumulation.
The calculation of the net asset value of each Fund will become immediately
effective upon its determination. Orders to purchase shares of the Funds
received by dealers prior to 4:00 p.m., Eastern Time, will be confirmed,
subject to our acceptance, on the basis of the net asset value determined on
that day provided they are received by us prior to the close of our business
day. Orders received by dealers after 4:00 p.m. (EST) will be confirmed,
subject to our acceptance, on the same basis as previously stated with respect
to the next day on which the net asset value of the Fund is determined.
All sales must be made subject to our acceptance and confirmation. We reserve
the right to reject any order for any reason. See the prospectus for the
minimum dollar amounts for which orders will be accepted.
Exchange Between Funds:
Upon the Funds' receipt of the necessary form, any shareholder may exchange
their investment, in whole or in part, from one Sentinel Fund to another
Sentinel Fund of the same class of shares, without the payment of the sales or
any other charge as described in the Funds' current prospectus.
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DEALER AGREEMENT
Sentinel Financial may terminate this Dealer Agreement, without prior notice,
if we determine that you demonstrate a tendency to trade excessively. Please
see the Funds' current prospectus for discussion of excessive trading and the
imposition of related trading/redemption fees.
Reinstatement Privilege:
A shareholder who has redeemed all or part of his or her shares may reinvest
all or part of the redemption proceeds at the then current net asset value
without charge in Class A shares of any Fund as described in the Funds' current
prospectus.
Payment and Deliveries:
Payment for shares purchased will be due on the settlement date, as set forth
on the confirmation, at which time complete registration instructions should be
supplied to us.
Redemption of Shares:
Redemption orders must be received by the dealer prior to 4:00 p.m. (EST) on
that business day and will be priced at the net asset value computed as of 4:00
p.m. (EST) on such day, less any applicable contingent deferred sales charge
and frequent trading/redemption fees, provided that orders so received by a
dealer shall have been transmitted to us prior to the close of our business
day. Orders received by dealers after each day's market close will be
confirmed, subject to our acceptance, on the same basis as previously stated
with respect to the next day on which the Fund's net asset value will be
determined.
It should be noted that any record holder of the Funds may surrender all or any
part of their holdings to the Funds and the Funds are required to redeem such
shares at a price equal to net asset value, less any applicable contingent
deferred sales charge and frequent trading/redemption fees, determined in the
manner and on the terms described in the prospectus.
Placement:
If any shares confirmed to you hereunder are repurchased or are tendered for
liquidation to the Funds within seven (7) days after such confirmation of your
original order, then you shall forthwith repay to the Funds, the full
concession allowed to you on such sale and we shall forthwith repay to the
Funds, our share of the sales charge thereon. We shall notify you of such
repurchase or liquidation within ten (10) days from the day on which the
instructions to liquidate are delivered to us or to the Funds. You shall make
no purchases except for the purpose of covering orders received by you and then
such purchases must be made only at the offering price (less your concession)
at which such orders were taken, provided, however, that the foregoing does not
prevent the purchase of shares by you for your own bona fide investment. In no
event shall you withhold placing orders so as to profit yourself, as a result
of such withholding, by a change in the net asset value from that used in
determining the price to your customer, or otherwise. Neither you nor any other
person has been authorized to give any information or to make representations
in connection with the sale of shares hereunder other than as contained in the
prospectus.
Indemnification:
We hereby agree to indemnify and hold harmless you and each of your affiliates,
officers or directors against any losses, expenses (including reasonable
attorneys fees), claims, damages or liabilities to which you or such
affiliates, officers or directors become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof arise out of or are based upon our breach of this Agreement,
or are based upon any material misstatement or omission contained in any
registration statement (or any post effective amendment thereof or in the
prospectus or any amendment or supplement to the prospectus for the Funds. You
hereby agree to indemnify and hold harmless Sentinel Financial and each of
their current and former affiliates, directors, officers and each person, if
any, who controls or has controlled Sentinel Financial or any such affiliate
within the meaning of the 1933 Act or the 1934 Act, against any losses,
expenses (including reasonable attorneys fees), claims, (including, but not
limited to, claims for commissions or other compensation), damages or
liabilities to which such parties may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof arise out of or are based upon your and/or your registered
representatives' breach of this Agreement, any unauthorized use of sales
materials, any oral or written misrepresentations, or any unlawful
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DEALER AGREEMENT
sales practices concerning the Funds. Within 30 days after receipt by either
party of notice of the commencement of any action, such party shall, if a claim
in respect thereof is to be made, notify the other party in writing of the
commencement thereof; but the omission to so notify shall not relieve the
indemnifying party from any liability which it might otherwise have.
Dealer's Status:
Sales will be confirmed directly by us to dealers. By entering into this Dealer
Agreement, Sentinel Financial is acting on its own behalf as principal, and in
no sense as agent for Sentinel Groups Funds, Inc. or Sentinel Pennsylvania
Tax-Free Trust. No dealer is in any sense the agent of us or the Funds in the
sale or repurchase of shares under this Dealer Agreement.
Shareholder Information
Agreement to Provide Information. You agree to provide the Sentinel Financial,
the Funds and/or the Funds' designee, upon written request, the taxpayer
identification number ("TIN"), if known, of any or all beneficial owners of the
Funds ("Shareholders"), and the amount, date, name or other identifier of any
investment professional(s) associated with the Shareholders (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Funds' shares ("Shares") held
through an account maintained by you during the period covered by the request.
Period Covered by Request. Unless otherwise directed by the Fund, you agree to
provide the information specified above for each trading day.
Form and Timing of Response. You agree to transmit the requested information
that is on your books and records to Sentinel Financial, the Funds and/or the
Funds' designee promptly, but in any event not later than one business day,
after receipt of a request. If the requested information is not on your books
and records, you agree to use reasonable efforts to: (i) promptly obtain and
transmit the requested information; (ii) obtain assurances from the
accountholder that the requested information will be provided directly to the
Funds promptly; or (iii) if directed by the Funds, block further purchases of
Shares from such accountholder. In such instance, you agree to inform the Funds
whether you plan to perform (i), (ii) or (iii). Responses required by this
paragraph must be communicated in writing and in a format mutually agreed upon
by the parties. To the extent practicable, the format for any transaction
information provided to the Funds should be consistent with the NSCC
Standardized Data Reporting Format.
Limitations on Use of Information. We agree not to use the information received
under this section for marketing or any other similar purpose without your
prior written consent.
Agreement to Restrict Trading. You agree to execute written instructions from
the Funds to restrict or prohibit further purchases or exchanges of Shares by
Shareholders that have been identified by the Funds as having engaged in
transactions of Shares (directly or indirectly through your account) that
violate policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by the
Funds.
Form of Instructions. Instructions must include the TIN, if known, and the
specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholders
or the Shareholders' account(s) or other agreed upon information to which the
instruction relates.
Timing of Response. You agree to execute instructions as soon as reasonably
practicable, but not later than five business days after receipt of the
instructions by you.
Confirmation by Intermediary. You will provide written confirmation to Sentinel
Financial, the Funds and/or the Funds' designee that instructions have been
executed. You agree to provide confirmation as soon as reasonably practicable,
but not later than ten business days after the instructions have been executed.
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DEALER AGREEMENT
Definitions. For purposes of this section, "Funds" does not does include the
Sentinel U.S. Treasury Money Market Fund or any other money market fund.
Privacy Policy:
You and Sentinel Financial agree that all facts or information received by any
party related to a shareholder or a shareholder's account shall remain
confidential, unless such facts or information are requires to be disclosed by
any regulatory or regulatory authority or court of competent jurisdiction. You
will establish procedures to protect the security and confidentiality of such
information. Nonpublic personal financial information shall mean any financial
information that identifies an individual personally and is not available to
the public. Such information shall include, but not be limited to, income, net
worth, information related to shares of the Funds, credit history, etc. You,
your representatives, and Sentinel Financial agree to use and disclose personal
financial information only to carry out the purposes for which it was disclosed
to them and will not use or disclose personal financial information if
prohibited by applicable law, including, without limitation, statutes and
regulations enacted
We hereby indicate our interest in the distribution of the Funds, acknowledge
receipt of the official prospectus describing these securities, and agree to
the terms of your Dealer Agreement.
Sincerely,
SENTINEL FINANCIAL SERVICES COMPANY
Name of Firm accepting the terms of this Agreement: (Print or type name of Firm)
Firm Address: (City, State and Zip Code)
Telephone Number: ( )
Fax Number:
BID Number:
Authorized Signature: Date: (mm/dd/yyyy)
Print Name and Title:
Member of SIPC: (Check one) Yes No Member of FDIC: (Check one) Yes
No
Please send us Sentinel Funds prospectus(es) andlor sales kits.
To be completed by Sentinel Financial Services Company
By:
BID Number: