485APOS 1 a485.htm 485A a485.htm - Sentinel Investments
As filed with the Securities and Exchange Commission on January 25, 2010
 
    Securities Act File No. 2-10685 
    Investment Company Act File No. 811-214 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          X
  Pre-Effective Amendment No.   
  Post-Effective Amendment No. 124                                         X
and/or
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         X
  Amendment No.   
(Check appropriate 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) 229-7410
(Registrant’s Telephone Number, including Area Code)

 
 
 
  Lisa Muller, Esq.  Copy to: 
  c/o Sentinel Group Funds, Inc.  John A. MacKinnon, Esq. 
  National Life Drive  Sidley Austin LLP 
  Montpelier, Vermont 05604  787 Seventh Avenue 
 
 
 
  (Name and Address of Agent for Service)  New York, New York 10019 
 
  It is proposed that this filing will become effective (check appropriate box) 
       immediately upon filing pursuant to paragraph (b)   
       on (date) pursuant to paragraph (b)   
       60 days after filing pursuant to paragraph (a)(1)   
  X  on March 30, 2010 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.   
 
  Title of Securities Being Registered: Common Stock, par value $.01 per share. 
 
 
 
 
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

  SUBJECT TO COMPLETION, DATED JANUARY 25, 2010     
 
    Sentinel Funds Prospectus       
 
    Dated March 30, 2010       
 
  Class A, Class B, Class C, Class D, Class S and Class I     
 
Fund      Ticker Symbols     
  Class A  Class B  Class C  Class D  Class S  Class I 
Sentinel Balanced Fund  SEBLX  SEBBX  SBACX  SBLDX    SIBLX 
Sentinel Capital Growth Fund  BRGRX    SECGX      SICGX 
Sentinel Common Stock Fund  SENCX  SNCBX  SCSCX      SICWX 
Sentinel Conservative Allocation  SECMX  SMKBX  SMKCX       
Fund             
Sentinel Georgia Municipal Bond            SYGIX 
Fund             
Sentinel Government Securities  SEGSX    SCGGX      SIBWX 
Fund             
Sentinel Growth Leaders Fund  BRFOX    SGLFX      SIGLX 
Sentinel International Equity Fund  SWRLX    SWFCX      SIIEX 
Sentinel Mid Cap Fund  SNTNX    SMGCX      SIMGX 
Sentinel Mid Cap Value Fund  SYVAX    SYVCX      SYVIX 
Sentinel Short Maturity  SSIGX        SSSGX   
Government Fund             
Sentinel Small Company Fund  SAGWX  SESBX  SSCOX      SIGWX 
Sentinel Sustainable Core  MYPVX          CVALX 
Opportunities Fund             
Sentinel Sustainable Growth  WAEGX          CEGIX 
Opportunities Fund             

  This prospectus contains information you should know before investing, including information about risks.
Please read it before you invest and keep it for future reference.

  The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this prospectus
is accurate or complete. Any representation to the contrary is a criminal offense.

  Sentinel Funds¨National Life Drive¨Montpelier, VT 05604

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Table of Contents
 
Fund Summaries 
 
Sentinel Balanced Fund 
Sentinel Capital Growth Fund 
Sentinel Common Stock Fund  12 
Sentinel Conservative Allocation Fund  16 
Sentinel Georgia Municipal Bond Fund  20 
Sentinel Government Securities Fund  24 
Sentinel Growth Leaders Fund  28 
Sentinel International Equity Fund  32 
Sentinel Mid Cap Fund  36 
Sentinel Mid Cap Value Fund  40 
Sentinel Short Maturity Government Fund  45 
Sentinel Small Company Fund  49 
Sentinel Sustainable Core Opportunities Fund  53 
Sentinel Sustainable Growth Opportunities Fund  57 
 
Additional Information About Each Fund  61 
 
Investment Objectives and Strategies  61 
Investment Risks  74 
Disclosure of Portfolio Securities  78 
 
Share Classes  79 
Purchasing, Selling and Exchanging Fund Shares  90 
Pricing Fund Shares  98 
Dividends, Capital Gains and Taxes  99 
Management of the Funds  101 
Householding and Electronic Delivery of Documents  104 
Financial Highlights  105 

The Privacy Policy of the Sentinel Funds, Sentinel Asset Management, Inc., Sentinel Financial Services Company and Sentinel
Administrative Services, Inc. is included at the back of this booklet following the prospectus.

In this prospectus, each Sentinel Fund is referred to individually as a “Fund.” Sentinel Asset Management, Inc. (“Sentinel”) is the
investment adviser for each Fund. The Sentinel Mid Cap Value Fund is sub-advised by Steinberg Asset Management, LLC and the
Sentinel Georgia Municipal Bond Fund is sub-advised by GLOBALT, Inc.

We cannot guarantee that any Fund will achieve its investment objective(s).

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Fund Summaries

Sentinel Balanced Fund

Investment Objective

The Fund seeks a combination of growth of capital and current income, with relatively low risk and relatively low fluctuations in
value.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment        
 
  Class A  Class B  Class C  Class D  Class I 
Maximum Sales Charge (Load) Imposed on           
Purchases (as a percentage of offering price)  5.00%  None  None  None  None 
Maximum Deferred Sales Charge (Load) (as a           
percentage of purchase price or redemption           
proceeds, whichever is less)  None1  4.00%2  1.00%3  6.00%4  None 
Redemption Fees (as a percentage of amounts           
redeemed or exchanged within 30 days)5  None  None  None  None  None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

  Class A  Class B  Class C  Class D  Class I 
Management Fee  0.55%  0.55%  0.55%  0.55%  0.55% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  1.00%  0.75%  None 
Other Expenses  0.35%  0.81%  0.60%  1.25%  1.07% 
Total Annual Fund Operating Expenses  1.20%  2.36%  2.15%  2.55%  1.62% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The deferred sales charge varies with the amount of your aggregate investment in the Sentinel Funds at the time you purchased your shares and the number of years since you purchased your shares. See “Share Classes — Purchase of Fund Shares — Class B Shares” in the Fund’s prospectus for the complete schedule of deferred sales charges.

3     

If shares are redeemed on or before one year after purchase.

4     

The deferred sales charge varies with the amount of your aggregate investment in the Sentinel Funds at the time you purchased your shares and the number of years since you purchased your shares. See “Share Classes — Purchase of Fund Shares — Class D Shares” in the Fund’s prospectus for the complete schedule of deferred sales charges.

5     

The Fund will impose an excessive trading fee of 2% of the amount redeemed if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of

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those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 616  $ 862  $1,127  $1,882 
Class B  639  1,036  1,460  2,138 
Class C  318  673  1,154  2,483 
Class D  858  1,293  1,755  2,885 
Class I  165  511  881  1,922 

You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class B  $ 239  $ 736  $ 1,260  $ 2,138 
Class C  218  673  1,154  2,483 
Class D  258  794  1,355  2,885 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 80% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests primarily in common stocks and investment-grade bonds with at least 25% of its assets in bonds and at
least 25% of its assets in common stock. When determining this percentage, convertible bonds and/or preferred stocks are considered
common stocks, unless these securities are held primarily for income. Sentinel will divide the Fund’s assets among stocks and bonds
based on whether it believes stocks or bonds offer a better value at the time. More bonds normally enhance price stability, and more
stocks usually enhance growth potential. Up to 25% of the Fund’s assets may be invested in securities within a single industry. The
Fund may invest without limitation in foreign securities, although only where the securities are trading in the U.S. or Canada and only
where trading is denominated in U.S. or Canadian dollars.

With respect to equities, Sentinel’s investment philosophy centers on building a diverse, below-average risk portfolio consisting
largely of securities of superior, high quality companies with a positive multi-year outlook offered at attractive valuation levels, based
on a number of metrics, including value relative to its history, peers and/or market over time. Although the Fund may invest in any
economic sector, at times it may emphasize one or more particular sectors. Sentinel has a preference for companies that earn above-
average rates of return on capital and that generate free cash flow. Additionally, earnings revision trends are important.

The bond portion of the Fund may invest without limitation in bonds in the first through the fourth highest categories of Moody’s (Aaa
to Baa) and Standard and Poor’s (AAA to BBB). It may also purchase bonds in the lowest rating categories (C for Moody’s and D for
Standard and Poor’s) and comparable unrated securities. However, it will only purchase securities rated B3 or lower by Moody’s or
lower than B- by Standard and Poor’s if Sentinel believes the quality of the bonds is higher than indicated by the rating. No more than
20% of the Fund’s total assets may be invested in lower-quality bonds (e.g., bonds rated below Baa by Moody’s or BBB by Standard
& Poor’s).

The Fund may make unlimited investments in mortgage-backed U.S. government securities, including pass-through certificates
guaranteed by the Government National Mortgage Association (“GNMA”). The Fund may invest in mortgage-backed securities
issued and guaranteed by the Federal National Mortgage Association (“FNMA”) and by the Federal Home Loan Mortgage
Corporation (“FHLMC”). While the original maximum life of a mortgage-backed security considered for this Fund can vary, its
average life is likely to be substantially less than the original maturity of the underlying mortgages, because the mortgages in these
pools may be prepaid, refinanced, curtailed, or foreclosed. Prepayments are passed through to the mortgage-backed securityholder
along with regularly scheduled minimum repayments of principal and payments of interest.

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In managing the fixed-income portion of the portfolio, the Fund utilizes an active trading approach, which may result in portfolio
turnover greater than 100%.

The Fund may sell a stock to meet redemptions, if the fundamentals of the company are deteriorating or the original investment
premise is no longer valid, the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to
manage the size of the holding or the sector weighting and/or to take advantage of a more attractive investment opportunity.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

  • General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate with conditions in the bond markets.

  • Government Securities Risk. Economic, business, or political developments may affect the ability of government-sponsored guarantors to repay principal and to make interest payments on the securities in which the Fund invests. In addition, certain of these securities are not backed by the full faith and credit of the U.S. government.

  • Lower-Quality Bonds Risk. Lower-rated bonds are more speculative and likely to default than higher-quality bonds. Lower- rated bond values also tend to fluctuate more widely in value.

  • Portfolio Turnover Risk. An active trading approach increases the Fund’s costs and may reduce the Fund’s performance. It may also increase the amount of capital gains tax that you have to pay on the Fund’s returns

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 1938
Annual Total Return for Class A Shares (%) as of December 31

8.6  -2.9  -9.7  22.0  7.7  5.4  11.8  8.0  -23.9  21.3 
00  01  02  03  04  05  06  07  08  09 

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During the ten-year period shown in the above bar chart, the highest return for a quarter was 12.33% (quarter ended June 30, 2003)
and the lowest return for a quarter was -13.84% (quarter ended December 31, 2008).

Average Annual Total Return       
For the periods ended       
December 31, 2009  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  15.26  2.20  3.39 
Return After Taxes on Distributions: Class A  14.87  1.42  2.08 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  10.22  1.74  2.35 
Return Before Taxes: Class B  15.86  1.91  3.42 
Return Before Taxes: Class C  19.05  2.25  2.90 
Return Before Taxes: Class D  13.57  1.88  3.03 
Return Before Taxes: Class I2  20.72  3.20  3.89 
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  -0.95 
taxes)3       
Barclays Capital U.S. Aggregate Bond Index (Reflects no deduction for fees,  5.93  4.97  6.33 
expenses or taxes)4       

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

Performance of the Class I shares prior to August 27, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

3     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

4     

The Barclays Capital U.S. Aggregate Bond Index is composed of securities from Barclays Capital Government/Corporate Bond Index, Mortgage-Backed Securities Index, and the Asset-Backed Securities Index. The index’s total return consists of price appreciation/depreciation plus income as a percentage of the original investment.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Managers. David M. Brownlee, Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2000,
and Daniel J. Manion, Senior Vice President and Director of Equity Research with Sentinel, has been a portfolio manager of the Fund
since 2004.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.

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The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases. Class B and Class D shares are no longer available for additional purchases, although you may
reinvest dividends and distributions.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Sentinel Capital Growth Fund

Investment Objective

The Fund seeks long-term growth of capital and, secondarily, current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment      
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases (as a       
percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a percentage of       
purchase price or redemption proceeds, whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts redeemed or       
exchanged within 30 days)3  None  None  None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

  Class A  Class C  Class I 
Management Fee  0.70%  0.70%  0.70% 
Distribution and/or Service (12b-1) Fees  0.30%  0.96%4  None 
Other Expenses  0.45%  1.13%  0.95% 
Total Annual Fund Operating Expenses  1.45%  2.79%  1.65% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

3     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

4     

Distribution fees may not be assessed on the shares owned by the NLV Financial Corporation or an affiliate, which may result in an overall distribution fee charged to shareholders of less than the maximum for so long as the investment is maintained.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 640  $ 936  $1,253  $2,148 
Class C  382  865  1,474  3,119 
Class I  168  520  897  1,955 

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You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 282  $ 865  $1,474  $3,119 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 26% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests primarily in a broad range of common stocks of companies that Sentinel believes have above-average
growth potential.

Sentinel attempts to identify companies that are expected to grow as a result of the potential long-term return from their investment in
research, development, capital spending and market expansion. In addition, Sentinel looks for companies that it perceives to be
attractively valued relative to their future growth prospects, as well as to that of the market as a whole. Sentinel utilizes a blended
“top-down” and “bottom-up” approach. In top-down analysis, focus is on such macroeconomic factors as inflation, interest and tax
rates, currency and political climate. In bottom-up analysis, focus is on company-specific variables, such as competitive industry
dynamics, market leadership, proprietary products and services, and management expertise, as well as on financial characteristics,
such as returns on sales and equity, debt/equity ratios and earnings and cash flow growth. With respect to the Fund’s current income
objective, Sentinel also analyzes a company’s dividend-paying characteristics when selecting investments.

The Fund may invest in any economic sector, and at times, may emphasize one or more particular sectors. The Fund may invest up to
25% of its net assets in a single industry, and the Fund may invest up to 25% of its net assets in securities of foreign issuers, although
only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

Sentinel expects to sell Fund holdings to meet redemptions, when the valuation of the underlying company relative to its future growth
rate appears to have become excessive, when the fundamentals of a company are perceived to be deteriorating, or when more
attractive alternative investments surface.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any

  9

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contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 19941
Annual Total Return For Class A Shares (%) as of December 31

-2.4  -16.2  -20.2  20.4  4.4  5.0  8.4  15.8  -37.3  28.8 
00  01  02  03  04  05  06  07  08  09 

During the ten-year period shown in the above bar chart, the highest return for a quarter was 13.46% (quarter ended September 30,
2009) and the lowest return for a quarter was -19.63% (quarter ended December 31, 2008).

Average Annual Total Return       
 
For the periods ended       
December 31, 20092  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  22.39  0.20  -1.87 
Return After Taxes on Distributions: Class A  22.35  -0.62  -2.59 
Return After Taxes on Distributions and Sale of Fund Shares: Class A3  14.61  0.22  -1.61 
Return Before Taxes: Class C  25.90  -0.12  -2.36 
Return Before Taxes: Class I  28.46  1.23  -1.36 
Russell 1000® Growth Index (Reflects no deduction for fees, expenses or  37.21  1.63  -3.99 
taxes)4       
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  -0.95 
taxes)5       

1     

Inception date reflects the inception of the Fund’s predecessor.

2     

Performance for the Fund prior to March 17, 2006 is based on the performance of its predecessor, the Bramwell Growth Fund, which was offered without a sales charge, restated to reflect the sales charges of the Class A and Class C shares, respectively. Performance prior to March 17, 2006 does not reflect the higher Rule 12b-1 fees for Class A shares in effect on and after March 17, 2006. If it did, returns would be lower. Performance of Class C shares prior to March 17, 2006 has been adjusted for the higher estimated expenses of those shares. Performance of the Class I shares from March 17, 2006 to August 27, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A shares, restated to reflect that Class I shares are offered without a sales charge.

3     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

4     

The Russell 1000® Growth Index measures the performance of those Russell 1000® companies with higher price-to-book ratios and higher forecasted growth rates.

5     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Manager. Elizabeth R. Bramwell, Senior Vice President with Sentinel, has managed the Fund, or its predecessor, since its
inception in 1994.

  10

NY1 7206796v.2



Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  11

NY1 7206796v.2



Sentinel Common Stock Fund

Investment Objective

The Fund seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the
stock market as a whole.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment        
 
  Class A  Class B  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases (as a         
percentage of offering price)  5.00%  None  None  None 
Maximum Deferred Sales Charge (Load) (as a percentage of         
purchase price or redemption proceeds, whichever is less)  None1  4.00%2  1.00%3  None 
Redemption Fees (as a percentage of amounts redeemed or         
exchanged within 30 days)4  None  None  None  None 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

  Class A  Class B  Class C  Class I 
Management Fee  0.67%  0.67%  0.67%  0.67% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  1.00%  None 
Other Expenses  0.27%  1.01%  0.58%  0.15% 
Total Annual Fund Operating Expenses  1.24%  2.68%  2.25%  0.82% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The deferred sales charge varies with the amount of your aggregate investment in the Sentinel Funds at the time you purchased your shares and the number of years since you purchased your shares. See “Share Classes — Purchase of Fund Shares — Class B Shares” in the Fund’s prospectus for the complete schedule of deferred sales charges.

3     

If shares are redeemed on or before one year after purchase.

4     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 620  $ 874  $1,147  $1,925 
Class B  671  1,132  1,620  2,337 
Class C  328  703  1,205  2,585 
Class I  84  262  455  1,014 

  12

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You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class B  $ 271  $ 832  $1,420  $2,337 
Class C  228  703  1,205  2,585 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 19% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in common stocks. The Fund invests mainly in a diverse group of common
stocks of well-established companies, typically above $5 billion in market capitalization, most of which pay regular dividends. When
appropriate, the Fund also may invest in preferred stocks or debentures convertible into common stocks. Up to 25% of the Fund’s
assets may be invested in securities within a single industry. The Fund may invest without limitation in foreign securities, although
only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

Sentinel’s investment philosophy centers on building a diverse, below-average risk portfolio consisting largely of securities of
superior, high quality companies with a positive multi-year outlook offered at attractive valuation levels, based on a number of
metrics, including value relative to its history, peers and/or market over time. Although the Fund may invest in any economic sector,
at times it may emphasize one or more particular sectors. Sentinel has a preference for companies that earn above-average rates of
return on capital and that generate free cash flow. Additionally, earnings revision trends are important.

The Fund may sell a stock if the fundamentals of the company are deteriorating or the original investment premise is no longer valid,
the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to manage the size of the holding
or the sector weighting and/or to take advantage of a more attractive investment opportunity. A stock may also be sold to meet
redemptions.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past

  13

NY1 7206796v.2



(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 1934
Annual Total Return For Class A Shares (%) as of December 31

10.5  -10.0  -17.0  29.4  9.5  7.2  16.0  9.4  -35.5  28.9 
00  01  02  03  04  05  06  07  08  09 

During the ten-year period shown in the above bar chart, the highest return for a quarter was 17.88% (quarter ended June 30, 2003)
and the lowest return for a quarter was -21.75% (quarter ended December 31, 2008).

Average Annual Total Return       
 
For the periods ended       
December 31, 2009  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  22.40  1.46  2.31 
Return After Taxes on Distributions: Class A  22.24  0.91  1.06 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  14.73  1.28  1.59 
Return Before Taxes: Class B  22.98  1.05  2.28 
Return Before Taxes: Class C  26.57  1.51  1.82 
Return Before Taxes: Class I2  29.42  2.75  2.95 
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  -0.95 
taxes)3       
Russell 1000® Index (Reflects no deduction for fees, expenses or taxes)4  28.43  0.79  -0.49 

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

Performance of the Class I shares prior to May 4, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

3     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

4     

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Manager. Daniel J. Manion, Senior Vice President and Director of Equity Research with Sentinel, has managed or co-
managed the Fund since 1994.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 
 
 
  14   
NY1 7206796v.2     



Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases. Class B shares are no longer available for additional purchases, although you may reinvest
dividends and distributions.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  15

NY1 7206796v.2



Sentinel Conservative Allocation Fund

Investment Objective

The Fund seeks a high level of current income, with a secondary objective of long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)       
 
  Class A  Class B  Class C 
Maximum Sales Charge (Load) Imposed on Purchases       
(as a percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a       
percentage of purchase price or redemption proceeds,       
whichever is less)  None1  4.00%2  1.00%3 
Redemption Fees (as a percentage of amounts       
redeemed or exchanged within 30 days)4  None  None  None 
 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)     
 
  Class A  Class B  Class C 
Management Fee  0.55%  0.55%  0.55% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  1.00% 
Other Expenses  0.31%  0.51%  0.47% 
Total Annual Fund Operating Expenses  1.16%  2.06%  2.02% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The deferred sales charge varies with the amount of your aggregate investment in the Sentinel Funds at the time you purchased your shares and the number of years since you purchased your shares. See “Share Classes — Purchase of Fund Shares — Class B Shares” in the Fund’s prospectus for the complete schedule of deferred sales charges.

3     

If shares are redeemed on or before one year after purchase.

4     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 612  $ 850  $1,106  $1,839 
Class B  609  946  1,308  1,946 
Class C  305  634  1,088  2,348 

  16

NY1 7206796v.2



You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class B  $ 209  $ 646  $1,108  $1,946 
Class C  205  634  1,088  2,348 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 149% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally divides its assets among several broad asset classes, which are:

  • INVESTMENT-GRADE BONDS. The Fund normally invests at least 30% of its total assets in U.S. Treasury and agency securities, mortgage-backed securities, and investment-grade corporate bonds, and may include dollar roll transactions. Up to 35% of the Fund's total assets may be invested in U.S. dollar-denominated investment-grade bonds issued by companies located in or that conduct their business mainly in one or more foreign countries.

  • BELOW INVESTMENT-GRADE BONDS. The Fund may invest up to 45% of its total assets in U.S. dollar-denominated bonds rated below investment grade (e.g., rated below BBB by Standard and Poor's or below Baa by Moody’s) or which are unrated but considered to be of comparable credit quality by Sentinel. These bonds are sometimes called "junk bonds". In selecting below investment grade bonds, Sentinel looks for bonds that will earn the Fund a greater risk premium relative to comparable securities. Up to 35% of the Fund's total assets may be invested in U.S. dollar-denominated below investment- grade bonds issued by companies located in or that conduct their business mainly in one or more foreign countries.

  • EQUITY AND EQUITY-RELATED SECURITIES. The Fund normally invests up to 50% of its total assets in equity and equity-related securities, including common stocks, preferred stocks, and convertible debt securities. Sentinel emphasizes equity and equity-related securities which offer relatively high dividend or interest yields, and also focuses on the potential for capital appreciation. The Fund normally invests up to 10% of its total assets in common stocks of established companies located in or that conduct their business mainly in one or more foreign countries, including emerging markets; these stocks are selected based on valuation, growth, management, risk and sentiment analyses.

Sentinel has broad discretion in allocating assets among the classes described above.

The Fund utilizes an active trading approach, which may result in portfolio turnover greater than 100%.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

  • Emerging Markets Risk. The risks of foreign investments are usually much greater for the emerging. Investments in emerging markets may be considered speculative. Emerging markets are riskier because they develop unevenly and may never fully develop.

  17

NY1 7206796v.2



  • Foreign Banks and Securities Depositories Risk. Some foreign banks and securities depositories in which the Fund generally holds its foreign securities may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt.

  • General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate with conditions in the bond markets.

  • Government Securities Risk. Economic, business, or political developments may affect the ability of government-sponsored guarantors to repay principal and to make interest payments on the securities in which the Fund invests. In addition, certain of these securities are not backed by the full faith and credit of the U.S. government.

  • Lower-Quality Bonds Risk. Lower-rated bonds are more speculative and likely to default than higher-quality bonds. Lower- rated bond values also tend to fluctuate more widely in value.

  • Portfolio Turnover Risk. An active trading approach increases the Fund’s costs and may reduce the Fund’s performance. It may also increase the amount of capital gains tax that you have to pay on the Fund’s returns

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1 and 5 years and since inception compare
with those of broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for
each calendar year since inception. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be
less than those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge,
including any contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in
the past is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s results can be
obtained by visiting www.sentinelinvestments.com.

Inception: 2003
Annual Total Return for Class A Shares (%) as of December 31

7.9  1.0  9.6  6.6  -15.4  17.3 
04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 7.66% (quarter ended September 30, 2009) and
the lowest return for a quarter was -10.97% (quarter ended December 31, 2008 ).

Average Annual Total Return       
 
      Since Inception 
For the periods ended      (March 10, 
December 31, 2009  1 Year  5 Years  2003) 
Return Before Taxes: Class A  11.42  2.15  5.41 
Return After Taxes on Distributions: Class A  10.39  0.87  4.00 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  7.56  1.22  3.95 
Return Before Taxes: Class B  12.22  1.98  5.44 
Return Before Taxes: Class C  15.27  2.31  5.37 
Barclays Capital U.S. Aggregate Bond Index (Reflects no deduction for fees,  5.93  4.97  4.60 
expenses or taxes)2       
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  6.96 
taxes)3       

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

The Barclays Capital U.S. Aggregate Bond Index is composed of securities from Barclays Capital Government/Corporate Bond Index, Mortgage-Backed Securities Index, and the Asset-Backed Securities Index. The index’s total return consists of price appreciation/depreciation plus income as a percentage of the original investment.

3     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

  18

NY1 7206796v.2



After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Managers. Daniel J. Manion, Senior Vice President and Director of Equity Research of Sentinel, has been a portfolio
manager of the Fund since 2006. David M. Brownlee, Senior Vice President with Sentinel, has been a portfolio manager of the Fund
since 2006. Jason Doiron, Vice President with Sentinel, has been a portfolio manager of the Fund since 2009. Katherine Schapiro,
Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2006.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases. Class B shares are no longer available for additional purchases, although you may reinvest
dividends and distributions.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $5,000  $100  $100 

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  19

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Sentinel Georgia Municipal Bond Fund

Investment Objective

The Fund seeks current income exempt from both federal and Georgia state income taxes, consistent with preservation of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Class I

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)

Maximum Deferred Sales Charge (Load) (as a percentage of
purchase price or redemption proceeds, whichever is less)

Redemption Fees (as a percentage of amounts redeemed or
exchanged within 30 days)1

None

None


None


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

  Class I 
Management Fee  0.45% 
Distribution and/or Service (12b-1) Fees  None 
Other Expenses2  0.24% 
Total Annual Fund Operating Expenses  0.69% 

1     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

2     

Includes Acquired Fund Fees and Expenses of less than .01%.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 (actual Fund minimums may be higher) in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and
that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

Class  1 year  3 years  5 years  10 years 
Class I  $ 70  $ 221  $ 384  $ 859 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 21% of the average value of its portfolio.

  20

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Principal Investment Strategies

The Fund normally invests at least 80% of its total assets in municipal securities that generate income that, in the opinion of counsel to
the issuer of the security, is exempt from federal and Georgia state income taxes.

The Fund may invest in municipal obligations whose interest is a tax-preference item for purposes of the federal alternative minimum
tax (“AMT”). If you are subject to the AMT, a portion of the Fund’s distributions to you may not be exempt from federal income tax.

GLOBALT, Inc. (“GLOBALT”), the Fund’s investment sub-adviser, will purchase investment-grade municipal securities in an
attempt to maintain an average weighted portfolio maturity of five to fifteen years, as determined by market conditions. As a core,
general obligation, revenue, school, housing, hospital development and insured municipal bonds are represented. GLOBALT
considers the relative yield, maturity and availability of various types of municipal bonds and the general economic outlook in
determining how much to invest in a specific type of municipal bond in the Fund’s portfolio. Duration adjustments are made relative
to the Barclays Capital 10 Year Municipal Bond Index.

The Fund is “non-diversified,” which means that the Fund concentrates its assets in a smaller number of issuers than a diversified
fund, thus increasing the importance of each holding.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate with conditions in the bond markets.

  • Municipal Lease Risk. Municipal leases contain non-appropriation clauses under which the municipality may elect annually not to appropriate funds for future lease payments. As a result, the Fund may not receive payments from a lease obligation as originally anticipated.

  • Non-Diversified Risk. Because the Fund holds fewer securities than a diversified portfolio and may take larger positions in individual securities, the Fund may be more affected by the performance of any particular security.

  • Related Projects Risk. The Fund invests in issuers that finance similar types of municipal projects and obligors whose principal business activities are in the same types of municipal projects. As a result, the value of the Fund’s shares may be adversely affected by the effects of economic, political, tax law or business developments related to the municipal projects.

  • State-Specific Risk. The Fund is more susceptible to factors adversely affecting Georgia governmental entities than a municipal bond fund that is diversified nationally. Changes in the economic condition and governmental policies of the State of Georgia may cause the value of the Fund’s shares to fall.

  • Taxability Risk. While the Funds seeks to invest in municipal bonds whose interest payments will be excludable from gross income for federal income tax purposes, a municipal bond may be reclassified as taxable by the Internal Revenue Service. In addition, future legislative, administrative or court actions may cause interest on municipal bonds to be subject to federal income taxation, subjecting an investor to increased tax liability and/or adversely impacting the value of the security.

  • U.S. Territory-Specific Risk. The Fund is susceptible to factors adversely affecting certain U.S. territories that issue securities that may be exempt from federal, and in certain circumstances, state and local taxes.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class I shares for each calendar
year over a ten-year period. How the Fund performed in the past (before and after taxes) is not necessarily an indication of how the
Fund will perform in the future. Updated information on the Fund’s results can be obtained by visiting www.sentinelinvestments.com.

  21

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Inception: 19921                   
Annual Total Return For Class I Shares (%) as of December 312           
 
8.0  4.0  9.3  4.2  2.3  1.0  2.8  3.7  4.2  6.6 
00  01  02  03  04  05  06  07  08  09 

During the ten-year period shown in the above bar chart, the highest return for a quarter was 4.64% (quarter ended September 30,
2002) and the lowest return for a quarter was -2.60 % (quarter ended June 30, 2004).

Average Annual Total Return       
 
For the periods ended       
December 31, 20092  1 Year  5 Years  10 Years 
Return Before Taxes: Class I  6.57  3.63  4.58 
Barclays Capital 10 Year Municipal Bond Index (Reflects no deduction for  9.85  4.58  5.81 
fees, expenses or taxes)3       
Return Before Taxes: Class I  6.57  3.63  3.85 5 
Return After Taxes on Distributions: Class I  6.25  3.52  3.72 5 
Return After Taxes on Distributions and Sale of Fund Shares: Class I4  5.76  3.54  3.72 5 
Barclays Capital 10 Year Municipal Bond Index (Reflects no deduction for  9.85  4.58  4.95 5 
fees, expenses or taxes)3       

1     

Inception date reflects the inception of the Fund’s predecessor.

2     

The Fund is a successor to the Synovus Georgia Municipal Bond Fund, which was a successor to a similarly managed collective investment fund, which commenced operations in 1992. Performance for the Class I shares from October 12, 2001 to May 4, 2007 is based on the Synovus Georgia Fund’s Institutional Class shares. Performance prior to October 12, 2001 (the inception date for the Class I shares) is based on the performance of the collective investment fund, adjusted for higher expenses. The collective investment fund was not a registered mutual fund and, therefore, was not subject to certain investment and tax restrictions. Therefore, after tax returns are only provided from October 12, 2001.

3     

The Barclays Capital 10 Year Municipal Bond Index is a market-weighted index based on municipal bonds having an approximate maturity of ten years.

4     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

5     

From October 12, 2001.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Sub-Adviser. GLOBALT, Inc. (“GLOBALT”) is the sub-adviser.

Portfolio Managers. Megan L. Busby, Senior Vice President and Portfolio Manager with GLOBALT, has been a portfolio manager
of the Fund or its predecessor since 1998. Gregory E. Paulette, Chief Investment Strategist and Member of the Investment Policy &
Executive Committees for GLOBALT, has been a portfolio manager of the Fund since March 2007. Gary E. Fullam, Chief
Investment Officer and Member of the Investment Policy and Executive Committees for GLOBALT, has been a portfolio manager of
the Fund since March 2007.

  22

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Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The Sentinel Georgia Municipal Bond Fund only offers Class I shares. Class I shares are only available to institutional investors, with
certain limited exceptions. There is a $1 million initial investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  23

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Sentinel Government Securities Fund

Investment Objective

The Fund seeks high current income while seeking to control risk.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $50,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment      
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases       
(as a percentage of offering price)  4.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a       
percentage of purchase price or redemption proceeds,       
whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts       
redeemed or exchanged within 30 days)3  None  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

  Class A  Class C  Class I 
Management Fee  0.46%  0.46%  0.46% 
Distribution and/or Service (12b-1) Fees  0.20%  1.00%  None 
Other Expenses  0.25%  0.25%  0.17% 
Total Annual Fund Operating Expenses  0.91%  1.71%  0.63% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

3     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 489  $ 679  $ 884  $1,475 
Class C  274  539  928  2,019 
Class I  64  202  351  786 

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You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 174  $ 539  $ 928  $2,019 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 283% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in U.S. government securities. The Fund invests mainly in U.S. government
bonds. These bonds include direct obligations of the U.S. Treasury, obligations guaranteed by the U.S. government, and obligations
of U.S. government agencies and instrumentalities. The Fund is not required, however, to invest set amounts in any of the various
types of U.S. government securities. Sentinel will choose the types of U.S. government securities that it believes will provide capital
preservation and the best return with the least risk in light of its analysis of current market conditions and its outlook for interest rates
and the economy.

The Fund invests substantially in mortgage-backed securities.

The Fund utilizes an active trading approach, which may result in portfolio turnover greater than 100%.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate with conditions in the bond markets.

  • Government Securities Risk. Economic, business, or political developments may affect the ability of government-sponsored guarantors to repay principal and to make interest payments on the securities in which the Fund invests. In addition, certain of these securities are not backed by the full faith and credit of the U.S. government.

  • Portfolio Turnover Risk. An active trading approach increases the Fund’s costs and may reduce the Fund’s performance. It may also increase the amount of capital gains tax that you have to pay on the Fund’s returns

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past is not
necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s results can be obtained by
visiting www.sentinelinvestments.com.

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Inception: 1986
Annual Total Return for Class A Shares (%) as of December 31

12.6  6.9  10.6  2.9  4.7  2.3  4.2  7.7  7.1  5.2 
00  01  02  03  04  05  06  07  08  09 

During the ten-year period shown in the above bar chart, the highest return for a quarter was 4.49% (quarter ended December 31,
2000) and the lowest return for a quarter was -1.09% (quarter ended June 30, 2007).

Average Annual Total Return       
 
For the periods ended       
December 31, 20091  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  0.96  4.42  5.94 
Return After Taxes on Distributions: Class A  -1.10  2.67  4.03 
Return After Taxes on Distributions and Sale of Fund Shares: Class A2  0.68  2.74  3.94 
Return Before Taxes: Class C  3.34  4.15  5.28 
Return Before Taxes: Class I  5.53  5.46  6.46 
Barclays Capital U.S. Government Bond Index (Reflects no deduction for  -2.20  4.87  6.17 
fees, expenses or taxes)3       
Barclays Capital U.S. Mortgage Backed Security Index (Reflects no  5.89  5.78  6.46 
deduction for fees, expenses or taxes)4       

1     

Class A share returns prior to June 1, 2006 but after April 10, 2005 have been restated to reflect the increase in the maximum sales charge from 2% to 4%. Prior to April 11, 2005, the Fund’s maximum Class A sales charge had been 4%. The Class C share returns prior to June 1, 2006 (the inception date for the Class C shares) are based on the returns of the Class A shares adjusted to reflect that Class C shares do not charge a front-end sales charge but may be subject to a contingent deferred sales charge and adjusted for Class C’s estimated higher expenses. Class I shares performance prior to May 4, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

2     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

3     

The Barclays Capital U.S. Government Bond Index is composed of all publicly issued, nonconvertible, domestic debt of the U.S. government or any agency thereof, quasi-federal corporations, or corporate debt guaranteed by the U.S. government.

4     

The Barclays Capital U.S. Mortgage Backed Securities (MBS) Index is an unmanaged index of agency mortgage-backed passthrough securities (both fixed-rate and hybrid ARM) issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Manager. David M. Brownlee, Senior Vice President with Sentinel, has managed the Fund since 1993.

  26

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Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases. Class B shares are no longer available for additional purchases, although you may reinvest
dividends and distributions.

  Retirement Accounts  All Other Accounts  Automatic 
          Investment 
  Initial  Subsequent  Initial  Subsequent  Plan 
 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  27

NY1 7206796v.2



Sentinel Growth Leaders Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)       
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases       
(as a percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a       
percentage of purchase price or redemption proceeds,       
whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts       
redeemed or exchanged within 30 days)3  None  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

  Class A  Class C  Class I 
Management Fee  0.90%  0.90%  0.90% 
Distribution and/or Service (12b-1) Fees  0.30%  0.98%4  None 
Other Expenses  0.47%  1.04%  0.68% 
Total Annual Fund Operating Expenses  1.67%  2.92%  1.58% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

3     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

4     

Distribution fees may not be assessed on the shares owned by the NLV Financial Corporation or an affiliate, which may result in an overall distribution fee charged to shareholders of less than the maximum for so long as the investment is maintained

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 661  $1,000  $1,362  $2,377 
Class C  395  904  1,538  3,242 
Class I  161  499  860  1,878 

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  You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 295  $ 904  $1,538  $3,242 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 42% of the average value of its portfolio.

Principal Investment Strategies

The Fund is a non-diversified fund that normally invests in a core position of 20-30 common stocks selected for their growth potential.

As a non-diversified fund with fewer securities than a diversified portfolio, there is greater risk in that each holding has a greater
impact on performance, either positively or negatively.

Sentinel looks to invest in companies that are expected to grow as a result of the potential long-term return from their investment in
research, development, capital spending and market expansion. In addition, Sentinel looks for companies that it perceives to be
attractively valued relative to their future growth prospects, as well as to that of the market as a whole. Sentinel utilizes a blended
“top-down” and “bottom-up” approach. In top-down analysis, focus is on such macroeconomic factors as inflation, interest and tax
rates, currency and political climate. In bottom-up analysis, focus is on company-specific variables, such as competitive industry
dynamics, market leadership, proprietary products and services, and management expertise, as well as on financial characteristics,
such as returns on sales and equity, debt/equity ratios and earnings and cash flow growth.

The Fund may invest in any economic sector, and at times, it may emphasize one or more particular sectors. The Fund may invest up
to 25% of its net assets in a single industry, and the Fund may invest up to 25% of its net assets in securities of foreign issuers,
although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian
dollars.

Sentinel expects to sell Fund holdings when the valuation of the underlying company relative to its future growth rate appears to have
become excessive, when the fundamentals of a company are perceived to be deteriorating, or when more attractive alternative
investments surface.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region. ]

  • Non-diversified Risk. The Fund is a non-diversified fund, meaning that it may hold fewer securities than a diversified portfolio and may take larger positions in individual securities. As a result, the Fund may be more affected by the performance of a particular security than a fund investing in a broader range of securities.

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  NY1 7206796v.2



Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 19991
Annual Total Return for Class A Shares (%) as of December 31

-4.4  -18.3  -17.4  20.5  6.9  2.5  10.4  19.9  -33.5  25.2 
00  01  02  03  04  05  06  07  08  09 

During the ten-year period shown in the above bar chart, the highest return for a quarter was 14.20% (quarter ended December 31,
2001) and the lowest return for a quarter was -19.38% (quarter ended September 30, 2008).

Average Annual Total Return       
 
For the periods ended       
December 31, 20092  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  19.03  1.44  -1.12 
Return After Taxes on Distributions: Class A  19.02  1.35  -1.20 
Return After Taxes on Distributions and Sale of Fund Shares: Class A3  12.39  1.25  -0.96 
Return Before Taxes: Class C  22.75  0.98  -1.89 
Return Before Taxes: Class I  25.41  1.93  -0.89 
Russell 1000® Growth Index (Reflects no deduction for fees, expenses or  37.21  1.63  -3.99 
taxes)4       
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  -0.95 
taxes)5       

1     

Inception date reflects the inception of the Fund’s predecessor.

2     

Performance for the Fund prior to March 17, 2006 is based on the performance of its predecessor, the Bramwell Focus Fund, which was offered without a sales charge, restated to reflect the sales charges of the Class A and Class C shares, respectively. Performance prior to March 17, 2006 does not reflect the higher Rule 12b-1 fees for Class A shares in effect on and after March 17, 2006. If it did, returns would be lower. Performance of Class C shares prior to March 17, 2006 (the inception date for the Class C shares) has been adjusted for the higher estimated expenses of those shares. Performance of the Class I shares from March 17, 2006 to August 27, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A shares, restated to reflect that Class I shares are offered without a sales charge

3     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

4     

The Russell 1000® Growth Index measures the performance of those Russell 1000® companies with higher price-to-book ratios and higher forecasted growth rates.

5     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

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Portfolio Manager. Elizabeth R. Bramwell, Senior Vice President with Sentinel, has been the portfolio manager of the Fund or its
predecessor since the Fund’s inception in 1999.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  31

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Sentinel International Equity Fund

Investment Objective

The Fund seeks growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)       
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases       
(as a percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a       
percentage of purchase price or redemption proceeds,       
whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts       
redeemed or exchanged within 30 days)  2.00%  2.00%  2.00% 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

  Class A  Class C  Class I 
Management Fee  0.70%  0.70%  0.70% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  None 
Other Expenses  0.60%  1.40%  0.64% 
Total Annual Fund Operating Expenses  1.60%  3.10%  1.34% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 655  $ 980  $1,327  $2,305 
Class C  413  957  1,625  3,411 
Class I  136  425  734  1,613 

  32

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You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 313  $ 957  $1,625  $3,411 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 17% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in equity securities. The Fund invests mainly in common stocks of established
companies located in or that conduct their business mainly in one or more foreign countries, which may include emerging markets.
The Fund will normally be invested in ten or more foreign countries and may invest up to 40% of its assets in any one country if
Sentinel feels that economic and business conditions make it appropriate to do so. The Fund focuses its investments on developed
foreign countries, but may invest up to 20% of its total assets in emerging markets. It normally will have substantial investments in
European countries. Normally, at least 75% of the Fund’s total assets are invested in securities of non-U.S. issuers selected by
Sentinel mainly for their long-term capital growth prospects. The remaining 25% may be invested in companies organized in the
United States that have at least 50% of their assets and/or revenues outside the United States. The Fund also expects to purchase
American Depositary Receipts (ADRs) and Global Depositary Receipts in bearer form, which are designed for use in non-U.S.
securities markets.

The Fund also may invest in convertible or debt securities rated Baa or higher by Moody’s Investors Service, Inc. or BBB or higher by
Standard & Poor’s.

Sentinel applies a multi-dimensional strategy for portfolio construction – trend identification, stock selection and risk management.
Trends are identified that affect global and regional economic and financial environments, setting a framework for stock selection;
stocks are then analyzed and ranked based on valuation, growth, management, risk, and sentiment. Risk is managed through portfolio
diversification. Typically, the Fund has no more than double weight of the MSCI EAFE index or less than half the index in the largest
countries in the index.

The Fund generally may sell a security to meet redemptions, when there is a deterioration of one or more of the five factors described
above or when the portfolio manager identifies a more favorable investment opportunity.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

  • Emerging Markets Risk. The risks of foreign investments are usually much greater for the emerging markets. Investments in emerging markets may be considered speculative. Emerging markets are riskier because they develop unevenly and may never fully develop.

  33

NY1 7206796v.2



  • Foreign Banks and Securities Depositories Risk. Some foreign banks and securities depositories in which the Fund generally holds its foreign securities may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of a
broad measure of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 1993                   
Annual Total Return for Class A Shares (%) as of December 31           
-9.3  -16.2  -11.8  32.0  20.3  10.4  24.2  13.2  -43.0  33.8 
00  01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 24.26% (quarter ended June 30, 2009) and the
lowest return for a quarter was -20.80% (quarter ended September 30, 2002).

Average Annual Total Return       
For the periods ended       
December 31, 2009  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  27.05  2.37  1.81 
Return After Taxes on Distributions: Class A  26.84  1.50  0.81 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  17.85  2.11  1.30 
Return Before Taxes: Class C  30.75  2.21  1.03 
Return Before Taxes: Class I2  34.10  3.58  2.41 
Morgan Stanley Capital International “EAFE” (Europe, Australasia, Far       
East) Index (Reflects no deduction for fees, expenses or taxes)3  31.78  3.54  1.17 

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

Performance of the Class I shares prior to August 27, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

3     

The Morgan Stanley Capital International EAFE Index is a market capitalization weighted index composed of companies representative of the market structure of 20 developed market countries in Europe, Australasia and the Far East. The Fund uses the "net" version of this index, which reflects dividend reinvestment after the deduction of withheld taxes.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Manager. Katherine Schapiro, Senior Vice President with Sentinel, has been the portfolio manager of the Fund since 2005.

  34

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Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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NY1 7206796v.2



  Sentinel Mid Cap Fund1

Investment Objective

The Fund seeks growth of capital.

Fees and Expenses

  This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)       
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases       
(as a percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a       
percentage of purchase price or redemption proceeds,       
whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts       
redeemed or exchanged within 30 days)3  None  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)   
 
  Class A  Class C  Class I 
Management Fee  0.70%  0.70%  0.70% 
Distribution and/or Service (12b-1) Fees  0.30%  0.96%4  None 
Other Expenses  0.67%  1.70%  0.66% 
Total Annual Fund Operating Expenses  1.67%  3.36%  1.36% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

3     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

4     

Distribution fees may not be assessed on the shares owned by the NLV Financial Corporation or an affiliate, which may result in an overall distribution fee charged to shareholders of less than the maximum for so long as the investment is maintained.

  Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 661  $1,000  $1,362  $2,377 
Class C  439  1,033  1,750  3,649 
Class I  138  431  745  1,635 

  1 Sentinel Mid Cap Growth Fund is expected to change its name to Sentinel Mid Cap Fund prior to the effectiveness of this
registration statement.

  36

  NY1 7206796v.2



You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 339  $1,033  $1,750  $3,649 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 63% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in mid-capitalization companies. For this purpose, mid-capitalization
companies are companies that have, at the time of purchase, market capitalizations between $500 million and $25 billion. The Fund
seeks to invest primarily in common stocks of mid-capitalization companies that Sentinel believes are high quality, have superior
business models, solid management teams, sustainable growth potential and are attractively valued.

Up to 25% of the Fund’s assets may be invested in securities within a single industry. For portfolio construction purposes, the Fund
uses the Standard & Poor’s MidCap 400 Index as a sector-weighting guide, generally using a plus or minus 25% weighting. The Fund
attempts to be well-balanced across major economic sectors. Although the Fund may invest in any economic sector, at times it may
emphasize one or more particular sectors.

The Fund would typically sell a security if the portfolio managers believe it is overvalued, if the original investment premise is no
longer true, if the market cap exceeds a specified threshold and/or if the holding size exceeds the portfolio managers’ sector weighting
guidelines. A stock may also be sold to meet redemptions.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • Stocks of Smaller Companies Risk. The stocks of small- and mid-capitalization companies in which the Fund invests typically involve more risk than the stocks of larger companies. These smaller companies may have more limited financial resources and product lines, and may have less seasoned managers. In addition, these stocks may trade less frequently and in lower share volumes, making them subject to wider price fluctuations.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

  37

NY1 7206796v.2



Inception: 1969
Annual Total Return for Class A Shares (%) as of December 31

0.1  -24.7  -24.7  41.8  12.0  3.4  4.5  21.4  -46.1  29.0 
00  01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 31.19% (quarter ended December 31, 2001) and
the lowest return for a quarter was -33.54% (quarter ended September 30, 2001).

Average Annual Total Return       
 
For the periods ended       
December 31, 2009  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  22.60  -2.81  -2.44 
Return After Taxes on Distributions: Class A  22.60  -2.81  -2.85 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  14.69  -2.37  -2.25 
Return Before Taxes: Class C2  25.77  -3.10  -3.19 
Return Before Taxes: Class I3  29.41  -1.64  -1.85 
Russell Midcap Index (Reflects no deduction for fees, expenses or taxes)4  40.48  2.43  4.98 
Russell Midcap Growth Index (Reflects no deduction for fees, expenses or  46.29  2.40  -0.52 
taxes)5       
S&P MidCap 400 Index (Reflects no deduction for fees, expenses or taxes)6  37.38  3.27  6.36 

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

The Class C share returns prior to March 30, 2000 (the inception date for the Class C shares) are based on the returns of the Class A shares adjusted to reflect that Class C shares do not charge a front-end sales charge but may be subject to a contingent deferred sales charge and adjusted for Class C’s estimated higher expenses.

3     

Performance of the Class I shares prior to August 27, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

4     

The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization for the Russell 1000 Index.

5     

The Russell Midcap Growth Index measures the performance of those stocks of the Russell Midcap Index with higher price-to-book ratios and higher relative forecasted growth rates.

6     

The Mid Cap Fund is replacing the Russell Midcap Growth Index as its secondary benchmark with the S&P MidCap 400 Index because Sentinel believes the S&P MidCap 400 Index is a more appropriate measure of the Fund’s current investment strategy. The S&P MidCap 400 Index measures the performance of the mid- size company segment of the U.S. stock market. The market value-weighted index is based on 400 stocks chosen on the basis of market capitalization, liquidity and industry group representation.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Managers. Betsy Pecor, Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2008. Charles
C. Schwartz, Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2008. Matthew McGeary, Vice
President with Sentinel, has been a portfolio manager of the Fund since 2010.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

  38

NY1 7206796v.2



By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Sentinel Mid Cap Value Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)       
 
  Class A  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases (as a       
percentage of offering price)  5.00%  None  None 
Maximum Deferred Sales Charge (Load) (as a percentage of       
purchase price or redemption proceeds, whichever is less)  None1  1.00%2  None 
Redemption Fees (as a percentage of amounts redeemed or       
exchanged within 30 days)3  None  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)     
 
  Class A  Class C  Class I 
Management Fee  0.75%  0.75%  0.75% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  None 
Other Expenses  0.63%  0.57%  0.17% 
Total Annual Fund Operating Expenses  1.68%  2.32%  0.92% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

If shares are redeemed on or before one year after purchase.

3     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a Fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 662  $1,003  $1,367  $2,388 
Class C  335  724  1,240  2,656 
Class I  94  293  509  1,131 

You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class C  $ 235  $ 724  $1,240  $2,656 

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Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 50% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in mid-capitalization companies. For this purpose, mid-capitalization stocks
are stocks of companies whose market capitalizations, at the time of purchase, are within the range from the lowest market
capitalization of a stock that is included in the Standard & Poor’s MidCap 400 Index or the Russell Midcap Index, up to and including
the market capitalization of the largest company included in either of such indices. As of March [ ], 2010, companies included in
either the Standard & Poor’s MidCap 400 Index or the Russell Midcap Index had market capitalizations between $[ ] million and $[
] billion.

In selecting investments for the Fund, Steinberg Asset Management, LLC (“Steinberg”), the Fund’s investment sub-adviser, focuses
on issuers that it believes have a solid risk/return profile and can be purchased at attractive prices, with the potential to generate
superior relative long term investment returns. These issuers will generally be U.S. companies, but the Fund may invest to a lesser
extent in securities of non-U.S. companies meeting these same criteria. Steinberg’s research of these companies is theme-driven and
focuses on companies that it believes are under-researched and selling for less than their “private transaction value,” i.e., the price an
acquirer would pay to buy the company in its entirety. Each investment in a particular company also possesses a "strategic call", which
is a positive event or transaction likely to occur and not currently reflected in the security price, providing an opportunity for outsized
returns. Steinberg evaluates whether a company’s underlying business value is likely to protect against long-term capital loss.

The Fund is “non-diversified,” and Steinberg expects to hold a relatively small number of issues in the portfolio, thus increasing the
importance of each holding.

Steinberg generally will sell out of a position over time as its risk versus reward calculation for a particular issuer reveals increasing
risk or decreasing reward potential. Factors considered by Steinberg in making such a calculation include: increases in issuer share
price limiting further potential gains; availability of new investment opportunities with other issuers offering a greater potential return;
increased competition; adverse changes in the regulatory environment; and poor execution by management. Securities may also be
sold to meet redemptions.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • Stocks of Smaller Companies Risk. The stocks of small- and mid-capitalization companies in which the Fund invests typically involve more risk than the stocks of larger companies. These smaller companies may have more limited financial resources and product lines, and may have less seasoned managers. In addition, these stocks may trade less frequently and in lower share volumes, making them subject to wider price fluctuations.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

  • Foreign Banks and Securities Depositories Risk. Some foreign banks and securities depositories in which the Fund generally holds its foreign securities may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt.

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  • Non-Diversified Risk. The Fund is a non-diversified fund, meaning that it may hold fewer securities than a diversified portfolio and may take larger positions in individual securities. As a result, the Fund may be more affected by the performance of a particular security than a fund investing in a broader range of securities.

  • Restricted and Illiquid Securities Risk. The Fund will not be able to readily resell illiquid securities and resale of some of these securities may be restricted by law or contractual provisions. The inability to sell these securities at the most opportune time may negatively affect the Fund’s net asset value.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1 and 5 years and since inception compare
with those of broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class I shares for
each calendar year since inception. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be
less than those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge,
including any contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in
the past (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on
the Fund’s results can be obtained by visiting www.sentinelinvestments.com.

The performance of the Fund from October 12, 2001 to May 4, 2007 is based on the adjusted performance of its predecessor, the
Synovus Mid Cap Value Fund, and, prior to October 12, 2001, on the adjusted performance of a similarly managed collective
investment fund, both of which had different expenses but substantially similar investment risks. Information for Class I shares is
presented because the Class I share class has the longest period of annual returns.

Inception: 20001
Annual Total Return for Class I Shares (%) as of December 31

8.1  -12.5  35.6  21.8  13.4  17.2  12.7  -43.5  35.9 
01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 26.18% (quarter ended June 30, 2009) and the
lowest return for a quarter was -29.18% (quarter ended December 31, 2008).

Average Annual Total Return       
 
For the periods ended      Since 
December 31, 20092  1 Year  5 Years  Inception1 
Return Before Taxes: Class A  28.09  1.30  7.84 
Return Before Taxes: Class C  32.93  1.61  7.63 
Return Before Taxes: Class I  35.85  2.80  8.78 
Russell Midcap Value Index3  34.21  1.98  7.72 
Return Before Taxes: Class I  35.85  2.80  7.27 5 
Return After Taxes on Distributions: Class I  35.85  1.83  6.51 5 
Return After Taxes on Distributions and Sale of Funds Shares: Class I4  23.30  2.48  6.39 5 
Russell Midcap Value Index (Reflects no deduction for fees, expenses or  34.21  1.98  7.80 5 
taxes)3       

1     

Inception date reflects the inception of the Fund’s predecessor.

2     

The Fund is a successor to the Synovus Mid Cap Value Fund, which was a successor to a similarly managed collective investment fund, which commenced operations on April 3, 2000. Performance from October 24, 2001 to May 4, 2007 is based on the Synovus Mid Cap Value Fund’s Class A, Class C or Institutional Class shares, as applicable, adjusted, in the case of Class A and Class C shares, for the current maximum sales charge. Performance from October 12 to October 24, 2001 is based on the Synovus Mid Cap Value Fund’s Institutional Class shares, adjusted for the current maximum sales charge and higher expenses.

 

Performance prior to October 12, 2001 (the inception date for the Class I shares) is based on the performance of the collective investment fund, adjusted for higher expenses and, in the case of Class A and Class C shares, the current maximum sales charge. The collective investment fund was not a registered mutual fund and, therefore, was not subject to certain investment and tax restrictions. Therefore, after tax returns are only provided from October 12, 2001. Performance has not been adjusted for the higher 12b-1 fee of the Fund’s Class A shares as compared to the Synovus Mid Cap Value Fund’s Class A shares. If it had, returns would be lower.

3     

The Russell Midcap Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values.

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4     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

5     

From October 12, 2001.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. is the investment adviser to the Fund.

Sub-Adviser. Steinberg Asset Management, Inc. (“Steinberg”) is the sub-adviser.

Portfolio Manager. Michael A. Steinberg, Managing Member, portfolio manager and analyst at Steinberg, has been the portfolio
manager of the Fund since its inception in 2000.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Classes A and C  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by

  43

NY1 7206796v.2



influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

  44

NY1 7206796v.2



Sentinel Short Maturity Government Fund

Investment Objective

The Fund seeks high current income and limited fluctuations in principal value.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $1,000,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)     
 
  Class A  Class S 
Maximum Sales Charge (Load) Imposed on Purchases (as a     
percentage of offering price)  1.00%  None 
Maximum Deferred Sales Charge (Load) (as a percentage of     
purchase price or redemption proceeds, whichever is less)  None1  None 
Redemption Fees (as a percentage of amounts redeemed or     
exchanged within 30 days)2  None  None 
 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets  
 
  Class A  Class S 
Management Fee  0.45%  0.45% 
Distribution and/or Service (12b-1) Fees  0.25%  0.75% 
Other Expenses  0.23%  0.14% 
Total Annual Fund Operating Expenses  0.93%  1.34% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 194  $ 393  $ 610  $1,232 
Class S  136  425  734  1,613 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 52% of the average value of its portfolio.

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Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in U.S. government securities with average lives, at the time of purchase, of
three years or less. The remainder of the Fund’s assets may be invested in U.S. government securities with other maturities. Normally,
the dollar-weighted average life of the Fund’s portfolio is less than three years. The U.S. government securities in which the Fund
invests include direct obligations of the U.S. Treasury, obligations guaranteed by the U.S. government and obligations of U.S.
government agencies and instrumentalities. The Fund is not required to invest set amounts in any type of U.S. government securities.
Sentinel chooses the types of U.S. government securities that it believes will provide capital preservation and the best return with the
least risk in light of its analysis of current market conditions and its outlook for interest rates and the economy.

The Fund invests substantially in mortgage-backed securities. The Fund seeks to invest in mortgage-backed securities with shorter
average lives by focusing on securities that have been outstanding for a long period, or which have limited original terms.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate with conditions in the bond markets.

  • Government Securities Risk. Economic, business, or political developments may affect the ability of government-sponsored guarantors to repay principal and to make interest payments on the securities in which the Fund invests. In addition, certain of these securities are not backed by the full faith and credit of the U.S. government.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 1995                     
Annual Total Return for Class A Shares (%) as of December 31             
7.7  6.5  6.7  1.5  2.3  1.2   3.7  5.7  5.2  4.8 
00  01  02  03  04  05    06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 3.14% (quarter ended September 30, 2001) and
the lowest return for a quarter was -0.47% (quarter ended March 31, 2005).

  46

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Average Annual Total Return       
 
For the periods ended       
December 31, 20091  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  3.74  3.90  4.39 
Return After Taxes on Distributions: Class A  2.53  2.35  2.61 
Return After Taxes on Distributions and Sale of Fund Shares:       
Class A2  2.42  2.41  2.66 
Return Before Taxes: Class S  4.33  3.65  3.95 
Barclays Capital 1-3 Yr. Government Bond Index (Reflects no       
deduction for fees, expenses or taxes)3  1.41  4.18  4.65 
Barclays Capital U.S. Mortgaged Backed Securities Index       
(Reflects no deduction for fees, expenses or taxes)4  5.89  5.78  6.46 

1     

Class A returns prior to June 1, 2006, have not been adjusted to reflect the decrease in the maximum 12b-1 fee from 0.35% to 0.25%. If they had, those returns would be higher. The Class A returns shown above are based on the 1% maximum sales charge effective January 1, 2009, and are not adjusted to reflect a maximum sales charge of 3% in effect from June 1, 2006 to December 31, 2008. If they were, the returns would be lower. The Class S share returns prior to March 4, 2005 (the inception date for the Class S shares) are based on the returns of the Class A shares adjusted to reflect that Class S shares do not charge a front- end sales charge and adjusted for Class S’s higher expenses.

2     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or after taxes on distribution when a net capital loss occurs upon the redemption of fund shares.

3     

The Barclays Capital 1-3 Year Government Bond Index is composed of securities from the Barclays Capital Government Bond Index with maturities between one and three years.

4     

The Barclays Capital U.S. Mortgage Backed Securities Index is an unmanaged index of agency mortgage-backed passthrough securities (both fixed-rate and hybrid ARM) issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Manager. David M. Brownlee, Senior Vice President with Sentinel, has been the portfolio manager of the Fund since 1995.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  47

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  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Class A  $1,000  $50  $1,000  $50  $50 
Class S  $1,000  $50  $50,000  $50  $50 

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Sentinel Small Company Fund

Investment Objective

The Fund seeks growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)         
 
  Class A  Class B  Class C  Class I 
Maximum Sales Charge (Load) Imposed on Purchases         
(as a percentage of offering price)  5.00%  None  None  None 
Maximum Deferred Sales Charge (Load) (as a         
percentage of purchase price or redemption proceeds,         
whichever is less)  None1  4.00%2  1.00%3  None 
Redemption Fees (as a percentage of amounts         
redeemed or exchanged within 30 days)  2.00%  2.00%  2.00%  2.00% 
 
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)     
 
  Class A  Class B  Class C  Class I 
Management Fee  0.62%  0.62%  0.62%  0.62% 
Distribution and/or Service (12b-1) Fees  0.30%  1.00%  1.00%  None 
Other Expenses  0.36%  0.72%  0.50%  0.14% 
Total Annual Fund Operating Expenses  1.28%  2.34%  2.12%  0.76% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The deferred sales charge varies with the amount of your aggregate investment in the Sentinel Funds at the time you purchased your shares and the number of years since you purchased your shares. See “Share Classes — Purchase of Fund Shares — Class B Shares” in the Fund’s prospectus for the complete schedule of deferred sales charges.

3     

If shares are redeemed on or before one year after purchase.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 624  $ 886  $1,167  $1,968 
Class B  637  1,030  1,450  2,166 
Class C  315  664  1,139  2,452 
Class I  78  243  422  942 

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You would pay the following expenses if you did not redeem your shares:

Class  1 year  3 years  5 years  10 years 
Class B  $ 237  $ 730  $1,250  $2,166 
Class C  215  664  1,139  2,452 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in small-capitalization companies. For this purpose, small capitalization
companies are companies that have, at the time of purchase, market capitalizations of less than $3 billion. The Fund seeks to invest
primarily in common stocks of small companies that Sentinel believes are high quality, have superior business models, solid
management teams, sustainable growth potential and are attractively valued.

Up to 25% of the Fund’s assets may be invested in securities within a single industry. For portfolio construction purposes, the Fund
uses the Standard & Poor’s SmallCap 600 Index as a sector-weighting guide, generally using a plus or minus 25% weighting. The
Fund attempts to be well-balanced across major economic sectors. Although the Fund may invest in any economic sector, at times it
may emphasize one or more particular sectors.

The Fund would typically sell a security if the portfolio managers believe it is overvalued, if the original investment premise is no
longer true, if the market cap exceeds a specified threshold, if the holding size exceeds the portfolio managers’ sector weighting
guidelines and/or to take advantage of a more attractive investment opportunity. A stock may also be sold to meet redemptions.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • Stocks of Smaller Companies Risk. The stocks of small- and mid-capitalization companies in which the Fund invests typically involve more risk than the stocks of larger companies. These smaller companies may have more limited financial resources and product lines, and may have less seasoned managers. In addition, these stocks may trade less frequently and in lower share volumes, making them subject to wider price fluctuations.

  • Restricted and Illiquid Securities Risk. The Fund will not be able to readily resell illiquid securities and resale of some of these securities may be restricted by law or contractual provisions. The inability to sell these securities at the most opportune time may negatively affect the Fund’s net asset value.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any

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contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 1993
Annual Total Return for Class A Shares (%) as of December 31

39.1  4.8  -14.1  38.1  16.0  7.9  15.5  8.3  -32.3  27.3 
00  01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 20.85% (quarter ended December 31, 2001) and
the lowest return for a quarter was -24.08% (quarter ended December 31, 2008).

Average Annual Total Return       
 
For the periods ended       
December 31, 2009  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  20.92  2.01  8.26 
Return After Taxes on Distributions: Class A  20.92  0.99  6.68 
Return After Taxes on Distributions and Sale of Fund Shares: Class A1  13.60  1.67  6.63 
Return Before Taxes: Class B  21.94  1.82  8.22 
Return Before Taxes: Class C2  25.27  2.21  7.83 
Return Before Taxes: Class I3  27.91  3.28  8.95 
Russell 2000® Index (Reflects no deduction for fees, expenses or taxes)4  27.17  0.51  3.51 
Standard & Poor’s SmallCap 600 Index (Reflects no deduction for fees,  25.57  1.36  6.35 
expenses or taxes)5       

1     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

2     

The Class C share returns prior to July 9, 2001 (the inception date for the Class C shares) are based on the returns of the Class A shares adjusted to reflect that Class C shares do not charge a front-end sales charge but may be subject to a contingent deferred sales charge and adjusted for Class C’s higher expenses.

3     

Class I shares performance prior to May 4, 2007 (the inception date for the Class I shares) is based on the Fund’s Class A share performance, restated to reflect that Class I shares are offered without a sales charge.

4     

The Russell 2000® Index measures the performance of the smallest 2,000 companies in the Russell 3000® Index representing approximately 8% of the total market capitalization of the Russell 3000 Index.

5     

The Standard & Poor’s SmallCap 600 Index includes companies with market capitalizations ranging from $300 million to $1.5 billion.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Managers. Charles C. Schwartz, Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2004,
and Betsy Pecor, Senior Vice President with Sentinel, has been a portfolio manager of the Fund since 2005.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

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By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum subsequent investment amounts for various types of accounts are shown below, although we may reduce or waive the
minimums in some cases. Class A, B and C shares are no longer open to new investments and new accounts, with certain exceptions.
See “Purchase of Fund Shares – Small Company Fund Availability” for additional information regarding the availability of the Small
Company Fund’s shares.

  All Accounts  Automatic 
  Subsequent  Investment 
    Plan 
Classes A and C  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Sentinel Sustainable Core Opportunities Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)     
 
  Class A  Class I 
Maximum Sales Charge (Load) Imposed on Purchases     
(as a percentage of offering price)  5.00%  None 
Maximum Deferred Sales Charge (Load) (as a     
percentage of purchase price or redemption proceeds,     
whichever is less)  None1  None 
Redemption Fees (as a percentage of amounts     
redeemed or exchanged within 30 days)2  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

  Class A  Class I 
Management Fee  0.70%  0.70% 
Distribution and/or Service (12b-1) Fees  0.30%  None 
Other Expenses  0.50%  0.26% 
Total Annual Fund Operating Expenses  1.50%  0.96% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a Fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 645  $ 950  $1,278  $2,201 
Class I  98  306  531  1,178 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 12% of the average value of its portfolio.

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Principal Investment Strategies

The Fund normally invests at least 65% of its net assets in stocks of large-capitalization companies based in the U.S. In this context,
large-capitalization companies are companies with $8 billion or more in market capitalization. The Fund may invest in foreign
securities, although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or
Canadian dollars.

Sentinel’s investment philosophy centers on building a diverse, below-average risk portfolio consisting largely of securities of
superior, high quality companies with a positive multi-year outlook offered at attractive valuation levels, based on a number of
metrics, including value relative to its history, peers and/or market over time. Although the Fund may invest in any economic sector,
at times it may emphasize one or more particular sectors. Sentinel has a preference for companies that earn above-average rates of
return on capital and that generate free cash flow. Additionally, earnings revision trends are important.

The Fund may sell a stock if the fundamentals of the company are deteriorating or the original investment premise is no longer valid,
the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to manage the size of the holding
or the sector weighting and/or to take advantage of a more attractive investment opportunity, and to meet redemptions. A stock may
also be sold if it no longer meets the environmental, sustainable and/or corporate governance performance criteria.

Sustainable and Responsible Investing. The Fund employs a process of environmental, sustainable and corporate governance (“ESG”)
screening that is overseen by Sentinel’s in-house sustainable research department. While no investment is ever made solely based on
the qualitative criteria alone, the Fund believes sustainable screening provides a unique and more comprehensive view of the
companies it considers for investment. Generally, companies are eliminated from investment consideration if they produce tobacco or
tobacco products or alcoholic beverages; generate nuclear power or supply nuclear facilities with industry specific components, as
primary line of business; have material interests in the manufacture of weapons or weapons-specific components; are involved in
gambling as a main line of business; and/or lack diversity at the level of the board of directors/senior management. The Fund favors
companies that publish and enforce codes of conduct and vendor standards; promote equal opportunity, diversity and good employee
relations; are sensitive to community concerns; seek alternatives to animal testing when not required by law; and/or have minimal
impact on the environment and engage in proactive environmental initiatives.

Sentinel may, in its discretion, choose to apply additional screens, modify the application of the screens listed above or vary the
application of the screens listed above to the Funds’ investments at any time without shareholder approval.

For additional information on the corporate, sustainable and environmental screening process used by the Fund, please see “Additional
Information About Each Fund – Investment Objectives and Strategies – Sentinel Sustainable Core Opportunities Fund – Principal
Investment Strategies” at page [70] of the Prospectus.

Principal Investment Risks

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of
broad measures of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past

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(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the
Fund’s results can be obtained by visiting www.sentinelinvestments.com.

Inception: 19961
Annual Total Return for Class A Shares (%) as of December 312

-0.2  13.4  -40.5  33.5  11.4  7.9  15.9  7.1  -42.2  29.6 
00  01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 19.35% (quarter ended June 30, 2009) and the
lowest return for a quarter was -24.98 % (quarter ended June 30, 2002).

Average Annual Total Return       
 
For the periods ended       
December 31, 20092  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  23.15  -0.94  -0.46 
Return After Taxes on Distributions: Class A  23.09  -0.98  -1.23 
Return After Taxes on Distributions and Sale of Fund Shares: Class A3  15.12  -0.80  -0.76 
Return Before Taxes: Class I  30.48  0.40  0.22 
Standard & Poor’s 500 Index (Reflects no deduction for fees, expenses or  26.46  0.42  -0.95 
taxes)4       
Russell 1000 Index (Reflects no deduction for fees, expenses or taxes)5  28.43  0.79  -0.49 

1     

Inception date reflects the inception of the Fund’s predecessors.

2     

Performance for the Class A shares of the Fund (a) from September 24, 2001 to April 4, 2008 is based on the performance of the Standard shares of the predecessor Citizens Value Fund and (b) prior to September 24, 2001 on the Citizens Value Fund’s predecessor, the Meyers Pride Value Fund, in each case, which were offered without a sales charge, restated to reflect the sales charges of the Class A shares. Performance prior to April 4, 2008 does not reflect the higher Rule 12b-1 fees for Class A in effect on and after April 4, 2008. If it did, returns would be lower. Performance of the Class I shares (a) from March 31, 2006 to

  April 4, 2008 (the inception date for the Class I shares) is based on the performance of the Institutional shares of the Citizens Value Fund, which had different
expenses but substantially similar investment risks, (b) from September 24, 2001 to March 31, 2006 is based on the performance of the Standard shares of the
Citizens Value Fund, and (c) prior to September 24, 2001 is based on the performance of the Meyers Pride Value Fund.

3     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

4     

The Standard & Poor’s 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation.

5     

The Russell 1000® Index measures the performance of the large-cap segment of the U.S. equity universe.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

Portfolio Managers. Daniel J. Manion, Senior Vice President and Director of Equity Research with Sentinel, has been a portfolio
manager of the Fund since 2008, and Helena Ocampo, Vice President with Sentinel, has been a portfolio manager of the Fund since
2008.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
 
 
  55   
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P.O. Box 1499    Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT  05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
    appropriate authorization.  the Fund’s website at 
      www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Class A  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Sentinel Sustainable Growth Opportunities Fund

Investment Objective

The Fund seeks growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge
discounts if you and your family invest, or agree to invest in the future, at least $25,000 in shares of the Sentinel Funds that include
Class A shares. More information about these and other discounts is available from your financial professional and in the section
entitled “Share Classes” on page [xx] of the Fund’s prospectus and “How to Purchase Shares and Reduce Sales Charges” on page [xx]
of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)     
 
  Class A  Class I 
Maximum Sales Charge (Load) Imposed on Purchases     
(as a percentage of offering price)  5.00%  None 
Maximum Deferred Sales Charge (Load) (as a     
percentage of purchase price or redemption proceeds,     
whichever is less)  None1  None 
Redemption Fees (as a percentage of amounts     
redeemed or exchanged within 30 days)2  None  None 

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

  Class A  Class I 
Management Fee  0.70%  0.70% 
Distribution and/or Service (12b-1) Fees  0.30%  None 
Other Expenses  0.61%  2.15% 
Total Annual Fund Operating Expenses  1.61%  2.85% 

1     

You pay a deferred sales charge of 1% on certain redemptions of Class A shares made within eighteen months of purchase if you bought them without an initial sales charge as part of an investment of $1,000,000 or more.

2     

The Fund will impose an excessive trading fee of 2% of the amount redeemed, if an investor has a history of excessive trading (generally six or more in and out transactions in a Fund within a twelve-month period), or if an investor’s trading, in the judgment of the Funds, has been or may be disruptive to a Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of
those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Class  1 year  3 years  5 years  10 years 
Class A  $ 656  $ 983  $1,332  $2,315 
Class I  288  883  1,504  3,176 
 
Portfolio Turnover       

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher
portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio.

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Principal Investment Strategies

The Fund normally invests at least 65% of its net assets in stocks of U.S. mid-capitalization companies, which are companies between
$1 billion and $15 billion in market capitalization. The Fund tries to invest in companies with favorable growth potential, with
attractive pricing in relation to this growth potential, and experienced and capable management. The Fund favors companies that have
a high degree of corporate responsibility. The Fund seeks to invest in companies with forecasted growth rates in excess of the market
and/or the economy. Emphasis is placed on companies that (1) exhibit proven profitable business models, (2) demonstrate sustainable
earnings growth, (3) have the potential for accelerating growth, strong product cycles, attractive valuations, superior returns on capital
versus cost of capital and/or favorable liquidity characteristics, and/or (4) have a strong or leadership position within their industry.

The Fund may invest up to 25% of its assets in stocks of companies within a single industry. Although the Fund may invest in any
economic sector, at times it may emphasize one or more particular sectors. The Fund may invest in foreign securities, although only
where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

The Fund may utilize an active trading approach, which may result in portfolio turnover greater than 100%.

The Fund may sell a security when the portfolio manager believes that the security has reached an appropriate price or a valuation
extreme as compared to historical averages, when the portfolio manager believes that the company will experience particular events
and/or to take advantage of a more attractive investment opportunity. A stock may also be sold when it no longer meets the
environmental, sustainable and/or corporate governance performance criteria.

Sustainable and Responsible Investing. The Fund employs a process of environmental, sustainable and corporate governance (“ESG”)
screening that is overseen by Sentinel’s in-house sustainable research department. While no investment is ever made solely based on
the qualitative criteria alone, the Fund believes sustainable screening provides a unique and more comprehensive view of the
companies it considers for investment. Generally, companies are eliminated from investment consideration if they produce tobacco or
tobacco products or alcoholic beverages; generate nuclear power or supply nuclear facilities with industry specific components, as a
primary line of business; have material interests in the manufacture of weapons or weapons-specific components; are involved in
gambling as a main line of business; and/or lack diversity at the level of the board of directors/senior management. The Fund favors
companies that publish and enforce codes of conduct and vendor standards; promote equal opportunity, diversity and good employee
relations; are sensitive to community concerns; seek alternatives to animal testing when not required by law; and/or have minimal
impact on the environment and engage in proactive environmental initiatives.

Sentinel may, in its discretion, choose to apply additional screens, modify the application of the screens listed above or vary the
application of the screens listed above to the Funds’ investments at any time without shareholder approval.

For additional information on the corporate, sustainable and environmental screening process used by the Fund, please see “Additional
Information About Each Fund – Investment Objectives and Strategies – Sentinel Sustainable Growth Opportunities Fund – Principal
Investment Strategies” at page [71] of the Prospectus.

Principal Investment Risks

You could lose money by investing in the Fund. The following is a summary description of the principal risks of investing in the
Fund:

  • Stock Market and Selection Risk. The stock market may go down in value, and may go down sharply and unpredictably. The stocks selected by the portfolio manager may underperform the stock market or other funds with similar investment objectives and investment strategies.

  • Investment Style Risk. The “growth” stocks in the Fund’s portfolio may be more volatile than the portfolio manager anticipated, and the “value” stocks may not increase in price or pay dividends as the manager had anticipated.

  • Sector Risk. Investments in a particular sector may trail returns from other economic sectors.

  • Stocks of Smaller Companies Risk. The stocks of small- and mid-capitalization companies in which the Fund invests typically involve more risk than the stocks of larger companies. These smaller companies may have more limited financial resources, narrower product lines, and may have less seasoned managers. In addition, these stocks may trade less frequently and in lower share volumes, making them subject to wider price fluctuations.

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  • General Foreign Securities Risk. Investments in foreign securities may be affected unfavorably by changes in currency rates or exchange control regulations, or political or social instability in the particular foreign country or region.

  • Portfolio Turnover Risk. An active trading approach increases the Fund’s costs and may reduce the Fund’s performance. It may also increase the amount of capital gains tax that you have to pay on the Fund’s returns

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s
performance from year to year and by showing how the Fund’s average annual returns for 1, 5 and 10 years compare with those of a
broad measure of market performance. The bar chart shows changes in the Fund’s performance for Class A shares for each calendar
year over a ten-year period. Sales charges are not reflected in the bar chart. If sales charges were reflected, returns would be less than
those shown. However, the table includes, for share classes with a sales charge, the effect of the maximum sales charge, including any
contingent deferred sales charge that would apply to a redemption at the end of the period. How the Fund performed in the past
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated information on the Fund’s
results can be obtained by visiting www.sentinelinvestments.com.

Inception: 19941
Annual Total Return for Class A Shares (%) as of December 312

-0.6  -33.0  -28.7  31.6  8.3  12.2  7.5  11.1  -48.3  33.3 
00  01  02  03  04  05  06  07  08  09 

During the period(s) shown in the above bar chart, the highest return for a quarter was 23.07% (quarter ended March 31, 2000) and the
lowest return for a quarter was -27.80% (quarter ended September 30, 2001).

Average Annual Total Return       
 
For the periods ended       
December 31, 20092  1 Year  5 Years  10 Years 
Return Before Taxes: Class A  26.67  -2.59  -5.09 
Return After Taxes on Distributions: Class A  26.67  -2.78  -6.09 
Return After Taxes on Distributions and Sale of Fund Shares: Class A3  17.33  -2.23  -4.57 
Return Before Taxes: Class I  31.29  -1.58  -4.30 
Russell Mid Cap Growth Index (Reflects no deduction for fees, expenses or  46.29  2.40  -0.52 
taxes)4       

1     

Inception date reflects the inception of the Fund’s predecessor.

2     

Performance for the Class A shares of the Fund prior to April 4, 2008 is based on the performance of the Standard shares of the predecessor Citizens Emerging Growth Fund, which was offered without a sales charge, restated to reflect the sales charges of the Class A shares. Performance prior to April 4, 2008 does not reflect the higher Rule 12b-1 fees for Class A in effect on and after April 4, 2008. If it did, returns would be lower. Performance for the Class I shares (a) from November 1, 1999 to April 4, 2008 is based on the performance of the Institutional shares and (b) prior to November 1, 1999 is based on the performance of the Standard shares, in each case of Citizens Emerging Grown Fund, which had different expenses but substantially similar investment risks.

3     

Return after taxes on distributions and sale of fund shares may be higher than return before taxes and/or return after taxes on distributions when a net capital loss occurs upon the redemption of fund shares.

4     

The Russell Midcap Growth Index measures the performance of those stocks of the Russell Midcap Index with higher price-to-book ratios and higher relative forecasted growth rates.

After-tax returns are calculated using the historical highest applicable individual federal marginal income tax rates in effect during the
relevant period and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and
may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class A shares and after-
tax returns for other classes of shares will vary.

Management

Investment Adviser. Sentinel Asset Management, Inc. (“Sentinel”) is the investment adviser to the Fund.

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Portfolio Manager. Elizabeth R. Bramwell, Senior Vice President with Sentinel, has been the portfolio manager of the Fund since
2008.

Purchase and Sale of Fund Shares

Investors may purchase or redeem Fund shares on any day that the New York Stock Exchange is open for business by written request,
wire transfer, telephone or online.

By mail  By telephone:  Online: 
Sentinel Administrative Services, Inc.  1-800-282-FUND (3863).  If you already have an account and have 
P.O. Box 1499  Redemptions by telephone are only  elected to do so, you may purchase or 
Montpelier, VT 05601-1499  permitted upon previously receiving  redeem shares of the Fund by accessing 
  appropriate authorization.  the Fund’s website at 
    www.sentinelinvestments.com. 

Investors who wish to purchase or redeem Fund shares by wire transfer should contact the Funds at 1-800-282-FUND (3863).
Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
The minimum initial and subsequent investment amounts for various types of accounts are shown below, although we may reduce or
waive the minimums in some cases.

  Retirement Accounts  All Other Accounts  Automatic 
  Initial  Subsequent  Initial  Subsequent  Investment 
          Plan 
Class A  $1,000  $50  $1,000  $50  $50 

Class I: Class I shares are only available to institutional investors, with certain limited exceptions. There is a $1 million initial
investment minimum for institutional investors, with certain exceptions.

Tax Information

Dividends and capital gain distributions you receive from the Fund may be subject to federal income taxes and may be taxed as
ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you
may be subject to federal income tax upon withdrawal from such tax deferred arrangements. In addition, dividends and capital gain
distributions you receive from the Fund may also be subject to state and local taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies
may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more information.

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Additional Information About Each Fund

Investment Objectives and Strategies

Sentinel Balanced Fund

Investment Objective

The Fund seeks a combination of growth of capital and current income, with relatively low risk and relatively low fluctuations in
value.

Principal Investment Strategies

The Fund normally invests primarily in common stocks and investment-grade bonds with at least 25% of its assets in bonds and at
least 25% of its assets in common stock. When determining this percentage, convertible bonds and/or preferred stocks are considered
common stocks, unless these securities are held primarily for income. Sentinel will divide the Fund’s assets among stocks and bonds
based on whether it believes stocks or bonds offer a better value at the time. More bonds normally enhance price stability, and more
stocks usually enhance growth potential. Up to 25% of the Fund’s assets may be invested in securities within a single industry. The
Fund may invest without limitation in foreign securities, although only where the securities are trading in the U.S. or Canada and only
where trading is denominated in U.S. or Canadian dollars.

Sentinel’s philosophy for the equity portion of the portfolio is based on a long-term view and emphasizes diversification, high quality,
valuation discipline and below-average risk. Sentinel looks for securities of superior companies with a positive multi-year outlook
offered at attractive valuation levels based on a number of metrics, including value relative to its history, peers and/or market over
time, with attractive risk profiles and long-term adjusted returns. Although the Fund may invest in any economic sector, at times it
may emphasize one or more particular sectors.

The bond portion of the Fund may invest without limitation in bonds in the first through the fourth highest categories of Moody’s (Aaa
to Baa) and Standard and Poor’s (AAA to BBB). It may also purchase bonds in the lowest rating categories (C for Moody’s and D for
Standard and Poor’s) and comparable unrated securities. However, it will only purchase securities rated B3 or lower by Moody’s or
lower than B- by Standard and Poor’s if Sentinel believes the quality of the bonds is higher than indicated by the rating. No more than
20% of the Fund’s total assets may be invested in lower-quality bonds (e.g., bonds rated below Baa by Moody’s or BBB by Standard
& Poor’s).

The Fund may make unlimited investments in mortgage-backed U.S. government securities, including pass-through certificates
guaranteed by the Government National Mortgage Association (“GNMA”). Each GNMA certificate is backed by a pool of mortgage
loans insured by the Federal Housing Administration and/or the Veterans Administration, and provides for the payment of minimum
fixed monthly installments of principal and interest. The guarantee by GNMA of timely repayment of principal and payment of
interest is backed by the full faith and credit of the United States. The Fund may invest in mortgage-backed securities issued and
guaranteed by the Federal National Mortgage Association (“FNMA”) and by the Federal Home Loan Mortgage Corporation
(“FHLMC”). In all of these mortgage-backed securities, the actual maturity of and realized yield will vary based on the prepayment
experience of the underlying pool of mortgages. Mortgage- related securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA. They are not backed by the full faith and credit of the United States, but are supported by the right of
FNMA to borrow from the U.S. Treasury Department (e.g., the Federal Home Loan Banks). Mortgage-related securities issued by
FHLMC are not guaranteed by the United States or by any Federal Home Loan Bank and do not constitute a debt or obligation of the
United States or of any Federal Home Loan Bank. FHLMC guarantees timely payment of interest and ultimate collection of principal
on its mortgage-related securities; provided, however, that FHLMC may remit on account of its guarantee of ultimate payment of
principal the amount due with respect to any underlying mortgage loan at any time after default on such underlying mortgage, but in
no event later than one year after it becomes payable. On September 6, 2008, Director James Lockhart of the Federal Housing
Finance Agency (“FHFA”) appointed FHFA as conservator of both FNMA and FHLMC. In addition, the U.S. Treasury Department
agreed to provide FNMA and FHLMC up to $100 billion of capital each on an as needed basis to insure that they continue to provide
liquidity to the housing and mortgage markets. While the original maximum life of a mortgage-backed security considered for this
Fund can vary, its average life is likely to be substantially less than the original maturity of the underlying mortgages, because the
mortgages in these pools may be prepaid, refinanced, curtailed, or foreclosed. Prepayments are passed through to the mortgage-
backed securityholder along with regularly scheduled minimum repayments of principal and payments of interest.

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The Fund may engage in dollar roll transactions. In a dollar roll, a Fund sells mortgage-backed or U.S. Treasury securities for
delivery in the current month, and simultaneously contracts to buy back securities of the same type, coupon and maturity on a
predetermined future date. During the roll period, a Fund forgoes principal and interest paid on the mortgage-backed or U.S. Treasury
securities. In return, a Fund receives the difference between the current sales price and the lower forward price for the future purchase
(often referred to as the “drop”), and interest earned on the cash proceeds of the initial sale. A “covered roll” is a specific type of
dollar roll in which the proceeds of a dollar roll are held in a separate account and invested only in high-grade, money-market
instruments. The Fund may only invest in covered rolls.

In managing the fixed-income portion of the portfolio, the Fund utilizes an active trading approach, which may result in portfolio
turnover greater than 100%. The Fund may participate in a securities lending program.

The Fund may use derivative instruments (e.g., futures, options and swap agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

The Fund may sell a stock to meet redemptions, if the fundamentals of the company are deteriorating or the original investment
premise is no longer valid, the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to
manage the size of the holding or the sector weighting and/or to take advantage of a more attractive investment opportunity.

Sentinel Capital Growth Fund

Investment Objective

The Fund seeks long-term growth of capital and, secondarily, current income.

Principal Investment Strategies

The Fund normally invests primarily in a broad range of common stocks of companies that Sentinel believes have above-average
growth potential.

Sentinel attempts to identify companies that are expected to grow as a result of the potential long-term return from their investment in
research, development, capital spending and market expansion. In addition, Sentinel looks for companies that it perceives to be
attractively valued relative to their future growth prospects, as well as to that of the market as a whole. Sentinel utilizes a blended
“top-down” and “bottom-up” approach. In top-down analysis, focus is on such macroeconomic factors as inflation, interest and tax
rates, currency and political climate. In bottom-up analysis, focus is on company-specific variables, such as competitive industry
dynamics, market leadership, proprietary products and services, and management expertise, as well as on financial characteristics,
such as returns on sales and equity, debt/equity ratios and earnings and cash flow growth. With respect to the Fund’s current income
objective, Sentinel also analyzes a company’s dividend-paying characteristics when selecting investments. Fundamental research,
which may include the use of corporate financial reports and press releases, company presentations, meetings with management,
general economic and industry data supplied by government agencies and trade associations, and research reports provided by Wall
Street analysts, is synthesized and analyzed to develop financial and valuation models for each individual company in an attempt to
project future sales and earnings growth potential and relative valuations and to facilitate informed investment decisions.

Although the Fund may invest in any economic sector, at times it may emphasize one or more particular sectors. The Fund may invest
up to 25% of its net assets in a given industry, and the Fund may invest up to 25% of its net assets in securities of foreign issuers,
although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian
dollars.

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The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant such investment. Such action is an attempt to
protect the Fund’s assets from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not
achieve its investment objective.

Sentinel expects to sell Fund holdings to meet redemptions, when the valuation of the underlying company relative to its future growth
rate appears to have become excessive, when the fundamentals of a company are perceived to be deteriorating, or when more
attractive alternative investments surface.

Sentinel Common Stock Fund

Investment Objective

The Fund seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the
stock market as a whole.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in common stocks. This principal investment strategy is a non-fundamental
policy that may not be changed without 60 days’ prior written notice to the Fund’s shareholders. The Fund invests mainly in a diverse
group of common stocks of well-established companies, typically above $5 billion in market capitalization, most of which pay regular
dividends. When appropriate, the Fund also may invest in preferred stocks or debentures convertible into common stocks. Up to 25%
of the Fund’s assets may be invested in securities within a single industry. The Fund may invest without limitation in foreign
securities, although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or
Canadian dollars.

Sentinel’s philosophy is based on a long-term view and emphasizes diversification, high quality, valuation discipline and below-
average risk. Sentinel looks for securities of superior companies with a positive multi-year outlook offered at attractive valuation
levels based on a number of metrics, including value relative to its history, peers and/or market over time. Although the Fund may
invest in any economic sector, at times it may emphasize one or more particular sectors. Sentinel has a preference for companies that
earn above-average rates of return on capital and that generate free cash flow. Additionally, earnings revision trends are important.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

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The Fund may sell a stock to meet redemptions, if the fundamentals of the company are deteriorating or the original investment
premise is no longer valid, the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to
manage the size of the holding or the sector weighting and/or to take advantage of a more attractive investment opportunity.

Sentinel Conservative Allocation Fund

Investment Objective

The Fund seeks a high level of current income, with a secondary objective of long-term capital appreciation.

Principal Investment Strategies

The Fund normally divides its assets among several broad asset classes. Sentinel has broad discretion in allocating assets among the
classes. The classes are:

1. INVESTMENT-GRADE BONDS. The Fund normally invests at least 30% of its total assets in U.S. Treasury and agency
securities, mortgage-backed securities, and investment-grade corporate bonds, and may include the dollar roll transactions described
for the Balanced Fund. Up to 35% of the Fund’s total assets may be invested in U.S. dollar-denominated investment-grade bonds
issued by companies located in or that conduct their business mainly in one or more foreign countries.

2. BELOW INVESTMENT-GRADE BONDS. The Fund may invest up to 45% of its total assets in U.S. dollar-denominated bonds
rated below investment grade (e.g., rated below BBB by Standard and Poor’s or below Baa by Moody’s) or which are unrated but
considered to be of comparable credit quality by Sentinel. These bonds are sometimes called “junk bonds”. Up to 35% of the Fund’s
total assets may be invested in U.S. dollar-denominated below investment-grade bonds issued by companies located in or that conduct
their business mainly in one or more foreign countries.

3. EQUITY AND EQUITY-RELATED SECURITIES. The Fund may invest up to 50% of its total assets in these securities,
including common stocks, preferred stocks, and debt securities that are convertible into equity securities. In choosing investments
within this category, investments which offer relatively high dividend or interest yields will be emphasized, and there will also be
some emphasis on the potential for capital appreciation. The Fund may invest up to 10% of its total assets in common stocks of
established companies located in or that conduct their business mainly in one or more foreign countries, including emerging markets.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

Although the Fund may invest in any economic sector, at times it may emphasize one or more particular sectors. The Fund utilizes an
active trading approach, which may result in portfolio turnover greater than 100%.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund generally sells a high-yield bond any time its spread tightens to a point where the portfolio manager believes it has become
too expensive relative to other similar credits, or when a fundamental reassessment of the bond changes its rating category, generally
downward. The Fund may sell a stock if the fundamentals of the company are deteriorating or the original investment premise is no
longer valid, the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation and/or to manage the
size of the holding or the sector weighting. The Fund generally may sell a foreign security when there is a deterioration of the five
factors the portfolio manager uses to assess it. The Fund may also sell a holding to meet redemptions or to take advantage of a more
attractive investment opportunity.

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Sentinel Georgia Municipal Bond Fund

Investment Objective

The Fund seeks current income exempt from both federal and Georgia state income taxes, consistent with preservation of capital.

Principal Investment Strategies

The Fund normally invests at least 80% of its total assets in municipal securities that generate income that, in the opinion of counsel to
the issuer of the security, is exempt from federal and Georgia state income taxes. This principal investment strategy is a fundamental
policy that may only be changed by a majority vote of the outstanding shares of the Fund.

The Fund may invest in municipal obligations whose interest is a tax-preference item for purposes of the federal alternative minimum
tax (“AMT”). If you are subject to the AMT, a portion of the Fund’s distributions to you may not be exempt from federal income tax.

GLOBALT, Inc. (“GLOBALT”), the Fund’s investment sub-adviser, will purchase investment-grade municipal securities in an
attempt to maintain an average weighted portfolio maturity of five to fifteen years, as determined by market conditions. As a core,
general obligation, revenue, school, housing, hospital development and insured municipal bonds are represented. GLOBALT
considers the relative yield, maturity and availability of various types of municipal bonds and the general economic outlook in
determining how much to invest in a specific type of municipal bond in the Fund’s portfolio. Duration adjustments are made relative
to the Barclays Capital 10 Year Municipal Bond Index.

The Fund may use derivative instruments (e.g., futures, options and swap agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if GLOBALT believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s
assets from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective. The Fund may participate in a securities lending program with respect to a substantial amount of its holdings.

Sentinel Government Securities Fund

Investment Objective

The Fund seeks high current income while seeking to control risk.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in U.S. government securities. This principal investment strategy is a non-
fundamental policy that may not be changed without 60 days’ prior written notice to the Fund’s shareholders. The Fund invests
mainly in U.S. government bonds. These bonds include direct obligations of the U.S. Treasury, obligations guaranteed by the U.S.
government, and obligations of U.S. government agencies and instrumentalities. The Fund is not required, however, to invest set
amounts in any of the various types of U.S. government securities. Sentinel will choose the types of U.S. government securities that it
believes will provide capital preservation and the best return with the least risk in light of its analysis of current market conditions and
its outlook for interest rates and the economy.

The Fund invests substantially in mortgage-backed securities and may engage in dollar roll transactions both as described above for
the Balanced Fund.

The Fund may also use repurchase agreements as a means of making short-term investments. It will invest only in repurchase
agreements with durations of seven days or less, only where the collateral securities are U.S. government securities, only in aggregate
amounts of not more than 25% of the Fund’s assets and only where the counterparty maintains the value of the underlying securities at
not less than 102% of the repurchase price stated in the agreement. The Fund might incur time delays or losses if the other party to the
agreement defaults on the repurchase of the securities.

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In addition, the Fund may invest up to 20% of its net assets in high-quality, money-market instruments that are not issued or
guaranteed by the U.S. government or its agencies or instrumentalities. These include bank money market instruments, commercial
paper or other short-term corporate obligations listed in the highest rating categories by nationally recognized statistical rating
organizations. These money market instruments may be used as a means of making short-term investments.

The Fund utilizes an active trading approach, which may result in portfolio turnover greater than 100%.

The Fund may use derivative instruments (e.g., futures, options and swap agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

Sentinel Growth Leaders Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Principal Investment Strategies

The Fund normally invests in a core position of 20-30 common stocks selected for their growth potential. This Fund is non-
diversified, which means that it may hold fewer securities than a diversified portfolio, and there is greater risk in that each holding has
a greater impact on performance, either positively or negatively.

Sentinel attempts to identify companies that are expected to grow as a result of the potential long-term return from their investment in
research, development, capital spending and market expansion. In addition, Sentinel looks for companies that it perceives to be
attractively valued relative to their future growth prospects, as well as to that of the market as a whole. Sentinel utilizes a blended
“top-down” and “bottom-up” approach. In top-down analysis, focus is on such macroeconomic factors as inflation, interest and tax
rates, currency and political climate. In bottom-up analysis, focus is on company-specific variables, such as competitive industry
dynamics, market leadership, proprietary products and services, and management expertise, as well as on financial characteristics,
such as returns on sales and equity, debt/equity ratios and earnings and cash flow growth. Fundamental research, which may include
the use of corporate financial reports and press releases, company presentations, meetings with management, general economic and
industry data supplied by government agencies and trade associations, and research reports provided by Wall Street analysts, is
synthesized and analyzed to develop financial and valuation models for each individual company in an attempt to project future sales
and earnings growth potential and relative valuations and to facilitate informed investment decisions.

Although the Fund may invest in any economic sector, at times it may emphasize one or more particular sectors. The Fund may invest
up to 25% of its net assets in a given industry, and the Fund may invest up to 25% of its net assets in securities of foreign issuers,
although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian
dollars.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

Sentinel expects to sell Fund holdings to meet redemptions, when the valuation of the underlying company relative to its future growth
rate appears to have become excessive, when the fundamentals of a company are perceived to be deteriorating, or when more
attractive alternative investments surface.

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The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant such investment. Such action is an attempt to
protect the Fund’s assets from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not
achieve its investment objective.

Sentinel International Equity Fund

Investment Objective

The Fund seeks growth of capital.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in equity securities. This principal investment strategy is a non-fundamental
policy that may not be changed without 60 days’ prior written notice to the Fund’s shareholders. The Fund invests mainly in common
stocks of established companies located in or that conduct their business mainly in one or more foreign countries, which may include
emerging markets. The Fund will normally be invested in ten or more foreign countries and may invest up to 40% of its assets in any
one country if Sentinel feels that economic and business conditions make it appropriate to do so.

Sentinel applies a multi-dimensional strategy comprised of three parts that continually interact: trend identification, stock selection,
and risk management. Trends are identified that affect global and regional economic and financial environments, setting a framework
for stock selection. Stocks are then analyzed and ranked based on five key factors: valuation, growth, management, risk, and
sentiment. Stocks chosen for inclusion in the Fund share similar characteristics, such as an industry leadership position, innovative
products and services, balance sheet strength, and management teams with demonstrated effectiveness in a competitive global
environment. Risk management through portfolio diversification provides the means to monitor and moderate volatility for the overall
Fund. Typically, the Fund has no more than double weight of the MSCI EAFE index or less than half the index in the largest
countries in the index.

The Fund focuses its investments on developed foreign countries, but may invest up to 20% of its total assets in emerging markets. It
normally will have substantial investments in European countries. Up to 25% of the Fund’s assets may be invested in securities within
a single industry. Although the Fund may invest in any economic sector, at times it may emphasize one or more particular sectors.

Normally, at least 75% of the Fund’s total assets are invested in securities of non-U.S. issuers selected by Sentinel mainly for their
long-term capital growth prospects. The remaining 25% may be invested in companies organized in the United States that have at
least 50% of their assets and/or revenues outside the United States. The Fund also may invest in convertible or debt securities rated
Baa or higher by Moody’s Investors Service, Inc. or BBB or higher by Standard & Poor’s.

The majority of the Fund’s trading of stocks occurs on established stock exchanges or in the over-the-counter markets in the countries
in which investments are being made. The Fund also expects to purchase American Depositary Receipts (ADRs) and Global
Depositary Receipts in bearer form, which are designed for use in non-U.S. securities markets. ADRs trade on U.S. exchanges or in
the U.S. over-the-counter markets, and represent foreign stocks. To expedite settlement of portfolio transactions and minimize
currency value fluctuations, the Fund may purchase foreign currencies and/or engage in forward foreign currency transactions.
Normally, however, the Fund does not hedge its foreign currency exposure.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets

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from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

The Fund generally may sell a security to meet redemptions, when there is a deterioration of one or more of the five factors described
above or when the portfolio manager identifies a more favorable investment opportunity.

Sentinel Mid Cap Fund

Effective March 29, 2010, the Sentinel Mid Cap Growth Fund changed its name to the Sentinel Mid Cap Fund.

Investment Objective

The Fund seeks growth of capital.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in mid-capitalization companies. This principal investment strategy is a non-
fundamental policy that may not be changed without 60 days’ prior written notice to the Fund’s shareholders. For this purpose, mid-
capitalization companies are considered to be companies that have, at the time of purchase, market capitalizations between $500
million and $25 billion. The Fund seeks to invest primarily in common stocks of mid-capitalization companies that Sentinel believes
are high quality, have superior business models, solid management teams, sustainable growth potential and are attractively valued.

The Fund may invest up to 25% of its assets in stocks of companies within a single industry. Although the Fund may invest in any
economic sector, and it attempts to be well-balanced across major economic sectors, at times it may emphasize one or more particular
sectors. For portfolio construction purposes, the Fund uses the Standard & Poor’s MidCap 400 Index as a sector-weighting guide,
generally using a plus or minus 25% weighting. The Fund may invest without limitation in foreign securities, although only where the
securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

The Fund may sell a security generally to meet redemptions, when the portfolio manager believes it is overvalued, if the original
investment premise is no longer true, if the market cap exceeds a specified threshold and/or if the holding size exceeds the portfolio
managers’ sector weighting guidelines.

Sentinel Mid Cap Value Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in mid-capitalization companies. This principal investment strategy is a non-
fundamental policy that may not be changed without 60 days’ prior written notice to the Fund’s shareholders. For this purpose, mid-
capitalization stocks are stocks of companies whose market capitalizations, at the time of purchase, are within the range from the

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lowest market capitalization of a stock that is included in the Standard & Poor’s MidCap 400 Index or the Russell Midcap Index, up to
and including the market capitalization of the largest company included in either of such indices. As of March 13, 2009, companies
included in either the Standard & Poor’s MidCap 400 Index or the Russell Midcap Index had market capitalizations between $39.8
million and $15.3 billion.

In selecting investments for the Fund, Steinberg Asset Management, LLC (“Steinberg”), the Fund’s investment sub-adviser, focuses
on issuers that it believes have a solid risk/return profile and can be purchased at attractive prices, with the potential to generate
superior relative long term investment returns. These issuers will generally be U.S. companies, but the Fund may invest to a lesser
extent in securities of non-U.S. companies meeting these same criteria. Steinberg’s research of these companies is theme-driven and
focuses on companies that it believes are under-researched and selling for less than their “private transaction value,” i.e., the price an
acquirer would pay to buy the company in its entirety. Each investment in a particular company also possesses a "strategic call",
which is a positive event or transaction likely to occur and not currently reflected in the security price, providing an opportunity for
outsized returns. Steinberg evaluates whether a company’s underlying business value is likely to protect against long-term capital loss.

The Fund is “non-diversified,” and Steinberg expects to hold a relatively small number of issues in the portfolio, thus increasing the
importance of each holding.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so.

The Fund may invest up to 25% of its net assets in repurchase agreements, provided the counterparty maintains the value of the
underlying securities at not less than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund
purchases bonds and simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price. The Fund
may participate in a securities lending program.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Steinberg believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

In selecting holdings to sell for the Fund, Steinberg evaluates shifts in the potential risks versus the potential rewards in continuing to
hold an issuer. Among the many factors that Steinberg considers in its evaluation are: increases in issuer share price limiting further
potential gains, availability of new investment opportunities with other issuers offering a greater potential return, increased
competition, adverse changes in the regulatory environment and poor execution by management. Steinberg generally will sell out of a
position over time as its risk versus reward calculation for a particular issuer reveals increasing risk or decreasing reward potential.
Securities may also be sold to meet redemptions.

Sentinel Short Maturity Government Fund

Investment Objective

The Fund seeks high current income and limited fluctuations in principal value.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in U.S. government securities with average lives, at the time of purchase, of
three years or less. This principal investment strategy is a non-fundamental policy that may not be changed without 60 days’ prior
written notice to the Fund’s shareholders. The remainder of the Fund’s assets may be invested in U.S. government securities with
other maturities. Normally, the dollar-weighted average life of the Fund’s portfolio is less than three years. The U.S. government
securities in which the Fund invests include direct obligations of the U.S. Treasury, obligations guaranteed by the U.S. government
and obligations of U.S. government agencies and instrumentalities. It is expected that under normal market conditions, the Fund will
generate yields higher than the yields available on money market instruments, or certificates of deposit (“CD”) with maturities of one
year or less; however, there can be no assurance that the Fund’s yield or total return will in fact be higher than these alternatives.
Money market instruments and CDs can also have different risks and expenses than those of the Fund.

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The Fund is not required to invest set amounts in any type of U.S. government securities. Sentinel chooses the types of U.S.
government securities that it believes will provide capital preservation and the best return with the least risk in light of its analysis of
current market conditions and its outlook for interest rates and the economy.

The Fund invests substantially in mortgage-backed securities and may engage in dollar roll transactions as described for the Balanced
Fund. The Fund seeks to invest in mortgage-backed securities with shorter average lives, by focusing on securities that have been
outstanding for a long period, or which have limited original terms.

In addition, the Short Maturity Government Fund may invest up to 20% of its net assets in high-quality money market instruments that
are not issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund may also use repurchase
agreements as a means of making short-term investments as described for the Government Securities Fund.

The Fund may use derivative instruments (e.g., futures, options and swap agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so.

Sentinel Small Company Fund

Investment Objective

The Fund seeks growth of capital.

Principal Investment Strategies

The Fund normally invests at least 80% of its net assets in small-capitalization companies. This principal investment strategy is a non-
fundamental policy that may not be changed without 60 days’ prior notice to the Fund’s shareholders. For this purpose, small
companies are considered to be companies that have, at the time of purchase, market capitalizations of less than $3 billion. The Fund
invests primarily in common stocks of small companies that Sentinel believes are high quality, have superior business models, solid
management teams, sustainable growth potential and are attractively valued. The weighted median market capitalization of the Fund’s
holdings as of February [ ], 2010 was approximately $[ ] billion. Market capitalization is the total value of all the outstanding
shares of common stock of a company.

Up to 25% of the Fund’s assets may be invested in securities within a single industry. For portfolio construction purposes, the Fund
uses the Standard & Poor’s SmallCap 600 Index as a sector-weighting guide, generally using a plus or minus 25% weighting. The
Fund attempts to be well-balanced across major economic sectors. Although the Fund may invest in any economic sector, at times it
may emphasize one or more particular sectors. The Fund may invest without limitation in foreign securities, although only where the
securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

The Fund’s policy is to avoid short-term trading. However, the Fund may sell a security without regard to its holding period if
Sentinel believes it is in the Fund’s best interest to do so. The Fund’s turnover rate is not expected to exceed 100% annually.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program with respect to a substantial amount of its holdings.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, a Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

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The Fund would typically sell a security if the portfolio managers believe it is overvalued, if the original investment premise is no
longer true, if the market cap exceeds a specified threshold and/or if the holding size exceeds the portfolio managers’ sector weighting
guidelines.

Sentinel Sustainable Core Opportunities Fund

Investment Objective

The Fund seeks long-term capital appreciation.

Principal Investment Strategies

The Fund normally invests at least 65% of its net assets in stocks of large-capitalization companies based in the U.S. In this context,
large-capitalization companies are companies with $8 billion or more in market capitalization. The Fund may invest in foreign
securities, although only where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or
Canadian dollars.

Sentinel’s philosophy is based on a long-term view and emphasizes diversification, high quality, and valuation discipline and below-
average risk. The Fund favors companies that have a high degree of corporate responsibility. Sentinel looks for securities of superior
companies with a positive multi-year outlook offered at attractive valuation levels based on a number of metrics, including value
relative to its history, peers and/or market over time. The Fund may invest up to 25% of its assets in stocks of companies within a
single industry. Although the Fund may invest in any economic sector, at times it may emphasize one or more particular sectors.

The Fund may sell a stock to meet redemptions, if the fundamentals of the company are deteriorating or the original investment
premise is no longer valid, the stock is trading meaningfully higher than what the portfolio manager believes is a fair valuation, to
manage the size of the holding or the sector weighting and/or to take advantage of a more attractive investment opportunity. A stock
may be sold if it no longer meets the environmental, sustainable and/or corporate governance performance criteria.

Sustainable and Responsible Investing. The Fund employs a process of environmental, sustainable and corporate governance
screening that is overseen by Sentinel’s in-house sustainable research department. Through a disciplined process, Sentinel’s
sustainable research analysts produce a detailed evaluation of corporate policies and practices. First, Sentinel’s financial analysts and
portfolio managers apply a series of exclusionary screens developed by our sustainable research analysts to a company. If a company
passes the exclusionary screens, the company’s securities are eligible to be purchased by the Fund. Next, Sentinel’s sustainable
research analysts conduct a second, more in-depth qualitative screening process. If a company fails the qualitative screening process,
the company’s securities are no longer eligible for investment and must be sold within 90 days of the final rejection of the company by
the sustainable research team if it is held by the Fund. As a result, the Fund may be required to sell securities based upon sustainable,
environmental or corporate reasons when it may be financially disadvantageous to do so. While no investment is ever made solely
based on the qualitative criteria alone, the Fund believes sustainable screening provides a unique and more comprehensive view of the
companies it considers for investment.

Generally, companies are eliminated from investment consideration if they:

  • produce tobacco or tobacco products;

  • produce alcoholic beverages;

  • generate nuclear power or supply nuclear facilities with industry specific components, as a primary line of business;

  • have material interests in the manufacture of weapons or weapons-specific components;

  • are involved in gambling as a main line of business; and/or

  • lack diversity at the level of the board of directors/senior management.

The Fund favors companies that:

  • publish and enforce codes of conduct and vendor standards;

  • promote equal opportunity, diversity and good employee relations;

  • are sensitive to community concerns;

  • seek alternatives to animal testing when not required by law; and/or

  • have minimal impact on the environment and engage in proactive environmental initiatives.

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Sentinel may, in its discretion, choose to apply additional screens, modify the application of the screens listed above or vary the
application of the screens listed above to the Funds investments at any time without shareholder approval.

Sentinel Sustainable Growth Opportunities Fund

Investment Objective

The Fund seeks growth of capital.

Principal Investment Strategies

The Fund normally invests at least 65% of its net assets in stocks of U.S. mid-capitalization companies, which are companies between
$1 billion and $15 billion in market capitalization. The Fund tries to invest in companies with favorable growth potential, with
attractive pricing in relation to this growth potential, and experienced and capable management. The Fund favors companies that have
a high degree of corporate responsibility. The Fund seeks to invest in companies with forecasted growth rates in excess of the market
and/or the economy. Emphasis is placed on companies that (1) exhibit proven profitable business models, (2) demonstrate sustainable
earnings growth, (3) have the potential for accelerating growth, strong product cycles, attractive valuations, superior returns on capital
versus cost of capital and/or favorable liquidity characteristics, and/or (4) have a strong or leadership position within their industry.

The Fund may invest up to 25% of its assets in stocks of companies within a single industry. Although the Fund may invest in any
economic sector, at times it may emphasize one or more particular sectors. The Fund may invest in foreign securities, although only
where the securities are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars.

The Fund may use derivative instruments (e.g., futures and options agreements) for hedging purposes, and for other investment
purposes such as replicating permitted investments, as long as such investments do not have the effect of leveraging portfolio risks. It
may establish derivative positions only when immediately thereafter not more than 5% of its total assets are held in derivative
positions. The Fund is not required to use hedging and may choose not to do so. The Fund may participate in a securities lending
program.

The Fund may invest in repurchase agreements, provided the counterparty maintains the value of the underlying securities at not less
than 102% of the repurchase price stated in the agreement. Under a repurchase agreement, the Fund purchases bonds and
simultaneously agrees to resell these bonds to a counterparty at a prearranged time and specific price.

The Fund may utilize an active trading approach, which may result in portfolio turnover greater than 100%.

The Fund may invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary
defensive reasons if Sentinel believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets
from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment
objective.

The Fund may sell a security when the portfolio manager believes that the security has reached an appropriate price or a valuation
extreme as compared to historical averages, when the portfolio manager believes that the company will experience particular events
and/or to take advantage of a more attractive investment opportunity, or generally to meet redemptions. A stock may also be sold
when it no longer meets the environmental, sustainable and/or corporate governance performance criteria.

Sustainable and Responsible Investing. The Fund employs a process of environmental, sustainable and corporate governance
screening that is overseen by Sentinel’s in-house sustainable research department. Through a disciplined process, Sentinel’s
sustainable research analysts produce a detailed evaluation of corporate policies and practices. First, Sentinel’s financial analysts and
portfolio managers apply a series of exclusionary screens developed by our sustainable research analysts to a company. If a company
passes the exclusionary screens, the company’s securities are eligible to be purchased by the Fund. Next, Sentinel’s sustainable
research analysts conduct a second, more in-depth qualitative screening process. If a company fails the qualitative screening process,
the company’s securities are no longer eligible for investment and must be sold within 90 days of the final rejection of the company by
the sustainable research team if it is held by the Fund. As a result, the Fund may be required to sell securities based upon sustainable,
environmental or corporate reasons when it may be financially disadvantageous to do so. While no investment is ever made solely
based on qualitative criteria alone, the Fund believes sustainable screening provides a unique and more comprehensive view of the
companies it considers for investment.

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Generally, companies are eliminated from investment consideration if they:

  • produce tobacco or tobacco products;

  • produce alcoholic beverages;

  • generate nuclear power or supply nuclear facilities with industry specific components, as a primary line of business;

  • have material interests in the manufacture of weapons or weapons-specific components;

  • are involved in gambling as a main line of business; and/or

  • lack diversity at the level of the board of directors/senior management.

The Fund favors companies that:

  • publish and enforce codes of conduct and vendor standards;

  • promote equal opportunity, diversity and good employee relations;

  • are sensitive to community concerns;

  • seek alternatives to animal testing when not required by law; and/or

  • have minimal impact on the environment and engage in proactive environmental initiatives.

Sentinel may, in its discretion, choose to apply additional screens, modify the application of the screens listed above or vary the
application of the screens listed above to the Funds’ investments at any time without shareholder approval.

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Investment Risks

We cannot guarantee that any Fund’s investment objective will be achieved. You can find additional information about the
investment risks of the Funds in the Funds’ Statement of Additional Information, which is incorporated by reference into (is legally
made a part of) this Prospectus. You can get a free copy of the Statement of Additional Information by calling 1-800-282-FUND
(3863), or by writing to Sentinel Administrative Services, Inc. at P.O. Box 1499, Montpelier, VT 05601-1499.

Principal Equity Securities Risks

Stock Market and Selection Risk. Stock market risk is the risk that the stock market will go down in value, including the possibility
that the market will go down sharply and unpredictably. Selection risk is the risk that the investments that Sentinel or Steinberg
selects will underperform the stock market or other funds with similar investment objectives and investment strategies.

Investment Style Risk. The Capital Growth, Growth Leaders, International Equity, Mid Cap, Small Company, and Sustainable
Growth Opportunities Funds focus on “growth” stocks. The Mid Cap Value Fund focuses on “value” stocks. The Common Stock
Fund, the equity portion of the Balanced Fund and the Sustainable Core Opportunities Fund focus on both “growth” and “value”
stocks, commonly called a blend style. Different types of stocks tend to shift into and out of favor with stock market investors
depending on market and economic conditions. Growth stocks may be more volatile than other stocks because they are generally
more sensitive to investor perceptions of the issuing company’s growth of earnings potential. Also, because growth companies
usually invest a high portion of earnings in their business, growth stocks may lack the dividends of value stocks that can cushion stock
prices in a falling market. Value stocks may not increase in price or pay dividends, as anticipated by the Funds’ managers, or may
decline even further if (1) other investors fail to recognize the company’s value, (2) other investors favor investing in faster-growing
companies, or (3) the factors that the managers believe will increase the price do not occur. The Funds’ performance may at times be
better or worse than the performance of funds that focus on other types of stocks or that have a broader investment style.

Sector Risk. To the extent a Fund invests in a particular sector, it is subject to the risks of that sector. Returns in an economic sector
may trail returns from other economic sectors. As a group, sectors tend to go through cycles of doing better or worse than the
securities market in general. These periods may last several years. In addition, the sectors that dominate the market change over time.
For more information on risks of a particular sector, consult the Funds’ Statement of Additional Information.

Stocks of Smaller Companies Risk. The stocks of small- and mid-capitalization companies in which the Small Company and
Sustainable Growth Opportunities Funds and, to a lesser extent, the Mid Cap and Mid Cap Value Funds invest typically involve more
risk than the stocks of larger companies. These smaller companies may have more limited financial resources, narrower product lines,
and may have less seasoned managers. In addition, these stocks may trade less frequently and in lower share volumes, making them
subject to wider price fluctuations.

Principal Foreign Securities Risks

General Foreign Securities Risk. Investing in foreign securities involves certain special risks in addition to those associated with
U.S. securities. For example, the Funds may be affected favorably or unfavorably by changes in currency rates or exchange control
regulations. Foreign markets may have less active trading volume than those in the United States, and values may fluctuate more as a
result. If the Funds, most particularly the International Equity Fund, had to sell securities to meet unanticipated cash requirements,
they might be forced to accept lower prices. There may be less supervision and regulation of foreign exchanges. Foreign companies
generally release less financial information than comparable U.S. companies. Furthermore, foreign companies generally are not
subject to uniform accounting, auditing and financial reporting requirements. Other possible risks include seizing of assets by foreign
governments, high and changing taxes and withholding taxes imposed by foreign governments on dividend and/or interest payments,
difficulty enforcing judgments against foreign issuers, political or social instability, or diplomatic developments that could affect U.S.
investments in those countries.

Emerging Markets Risk. The risks of foreign investments are usually much greater for the emerging markets in which the
Conservative Allocation and International Equity Funds may invest. Investments in emerging markets may be considered speculative.
Emerging markets include those in countries defined as emerging or developing by the World Bank, the International Finance
Corporation or the United Nations. Emerging markets are riskier because they develop unevenly and may never fully develop. They
are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition,
the securities markets in many of these countries have far lower trading volumes and less liquidity than developed markets. Because
these markets are so small, investments in them may be more likely to suffer sharp and frequent price changes or long-term price

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depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures
of investment values used in the United States, such as price-to-earnings ratios, may not apply to certain small markets.

Many emerging markets have histories of political instability and abrupt changes in policies. As a result, their governments are more
likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries.
Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious and
racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies
and securities markets, which may impair investment and economic growth.

Foreign Banks and Securities Depositories Risk. Some foreign banks and securities depositories in which the Conservative
Allocation, International Equity and Mid Cap Value Funds generally hold their foreign securities may be recently organized or new to
the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of
certain countries may put limits on the Funds’ ability to recover their assets if a foreign bank, depository or issuer of a security, or any
of their agents, goes bankrupt. Also, brokerage commissions, and other costs of buying, selling or holding securities in foreign
markets are often higher than in the United States. This can reduce amounts the Funds can earn on their investments. Foreign
settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of
securities) not typically involved with the settlement of U.S. investments. Communications between the United States and emerging
market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain
foreign countries at times have not kept pace with the number of securities transactions. These problems may make it difficult for the
Funds to carry out transactions.

Principal Fixed-Income Securities Risks

General Fixed-Income Securities Risk. The market prices of bonds, including those issued by the U.S. government, go up as
interest rates fall, and go down as interest rates rise. As a result, the net asset value of the shares of Funds holding bonds will fluctuate
with conditions in the bond markets. Bonds with longer maturities and longer durations (a measure of a bond’s sensitivity to changes
in interest rates) generally are subject to greater price fluctuation due to interest-rate changes than bonds with shorter maturities or
shorter durations. While considered investment-grade, bonds in the fourth highest rating category of Moody’s and Standard & Poor’s
may have more speculative characteristics and may be more likely to be downgraded than bonds rated in the three highest rating
categories.

Government Securities Risk. Economic, business, or political developments may affect the ability of government-sponsored
guarantors, such as FNMA, FFCB, FHLB and FHLMC, to repay principal and to make interest payments on the securities in which
the Balanced, Conservative Allocation, Government Securities and Short Maturity Government Funds invest. In addition, certain of
these securities, including those guaranteed by FNMA, FFCB, FHLB and FHLMC, are not backed by the full faith and credit of the
U.S. government. In addition, if prevailing interest rates are below the rates on the mortgages, the mortgage borrowers are more likely
to refinance their mortgages than if interest rates are at or above the interest rates on the mortgages. Faster prepayments will reduce
the potential of the mortgage-backed securities to rise in value during periods of falling interest rates, while the risk of falling value
during periods of rising interest rates may be comparable to or higher than other bonds of similar maturities.

Lower-Quality Bonds Risk. The lower-quality bonds in which the Conservative Allocation Fund and, to a lesser extent the Balanced
Fund, may invest generally have higher nominal or effective interest rates than higher-quality bonds. Lower-quality bonds may pay
interest at fixed, floating or adjustable rates. The value of floating or adjustable rate bonds is less likely to be adversely affected by
interest-rate changes than fixed rate bonds. However, if interest rates fall, the Funds may earn less income if they hold floating or
adjustable rate bonds. Lower-rated bonds are more speculative and likely to default than higher-quality bonds. Lower-rated bond
values also tend to fluctuate more widely in value, for several reasons. An economic downturn may have a greater impact on the
ability of issuers with less financial strength to make their bond payments. These bonds may not be traded as actively. Their prices
may respond more adversely to negative publicity and investor perceptions. If trading in lower-rated bonds becomes less active, the
Funds may have more difficulty in valuing these bonds. Success in investing in junk bonds depends heavily on Sentinel’s credit
analysis. Lower-rated bonds are also more sensitive than other debt securities to adverse business developments affecting specific
issuers. The risk of loss due to default by the issuer of a lower-quality bond may be significantly greater than the risk for higher rated
bonds because lower-quality bonds are more likely to be unsecured and may be subordinated to other creditors. If a bond defaults, the
Funds may incur additional expenses in seeking a recovery or participating in a restructuring. Lower-quality bonds also may have call
features that permit the issuer to repurchase the securities from the Funds before their maturity. If a call is exercised during a period of
declining interest rates, the affected Fund would probably have to replace the called bonds with lower-yielding bonds, and the Fund’s
investment income would go down.

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Other Principal Investment Risks

Derivatives Risk. Derivative investments involve credit risk (the risk that the counterparty of the derivative transaction will be unable
to honor its financial obligation to the Fund), hedging risk (the risk that the derivative instrument will not fully offset the underlying
positions), liquidity risk (the risk that the Fund cannot sell the derivative instrument because of an illiquid secondary market) and,
when hedging, the risk that the intended risk management purpose of the derivative instrument may not be achieved, and may produce
losses or missed opportunities.

Municipal Lease Risk. Municipal leases contain non-appropriation clauses under which the municipality may elect annually not to
appropriate for future lease payments. This right of non-appropriation creates a non-payment risk for the Georgia Municipal Bond
Fund.

Non-diversified Risk. The Georgia Municipal Bond, Growth Leaders and Mid Cap Value Funds are non-diversified funds, meaning
that each may hold fewer securities than a diversified portfolio and may take larger positions in individual securities. As a result, the
Fund may be more affected by the performance of a particular security than a fund investing in a broader range of securities.

Portfolio Turnover Risk. The Funds shown below had the following rates of portfolio turnover in their 2009 fiscal year:

Balanced  80%   
Conservative Allocation  149%   
Government Securities  283%   
Sustainable Growth Opportunities  29%   
 
For these Funds, an active trading approach increases the Funds’ costs and may reduce the Funds’ performance.  It may also increase 
the amount of capital gains tax that you have to pay on the Funds’ returns.   

Restricted and Illiquid Securities Risk. Restricted securities, such as Rule 144A securities, are securities for which trading is
limited to qualified institutional buyers. Sentinel may determine that certain Rule 144A securities in which certain of the Funds invest
are liquid securities under guidelines approved by the Funds’ Board of Directors, and these Rule 144A securities will not be subject to
any limitation or prohibition on the purchase of illiquid securities. These liquid Rule 144A securities may become illiquid if qualified
institutional buyers are unavailable. Other securities, such as lower-quality bonds or small-cap securities, may also become illiquid.
The Funds will not be able to readily resell illiquid securities and resale of some of these securities may be restricted by law or
contractual provisions. The inability to sell these securities at the most opportune time may negatively affect a Fund’s net asset value.

Related Projects Risk. Because the Georgia Municipal Bond Fund invests in issuers that finance similar types of municipal projects
and obligors whose principal business activities are in the same types of municipal projects (such as projects involving community
development, education, healthcare, hospitals, industrial development, pollution control, retirement and assisted living centers, single-
and multi-family low income housing, and energy productions), it bears the risks from the effects of economic, political, tax law, or
business developments related to these types of municipal projects. These risks include, but are not limited to, proposed federal or
state legislation affecting these types of municipal projects, pending or final court decisions relating to municipal projects or their
financing, shortages of or price increases in materials needed for the municipal projects, and declining markets or need for these
municipal projects.

State-specific Risk. The Georgia Municipal Bond Fund is more susceptible to factors adversely affecting Georgia governmental
entities, respectively, and the municipal bond market of that area than a municipal bond fund that is diversified nationally. The Fund is
particularly sensitive to changes in the economic condition and governmental policies of the State of Georgia. For example, if the
economic condition of a single significant industry within Georgia deteriorates, specific governmental issuers within the state or the
anticipated revenues to the state or issuers within the state may be weakened, and the value of the Fund’s shares may fall as a result.
Adverse changes in employment rates, federal revenue sharing or laws on tax-exempt financing may also cause the value of the
Fund’s shares to fall.

Taxability Risk. When the Georgia Municipal Bond Fund invests in municipal bonds, it expects to do so in reliance on an opinion of
bond counsel to the issuer of each bond that the interest paid will be excludable from gross income for federal income tax purposes.
Such securities, however, may be determined to pay, or have paid, taxable income subsequent to the Fund’s acquisition of the
securities. In that event, the Internal Revenue Service may demand that the Fund pay taxes on such interest and, if the Fund agrees to
do so, its yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by the Fund as

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“exempt-interest dividends” could be adversely affected, subjecting the Fund’s shareholders to increased federal income tax liabilities,
and possible penalties and interest. If any municipal bond held by the Fund is deemed to pay interest subject to federal income tax,
the Fund will attempt to dispose of the security as soon as practicable. Interest income on certain “private activity” bonds is a
preference item for shareholders subject to the federal alternative minimum tax.

In addition to the risk that a particular municipal bond may be found to be taxable, future legislative proposals, if enacted into law,
regulations, rulings or court decisions may cause interest on municipal bonds to be subject, directly or indirectly, to federal income
taxation, or may otherwise prevent the Fund from realizing the full current benefit of the tax-exempt status of such securities. Any
such change could also affect the market price of such municipal bonds, and thus the value of an investment in the Fund.

U.S. Territory-specific Risks. The Georgia Municipal Bond Fund is susceptible to some extent to factors adversely affecting certain
U.S. territories that issue securities that may be exempt from federal and, in certain circumstances, state and local taxes.

Guam: Guam’s economy is dependent on revenues from tourism, the U.S. military, and service industries. Its
employment is concentrated in local government and federal jobs. Natural disasters and a decrease in U.S. military
operations may have a negative impact on Guam’s economy and Guam’s issuers.

Puerto Rico: Historically, Puerto Rico’s economy benefited from tax incentives contained in Section 936 of the Internal
Revenue Code of 1986, as amended (“Code”). These tax incentives allowed tax credits for U.S. domestic corporations
that conduct a large amount of business in Puerto Rico. However, these incentives have been phased out, which may
decrease Puerto Rico’s competitive advantage for attracting new business, and negatively affect Puerto Rico’s economy.
Economic difficulties in the United States and natural disasters could also have a negative impact on the overall
economy of Puerto Rico, and negatively affect Puerto Rico issuers.

U.S. Virgin Islands: The U.S. Virgin Islands’ economy is heavily dependent on tourism for both revenue and
employment and on continued favorable U.S. tax laws. Natural disasters and economic difficulties in the United States
could have a negative impact on the Virgin Islands’ tourism industry and may also have a negative impact on the overall
economy of the Virgin Islands and Virgin Islands issuers.

Other Investment Risks

Dollar Rolls Risk. The use of dollar rolls by the Balanced, Conservative Allocation, Government Securities and Short Maturity
Government Funds tends to increase the portfolio turnover of these Funds. Dollar rolls involve the risk that the market value of the
securities a Fund is obligated to repurchase under the agreement may appreciate above the contracted repurchase price. In the event
the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds of the agreement
may be restricted pending a determination by the other party, or its trustee or receiver, whether to release the counterparty from its
contractual obligation.

Not Guaranteed Risk. None of the Funds, including the Government Securities and Short Maturity Government Funds, is
guaranteed or insured by the U.S. government. The value of each Fund’s shares is expected to fluctuate.

Repurchase Agreements Risk. If the repurchase agreement counterparty defaults on its repurchase obligation, a Fund would have
the collateral securities and be able to sell them to another party, but it could suffer a loss if the proceeds from a sale of the securities
turn out to be less than the repurchase price stated in the agreement. If the counterparty becomes insolvent or goes bankrupt, a Fund
may be delayed in being able to sell securities that were subject to the repurchase agreement. In general, for federal income tax
purposes, repurchase agreements are treated as collateralized loans secured by the securities “sold”. Therefore, amounts earned under
such agreements are not eligible for the dividends-received deduction available to corporate shareholders or for treatment as qualified
dividend income taxable at reduced rates in the hands of non-corporate shareholders.

Securities Lending Risk. Securities lending programs are subject to borrower default risk (e.g., borrower fails to return a loaned
security and there is a shortfall on the collateral posted by the borrower), cash collateral investment risk (e.g., principal loss resulting
from the investment of the cash collateral) and security recall/return risk (e.g., the Fund is unable to recall a security in time to
exercise valuable rights or sell the security). In addition, substitute payments (i.e., amounts equivalent to any dividends, interest or
other distributions received by the Fund while the securities are on loan) are not treated as dividends and are not eligible for the
dividends-received deduction available to corporate shareholders or for treatment as qualified dividend income taxable at reduced
rates in the hands of non-corporate shareholders.

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Temporary Defensive Position Risk. If a Fund, other than the Government Securities Fund or Short Maturity Government Fund,
takes a temporary defensive position, it may invest all or a large portion of its assets in U.S. government securities, high-quality
money-market instruments, bank deposits, or cash. If a Fund takes a temporary defensive position, it may not achieve its investment
objective(s).

Zero-Coupon and Similar Bonds Risk. Bonds that do not pay interest, but instead are issued at a significant discount to their
maturity values, are referred to as zero-coupon securities. These securities pay interest in additional securities instead of cash (referred
to as pay-in-kind securities) or pay interest at predetermined rates that increase over time (referred to as step coupon bonds). Even
though the Balanced, Conservative Allocation, Government Securities, and Short Maturity Government Funds may not get cash
interest payments on these bonds, under existing tax law the Funds nevertheless must accrue and, in order to qualify as regulated
investment companies (RICs) under the Internal Revenue Code of 1986, as amended (“Code”) must distribute the income deemed to
be earned on a current basis. This may cause a Fund to have to sell other investments to raise the cash needed to make its required
income distributions.

The Funds are appropriate for investors who are comfortable with the risks described here. The Funds are appropriate for
long-term investors who are not concerned primarily with principal stability.

Disclosure of Portfolio Securities

A description of each Fund’s policies and procedures with respect to disclosure of its portfolio securities is available in the Funds’
Statement of Additional Information. Each Fund’s quarter-end top ten holdings are provided in each Funds’ Quarterly Report posted
at www.sentinelinvestments.com under “Forms & Literature”, “Performance” with at least a 15-day lag.

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Share Classes

Sentinel Funds offer different pricing options to investors in the form of different share classes. Through this Prospectus, you can
learn about a Fund’s Class A, Class B, Class C, Class D, Class S and Class I Shares, as applicable.

Fund  Class A  Class B  Class C  Class D  Class S  Class I 
Balanced   
Common Stock     
International Equity       
Mid Cap       
Small Company 1     
Conservative Allocation       
Capital Growth       
Georgia Municipal Bond           
Government Securities       
Growth Leaders       
Mid Cap Value       
Sustainable Core Opportunities         
Sustainable Growth Opportunities         
Short Maturity Government         

1     

Class A, B and C shares of the Small Company Fund are no longer open to new investments and new accounts, with certain exceptions. See “Purchase of Fund Shares – Small Company Fund Availability” below.

You can compare the differences among the classes of shares using the table below.   
 
    Contingent       
    Deferred       
    Sales Charge  Distribution and/or  Conversion   
Class  Initial Sales Charge  (“CDSC”)  Service (12b-1) Fees  Feature  Availability 
 
  Maximum initial  None (Certain  · 0.20% fixed-  None  Generally 
  sales charge:  redemptions made  income funds;    available 
  · 1% Short Maturity  within eighteen  · 0.25% Short     
  Government;  months of  Maturity     
    purchase that were  Government; and     
 
· Securities; 4% Government and  purchased without  · 0.30% all other     
    a sales charge as       
  · 5% all other  part of an  Funds.     
  Funds  investment of $1       
    million or more       
    may be charged a       
    CDSC of 1%)1       
 
None  Up to 4% if  1.00%  Class B shares  Generally not 
    redeemed within six    convert to Class  available for 
    years    A shares  purchase, except 
        automatically  that you may 
        after the  reinvest 
        applicable  dividends and 
        CDSC period  distributions. 
          Class B shares 
          may also be 
          obtained through 
 
 
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          exchange from 
          Class B shares of 
          other Sentinel 
          Funds that are 
          available 
          through 
          exchange 
 
None  1% if redeemed in  1.00%  None  Generally 
    the first year      available 
 
None  Up to 6% if  0.75%  Class D shares  Generally not 
    redeemed within    convert to Class  available for 
    seven years    A shares  purchase, except 
        automatically at  that you may 
        the end of the  reinvest 
        tenth year after  dividends and 
        purchase  distributions of 
          existing Class D 
          shares 
 
None  None  0.75%  None  Generally 
          available 
          (offered only by 
          the Short 
          Maturity 
          Government 
          Fund) 

I     

None

None  None  None  Generally 
      available (strict 
      eligibility 
      requirements 
      apply) 

1     

Of the offering price on new purchases of $999,999 or less. For sales of $1,000,000 and over there is no sales charge however, a contingent deferred sales charge (“CDSC”) of 1.00% may apply to redemptions of Class A shares if shares are redeemed in the first eighteen months after purchase where the initial sales charge was zero based on a purchase of $1,000,000 or more. Purchases of less than $1 million must remain in the account for 90 days before they are eligible for an exchange.

This Prospectus frequently uses the term “CDSC”, which stands for Contingent Deferred Sales Charge. This type of charge is
assessed when you redeem shares subject to a CDSC if none of the waivers described in this Prospectus apply. If you do not redeem
shares during the time periods in which an investment is subject to a CDSC, you will not pay this charge. CDSC schedules may
change from time to time. Your shares are subject to the CDSC schedule in effect when you purchased them.

When choosing a share class, your considerations should include:

  • the amount of the investment;

  • the intended length of the investment;

  • the type of Fund you want;

  • whether you are eligible for a waiver or reduction of an initial sales charge or CDSC; and

  • whether you intend to utilize the exchange privilege as exchange privileges among Funds differ by share class.

Class A shares have the advantage of lower ongoing distribution expenses. The disadvantage of the Class A shares is that you pay an
initial sales charge. If in your circumstances the lower ongoing expenses outweigh the impact of the initial sales charge, Class A
shares may be appropriate for you.

Class B shares are only available by exchange from the Class B shares of another Sentinel Fund or by reinvesting dividends and
distributions. Class B shares ultimately convert to Class A shares.

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Class C shares have the advantages of no initial sales charge and a relatively small CDSC that applies only in the first year. You pay
higher ongoing distribution fees for the entire period of your investment, however. This class may be appropriate for you if the
benefits of avoiding both an initial sales charge and a significant CDSC outweigh the continuing higher distribution fees. Over long
periods, however, the other share classes may outperform Class C shares.

Class D shares are similar to the Class B shares, except that you are subject to a higher CDSC that applies for seven years instead of
six, and conversion to Class A shares does not occur until the tenth year. Class D shares are not available for additional purchases
except by reinvesting dividends and distributions.

Class S shares, available for the Short Maturity Government Fund only, have the advantage that you pay no sales charges. You pay
higher ongoing distribution fees for the entire period of your investment, however.

Class I shares have the advantages of no sales charges and no distribution fees. They typically have an expense ratio that is lower than
the Fund’s other classes of shares. In general, investors who can satisfy the Class I share class eligibility requirements should
purchase Class I shares, if offered by the Fund. Class I shares do not offer certain account services available to other classes, such as
automatic investment and withdrawal plans and online account access.

Purchase of Fund Shares

There is no size limit on purchases of Class A or Class S shares. The maximum purchase of Class C shares accepted is $999,999.
Investment minimums apply to the purchase of Class I shares, with certain exceptions. Broker/dealers, financial institutions, plan
agents and other intermediaries (collectively, “intermediaries”) may charge additional fees in connection with transactions in Fund
shares. Sentinel Financial Services Company and/or an affiliate make payments from their own resources to intermediaries related to
marketing the Funds and/or servicing Fund shareholders, which may represent a premium over payments to those intermediaries made
by other fund families, and investment professionals may have an added incentive to sell or recommend a Fund or Class over others
offered by competing fund families. Additional information about these arrangements is available in the Funds’ Statement of
Additional Information.

Class A Shares

Class A shares are generally subject to a front-end sales charge. You may qualify for a reduced front-end sales charge based on the
size of your purchase. For all purchases of Class A shares, you pay the offering price, which includes the front-end sales charge, next
computed after we receive your order. The sales charge ranges from 5.00% of the offering price (5.26% of the net amount invested) to
zero. The tables below show the front-end sales charges that you may pay if you purchase Class A shares:

Balanced, Capital Growth, Common Stock, Conservative Allocation, Growth Leaders, International Equity, Mid Cap, Mid Cap Value,
Small Company, Sustainable Core Opportunities and Sustainable Growth Opportunities Funds:

  Sales charge as a percentage of: 
    Net Amount  Dealer 
Invested Assets  Offering Price  Invested  Reallowance 
$0 to $24,999  5.00%  5.26%  4.50% 
$25,000 to $49,999  4.50%  4.71%  4.25% 
$50,000 to $99,999  4.00%  4.17%  3.75% 
$100,000 to $249,999  3.00%  3.10%  2.75% 
$250,000 to $999,999  2.00%  2.04%  1.75% 
$1,000,000 or more  -0-  -0-  -0- 

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Government Securities Fund:       
 
  Sales charge as a percentage of: 
    Net Amount  Dealer 
Invested Assets  Offering Price  Invested  Reallowance 
$0 to $49,999  4.00%  4.17%  3.75% 
$50,000 to $99,999  3.50%  3.63%  3.25% 
$100,000 to $249,999  3.00%  3.09%  2.75% 
$250,000 to 499,999  2.50%  2.56%  2.25% 
$500,000 to $999,999  2.00%  2.04%  1.75% 
$1,000,000 or more  -0-  -0-  -0- 
 
Short Maturity Government Fund:     
 
  Sales charge as a percentage of: 
    Net Amount  Dealer 
Invested Assets  Offering Price  Invested  Reallowance 
$0 to $999,999  1.00%  1.01%  0.75% 
$1,000,000 or more  -0-  -0-  -0- 

Due to rounding, the initial sales charge expressed as a percentage of the offering price may be higher or lower than the charges
described above. No initial sale charge applies to Class A shares that you purchase through reinvestment of Fund dividends or capital
gains. If you invest $1,000,000 or more in Class A Shares of the Funds, no initial sales charge will apply. In that case, Sentinel
Financial Services Company will compensate the financial intermediary from its own resources. However, if you redeem your shares
within 18 months after purchase, you may be charged a deferred sales charge of 1.00% of the lesser of purchase price of the shares
being redeemed or your redemption proceeds.

In cases in which there is no sales charge because your purchase was $1,000,000 or more, the Funds’ distributor, Sentinel Financial
Services Company, will pay intermediaries compensation of 1.00% for sales of up to $14,999,999 for the Balanced, Common Stock,
Conservative Allocation, International Equity, Mid Cap and Small Company Funds, and 1.00% for sales of up to $4,999,999 for sales
of the other Funds. In these cases, if you redeem the shares in the first eighteen months after the purchase, a 1.00% CDSC will be
imposed. For sales in excess of these amounts, Sentinel Financial Services Company will individually negotiate intermediary
compensation and CDSCs. For complete redemptions of your account, any CDSC is imposed on the lower of the original cost or the
current net asset value of the shares redeemed. For partial redemptions, any CDSC is imposed on the original cost of the shares
redeemed, regardless of current market value. If you redeem part of your shares, your redemption request will be increased by the
amount of any CDSC due. If you redeem your entire account, we will deduct any CDSC due from the redemption proceeds. Sentinel
Financial Services Company receives the entire amount of any CDSC paid. Also see “Waiver or Reduction of a CDSC” below. In
determining whether a CDSC is payable, we will first redeem shares not subject to any charge.

Reduced Sales Charges

Sales charges on Class A shares may be reduced or eliminated in certain situations, as described below. Please note that, to take
advantage of any reduced or eliminated sales charge, you must advise Sentinel Administrative Services, Inc., the Funds’ transfer
agent, Sentinel Financial Services Company or your financial intermediary of your eligibility at the time of purchase, and provide any
necessary information about the accounts involved.

Right of Accumulation. Quantity discounts begin with investments in Class A shares of $25,000. You may qualify for quantity
discounts based on the current value of all classes of shares of the Sentinel Funds, taken together, that are owned by you, your spouse
or your minor children, or a fiduciary for these persons. These may include shares held in personal accounts, certain retirement
accounts, employee benefit plan accounts, UGMA/UTMA accounts, joint tenancy accounts, trust accounts and transfer on death
accounts, as well as shares purchased by a trust of which you are a beneficiary. Assets previously invested in a Sentinel Fund that
were subject to an initial sales charge or a CDSC and are, at the time of determination, invested in the Institutional Service Class
shares of the Daily Income Fund’s U.S. Government Portfolio (the “DIF U.S. Government Portfolio”), an unaffiliated money market
fund distributed by Reich & Tang Distributors, Inc., through an account maintained by Sentinel Administrative Services, Inc. will also
be considered when determining whether you may qualify for a quantity discount. Shares held under the tax identification number of

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NY1 7206796v.2



anyone other than you, your spouse or minor children; however, do not qualify for quantity discounts. Contact Sentinel
Administrative Services, Inc. for help in combining accounts for purposes of obtaining quantity discounts on purchases. To receive a
reduced sales charge, you should inform Sentinel Administrative Services, Inc., Sentinel Financial Services Company or your
financial intermediary of any other shares owned by you, your spouse and/or your minor children each time you purchase shares.
Your financial adviser or other financial intermediary may request documentation from you, including account statements and records
of the original acquisition of the shares owned by you, your spouse and/or your minor children, to show that you qualify for a reduced
sales charge. You should retain these records because, depending on where an account is held or the type of account (brokerage,
retirement plan, etc.), the Fund, Sentinel Administrative Services, Inc. and/or your financial adviser or other financial intermediary
may not be able to maintain this information. We will require your financial intermediary’s approval and cooperation to consider
accounts controlled by the financial intermediary.

Letter of Intent. You may use a letter of intent to obtain a reduced initial sales charge if you plan to make investments in the Sentinel
Funds that include Class A shares, the total of the offering price of all such investments is $25,000 or more over a period of 13 months
(30 months in the case of corporate qualified plans) and the letter is dated within 90 calendar days of the first purchase to be included.
Assets previously invested in a Sentinel Fund that were subject to an initial sales charge or a CDSC and are, at the time of
determination, invested in the DIF U.S. Government Portfolio through an account maintained by Sentinel Administrative Services,
Inc. will also be considered when determining whether you may qualify for a quantity discount. You may count purchases to be made
by you, your spouse and your minor children. The letter of intent is not a binding commitment by you to complete the intended
purchases. All your purchases made under the letter of intent during the period covered will be made at the reduced sales charge for
your intended total purchase. Dividends and distributions will be reinvested without a sales charge and will not count as purchases
under the letter of intent. We will hold in escrow 2% of the shares you purchase under the letter of intent, and release these shares
when you have completed the intended purchases. If, by the end of the period covered by the letter of intent you have not made the
intended purchases, an additional sales charge may be due, in which case we will notify you. The additional amount will be equal to
what the initial sales charge would have been on the amount actually invested, minus the sales charges already paid. You may pay
this additional sales charge within 20 days after our notification is sent, or we may redeem shares held in escrow to the extent
necessary to pay this charge, after which time we will release any remaining escrow shares. The redemption of shares for this purpose
will be a taxable event to you. We will require your financial intermediary’s approval and cooperation to consider accounts controlled
by the financial intermediary.

Advantage Program. Employers establishing either SIMPLE-IRAs or SEP-IRAs investing in the Funds for which Sentinel
Administrative Services, Inc. is the agent for the custodian may group participating employee accounts together in such a way as to
result in reduced sales charges for quantity purchases. Quantity discounts under this program are based upon the current value of
investments in the Funds.

Net Asset Value Purchases. You may purchase Class A shares of the Funds at net asset value if you are included in the following
list:

  • current and former Directors of the Funds and predecessors to the Funds;

  • current and retired employees and Directors of Sentinel and its affiliates;

  • National Life Insurance Company employee benefit plans;

  • certain employees of Keane, Inc. and DST Systems, Inc., which provide services to Sentinel, Sentinel Administrative Services, Inc. and/or Sentinel Financial Services Company;

  • registered representatives and other employees of securities dealers that have entered into a sales agreement with Sentinel Financial Services Company;

  • members of the immediate families of, or survivors of, all of these individuals;

  • non-profit organizations with which any of these persons are actively involved;

  • former shareholders of the Bramwell Growth Fund or Bramwell Focus Fund, each a series of The Bramwell Funds, Inc., who in those funds’ 2006 reorganization received Class A shares of Capital Growth or Growth Leaders Funds, as applicable. This privilege is not available for shares purchased through an omnibus or other intermediary account unless the underlying investor meets this criterion; or

  • former shareholders of the Citizens Funds, who in those funds’ 2008 reorganization received shares of a Sentinel Fund. This privilege is not available for shares purchased through an omnibus or other intermediary account unless the underlying investor meets this criterion.

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Other Waivers of Front-end Loads. We also waive the front-end load where purchasers demonstrate that they are included in one of
the following groups:

  • investment advisers who place trades for their own accounts or the accounts of their clients, and who charge an investment management fee for their services, and clients of these investment advisers who place trades for their own accounts;

  • clients of trust companies who have entered into an agreement with Sentinel Financial Services Company under which all their clients are eligible to buy Class A shares at net asset value;

  • qualified pension, profit-sharing or other employee benefit plans whose transactions are executed through a financial institution or service organization who has entered into an agreement with Sentinel Financial Services Company to use the Funds in connection with the accounts;

  • investors investing the proceeds of a distribution from a qualified retirement plan with assets in an omnibus account holding Class A shares of the Fund where the plan record keeper has entered into an agreement with Sentinel Administrative Services, Inc.; and

  • investors directly reinvesting qualified proceeds of redemptions of the DIF U.S. Government Portfolio shares held in accounts maintained by Sentinel Administrative Services, Inc. pursuant to the reinvestment privileges described in this Prospectus. Please see “Additional Information About Buying, Selling and Exchanging Shares – Reinvestment Privileges with Respect to Certain Shareholders of the Daily Income Fund’s U.S. Government Portfolio” below for additional information.

If more than one person owns an account, all owners must qualify for the lower sales charge. Please also note you may be charged
transaction and/or other fees if you effect transactions in Fund shares through an intermediary.

Information about sales charge reductions and waivers is available, free of charge in a clear and prominent format, via hyperlink at the
Funds’ website at www.sentinelinvestments.com.

Reinstatement. If you sell shares or receive dividends or capital gains distributions in cash and subsequently want to reinvest your
proceeds, you may do so within 90 days at net asset value, without paying any additional sales charge.

Class A Distribution Plan

The Class A shares of each Fund have adopted a plan under Rule 12b-1 that allows the Fund to pay fees for the sale and distribution of
its shares and for services provided to shareholders. The Class A shares of the Fund will pay to Sentinel Financial Services Company
a monthly fee of up to a maximum annual rate of (a) 0.30% of average daily net assets in the case of the Balanced, Capital Growth,
Common Stock, Conservative Allocation, Growth Leaders, International Equity, Mid Cap, Mid Cap Value, Small Company,
Sustainable Core Opportunities and Sustainable Growth Opportunities Funds, (b) 0.20% of average daily net assets in the case of the
Government Securities Funds, or (c) 0.25% of average daily net assets in the case of the Short Maturity Government Fund. Such fee
reimburses Sentinel Financial Services Company for expenses actually incurred in marketing the Funds. Those expenses may include
fees paid by Sentinel Financial Services Company to intermediaries up to the maximum annual rate for distribution and up to 0.25%
for servicing. No fee is paid with respect to any Fund shares purchased prior to March 1, 1993.

The Funds may not be assessed a 12b-1 fee on the shares (if any) owned by NLV Financial Corporation or its affiliates, which may
result in an overall 12b-1 fee of less than the maximum for so long as the investment is maintained.

Class B Shares

Class B shares are no longer available for additional purchases, except that you may reinvest dividends and distributions. Class B
shares may also be obtained through exchange, if offered. Please see “Purchasing, Selling and Exchanging Fund Shares – Exchanging
Shares” below for additional information. The description below is intended for existing holders of Class B shares.

A CDSC will be imposed on Class B shares if you redeem shares during the CDSC period, unless you can use one of the CDSC
waivers listed under “Waiver or Reduction of a CDSC” below.

Whether you pay a CDSC upon redemption of Class B shares and how much depends on the amount of your aggregate investments in
the Sentinel Funds at the time you purchased such Class B shares, and the number of years since you made the purchase. The CDSC
schedule for Class B shares is shown below.

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Balanced, Common Stock, Conservative Allocation and Small Company Funds       
 
      CDSC Percentage     
    Year Since Purchase Payment Was Made   
Invested Assets  0-1  1-2  2-3  3-4  4-5  5-6 
up to $249,999  4%  4%  3%  2%  2%  1% 
$250,000 to $499,999  3.5%  3%  2%  1%  1%   
$500,000 to $999,999  3%  2%  1%  1%     

Due to rounding, the CDSC paid on a redemption of Class B shares expressed as a percentage of the redemption proceeds may be
higher or lower than the charges described above. In determining whether a CDSC is payable, we will take redemptions first from
shares acquired through reinvestment of distributions, or any other shares as to which a CDSC is waived. We will next take
redemptions from the earliest purchase payment from which a redemption or exchange has not already been taken. The amount of the
CDSC will be equal to the CDSC percentage from the schedule above, multiplied by the lower of the purchase price or the net asset
value of the shares being redeemed. If you redeem part of your shares, you may choose whether any CDSC due is deducted from the
redemption proceeds or your redemption request is increased by the amount of any CDSC due. Sentinel Financial Services Company
receives any CDSC imposed on a redemption of Class B shares.

Class B Distribution Plan

The Class B shares of the Funds have adopted a plan under Rule 12b-1 that allows the Funds offering Class B shares to pay
distribution fees for the sale and distribution of their shares, and services provided to shareholders. The Class B shares of each of
these Funds will pay to Sentinel Financial Services Company a fee of up to a total of 1.00% annually of average daily net assets, of
which up to 0.25% shall be for service fees to intermediaries. The Funds may not be assessed a 12b-1 fee on the shares (if any) owned
by NLV Financial Corporation or its affiliates, which may result in an overall 12b-1 fee of less than the maximum for so long as the
investment is maintained.

The Class B shares service fee for the first year after a purchase will be used to recover a portion of the cost of the concession paid by
Sentinel Financial Services Company to the selling intermediary, which portion of the concession is considered the service fee for the
first year. No service fee is paid on Class B shares in house accounts, accounts in nominee name, or accounts in street name.

Conversion to Class A Shares

The Class B shares of a Fund automatically convert to Class A shares after a fixed period of time, which depends upon the size of your
purchase. For purchases up to $249,999, the automatic conversion occurs at the end of the sixth year; for purchases from $250,000 to
$499,999, the automatic conversion occurs at the end of the fifth year; and for purchases from $500,000 to $999,999, the automatic
conversion occurs at the end of the fourth year. The holding period for Class B shares will include the holding period of Class B
shares of another Sentinel Fund from which they were exchanged.

Class C Shares

For purchases of Class C shares, you pay the current net asset value. There is no initial sales charge. Similar to the Class B shares,
Class C shares are subject to higher distribution fees than Class A shares. However, because Class C shares never convert to Class A
shares, investments in Class C shares remain subject to these higher distribution fees for the entire holding period of the investment.

Contingent Deferred Sales Charge

You will pay a CDSC in the amount of 1.00% of the lower of the purchase price or the net asset value of the shares redeemed, if you
redeem Class C shares in the first year after purchase, unless a waiver applies. See “Waiver or Reductions of a CDSC” below. In
determining whether a CDSC is payable, we will take redemptions first from shares acquired through reinvestment of distributions, or
any other shares as to which a CDSC is waived. If you redeem part of your shares, you may choose whether any CDSC due is
deducted from the redemption proceeds or your redemption request is increased by the amount of any CDSC due. Sentinel Financial
Services Company receives the entire amount of any CDSC paid.

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Class C Distribution Plan.

The Class C shares of the Funds have adopted a plan under Rule 12b-1 that allows the Funds offering Class C shares to pay
distribution fees for the sale and distribution of their shares, and services provided to shareholders. These Funds pay a fee to Sentinel
Financial Services Company at a maximum annual rate of up to a total of 1.00% of average daily net assets. In the first year after the
purchase Sentinel Financial Services Company keeps this fee to recover the initial sales commission of 1.00% that it pays to the
selling intermediary. In subsequent years, the entire fee may be paid to the selling intermediary for distribution or up to 0.25% for
servicing.

The Funds may not be assessed a 12b-1 fee on the shares (if any) owned by NLV Financial Corporation or its affiliates, which may
result in an overall 12b-1 fee of less than the maximum for so long as the investment is maintained.

Payments to Intermediaries

For all sales of Class C shares, Sentinel Financial Services Company intends to make payments to selling intermediaries at the time
you purchase Class C shares of amounts equal to 1.00% of the aggregate purchase amount.

Class D Shares (Balanced Fund only)

Class D shares are no longer available for additional purchases, except that you may reinvest dividends and distributions. The
description below is intended for existing holders of Class D shares of the Balanced Fund.

Contingent Deferred Sales Charge

A CDSC will be imposed on Class D shares if you redeem shares during the seven years after their purchase, unless you can use one
of the CDSC waivers. See “Waiver or Reduction of a CDSC” below.

Whether you pay a CDSC upon a redemption of Class D shares and how much depends on the number of years since you made the
purchase. The CDSC schedule for Class D shares is shown below:

        CDSC Percentage       
      Year Since Purchase Payment Was Made     
Purchase amount  0-1  1-2  2-3  3-4  4-5  5-6  6-7 
Any amount  6%  6%  5%  4%  4%  3%  2% 

In determining whether a CDSC is payable, we will take redemptions first from shares acquired through reinvestment of distributions,
or any other shares as to which a CDSC is waived. We will next take redemptions from the earliest purchase payment from which a
redemption or exchange has not already been taken. The amount of the CDSC will be equal to the CDSC percentage from the
schedule above, multiplied by the lower of the purchase price or the net asset value of the shares being redeemed. If you redeem part
of your shares, you may choose whether any CDSC due is deducted from the redemption proceeds or your redemption request is
increased by the amount of any CDSC due. We apply the same rules in determining whether a CDSC is payable as we do for Class B
shares. Sentinel Financial Services Company receives the entire amount of any CDSC paid.

Class D Distribution Plan

The Class D shares of the Balanced Fund have adopted a plan under Rule 12b-1 that allows the Fund to pay distribution fees for the
sale and distribution of its Class D shares. The Fund pays a fee to Sentinel Financial Services Company at a maximum annual rate of
up to 0.75% of average daily net assets of the Class D shares of the Balanced Fund. The Class D Distribution Plan is similar in its
operation to the Class B Distribution Plan, except that there is no service fee of up to 0.25%, and no asset-based service fee payable to
intermediaries. These distribution fees are lower than those that apply to Class B shares, but they are higher than those that apply to
Class A shares.

The Funds may not be assessed a 12b-1 fee on the shares (if any) owned by NLV Financial Corporation or its affiliates, which may
result in an overall 12b-1 fee of less than the maximum for so long as the investment is maintained.

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Conversion to Class A Shares

The Class D shares automatically convert to Class A shares after 10 years.

Class S Shares (Short Maturity Government Fund only)

There is no initial sales charge or CDSC on Class S shares.

For all purchases of Class S shares of the Short Maturity Government Fund, you pay the current net asset value. There is no initial
sales charge. There is also no CDSC. Class S shares of the Short Maturity Government Fund are subject to higher distribution fees
than the Class A shares of the Short Maturity Government Fund. Class S shares never convert to Class A shares. As a result,
investments in Class S shares remain subject to these higher distribution fees for the entire holding period of the investment.

Class S Distribution Plan

The Class S shares of the Short Maturity Government Fund have adopted a plan under Rule 12b-1 that allows the Fund to pay fees for
the sale and distribution of its shares, and for services provided to shareholders. The Class S shares of the Fund pays a fee to Sentinel
Financial Services Company at a maximum annual rate of up to 0.75% of average daily net assets. Such fee reimburses Sentinel
Financial Services Company for expenses actually incurred in marketing the Fund. Those expenses may include fees paid by Sentinel
Financial Services Company to intermediaries up to the maximum annual rate for distribution and up to 0.25% for services. For
shares purchased prior to July 10, 2005, the entire 0.75% fee is paid to other intermediaries.

The Fund may not be assessed a 12b-1 fee on the shares (if any) owned by NLV Financial Corporation or its affiliates, which may
result in an overall 12b-1 fee of less than the maximum for so long as the investment is maintained.

Class I Shares

There is no initial sales charge or CDSC on Class I shares. Only institutional investors, with limited exceptions, are eligible to
purchase Class I shares. Institutional investors must make an initial investment of at least $1 million in Class I shares of all Sentinel
Funds; provided, however, that there is no investment minimum for Class I shares for the following institutional investors:

  • Investment advisory and retirement plan platforms, if such platform’s overall fee structure is designed with the intent of investing in Class I or similar classes of shares, as evidenced by the platform investing in the Class I or similar class of shares of at least one other mutual fund complex which offers classes similar to the Sentinel Funds’ Class I and load-waived Class A shares, or by the platform investing solely in classes of shares of other mutual fund complexes which do not pay 12b-1 service fees;

  • Qualified tuition programs established under Section 529 of the Code;

  • Registered investment companies;

  • Synovus Trust Company for trust accounts established on behalf of its clients; and

  • Retirement and deferred compensation plans established for the benefit of the employees, agents or Directors of National Life Insurance Company and its affiliates.

In addition, the following investors who received Class I shares of a Fund as a result of a reorganization and who continue to own
such shares may purchase additional Class I shares with no investment minimum:

  • Accounts that received Class I shares of a Sentinel Fund in exchange for Class A shares of a Synovus Fund in a reorganization, but only with respect to reinvested dividends and distributions; and

  • Accounts that received Class I shares of a Sentinel Fund in exchange for shares of a Citizens Fund in a reorganization.

Investment minimums apply to accounts held on the Funds’ records. Intermediaries that maintain omnibus accounts on the Funds’
records may establish different minimums for their clients holding through such omnibus accounts. In addition, the Fund may waive
investment minimums to the extent such waivers are approved by the Fund’s Chief Compliance Officer and reported to the Fund
Board of Directors.

Class I shares have not adopted a distribution plan under Rule 12b-1.

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Small Company Fund Availability

The Small Company Fund has instituted restrictions on new investments in the Fund. Class A shares and Class C shares are closed to
new investments and new accounts, except that:

  • shareholders who owned Class A shares or Class C shares of the Fund as of January 29, 2010 are able to make additional purchases in their accounts, including the reinvestment of dividend and capital gain distributions and through exchanges from the same share class of other Sentinel Funds, for as long as they continue to own Class A or C shares of the Fund;

  • specified retirement plans that trade on an omnibus basis and had an account in the Fund as of January 29, 2010 may continue to make additional purchases of the Fund on behalf of existing and new plan participants. For these purposes, specified retirement plans include:

     
  • retirement plans maintained pursuant to Section 401(a) of the Code;

     
  • certain retirement plans maintained pursuant to Section 403 of the Code; and

     
  • retirement plans maintained pursuant to Section 457 of the Code;

  • discretionary wrap programs that trade on an omnibus basis and had an account in the Fund as of January 29, 2010 may continue to make additional purchases of the Fund and add new accounts on the program administrator’s records; and

  • specified retirement plans and discretionary wrap programs that trade on an omnibus basis and have approved the as an investment option by January 29, 2010, and specified retirement plans that were considering the Fund pursuant to a written proposal received prior to January 29, 2010 from a financial institution providing advisory services to the specified retirement plan, that, in each case, open an account with the Fund prior to April 5, 2010 may continue to make additional purchases and add new accounts.

     

    Shareholders who owned Class B shares of the Fund as of January 29, 2010 are able to make additional purchases in their
    accounts through exchanges from Class B shares of other Sentinel Funds, and through the reinvestment of dividend and
    capital gain distributions, for as long as they continue to own Class B shares of the Fund. Class B shares were closed to new
    investments in March 2006.

    Class I shares of the Fund remain open to new investments and new accounts.

    The Fund’s management is monitoring net flows into the Fund for all share classes and constantly reviews capacity constraints for this
    Fund in view of liquidity of existing positions, analytical ability and capacity of the Small/Mid Cap team, availability of attractive
    small capitalization stocks and demand for the asset class. Sentinel may make further changes to the Fund’s availability as
    appropriate.

    Waiver or Reduction of a CDSC

    A CDSC will be waived in the following situations if you notify us at the time of redemption that a waiver applies:

    • Redemptions of shares you acquire from the reinvestment of income distributions and/or capital gains distributions;

    • Redemptions from your account (including when you own the shares as joint tenant with your spouse) following your death, or from the account of a trust whose primary income beneficiary has died, if the redemption occurs within one year of your death or the beneficiary’s death;

    • Required minimum distributions from a retirement account;

    • Redemptions of shares that qualify for a waiver of the CDSC pursuant to the reinvestment privilege described in this Prospectus. Please see “Additional Information About Buying, Selling and Exchanging Shares – Reinvestment Privileges with Respect to Certain Shareholders of the Daily Income Fund’s U.S. Government Portfolio” below for additional information; and

    • For Class D shares, redemptions made under Systematic Withdrawal Plans for shares acquired on or after March 30, 2000 in amounts up to 8% annually.

    Sentinel Financial Services Company may require documentation to show a waiver applies, such as certifications by plan
    administrators, applicable tax forms, or death certificates.

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    No CDSC will apply to Class B, Class C or Class D share accounts owned by affiliates of Sentinel Financial Services Company if
    Sentinel Financial Services Company has not paid an initial commission to a selling intermediary.

    Other Matters Relating to Distribution of Fund Shares

    Sentinel Financial Services Company, Sentinel and/or an affiliate pay amounts or otherwise provide items of material value out of
    their own resources to certain intermediaries that support the sale of the Funds or provide services to Fund shareholders. This practice
    may create an incentive for an intermediary or its employees or associated persons to recommend or sell shares of a Fund. Payments
    may be based on, among other things, the number or value of shares that the intermediary sells or may sell; the value of the
    intermediary’s client assets invested in the Funds; or the type and nature of services or support furnished by the intermediary. In
    connection with these payments, the intermediary may elevate the prominence or profile of the Funds within the intermediary’s
    organization by, for example, placement on a list of preferred or recommended funds and/or granting the Sentinel Financial Services
    Company preferential or enhanced opportunities to promote the Funds. Additional information about these arrangements is available
    in the Funds’ Statement of Additional Information.

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    Purchasing, Selling and Exchanging Fund Shares

    Purchasing Shares

    You may purchase shares at net asset value (or Public Offering Price, if applicable), less any applicable initial sales charge, as of the
    close of business on the day your instructions are received prior to the close of the NYSE, usually 4:00 p.m. Eastern Time, on each
    day it is open for business.

    By Check
    To purchase shares by check, make your check payable to the “Sentinel _________ Fund” or “Sentinel Funds” and mail it to:

    Sentinel Administrative Services, Inc.
    P.O. Box 1499
    Monpelier, VT 05601-1499

    Sentinel Administrative Services, Inc.
    One National Life Drive
    Montpelier, VT 05604

    To make your initial purchase by check, please also fill out an application (one is attached to this Prospectus) and return the
    application with your check. All checks must be drawn in U.S. dollars on a U.S. bank. The Funds do not accept third-party checks,
    except those issued by NLV Financial Corporation and/or its subsidiaries and U.S. government agencies or institutions that meet
    verification requirements of the Funds’ transfer agent. The Funds reserve the right to withhold the proceeds of a redemption of shares
    purchased by check until the check has cleared, which may take up to 15 days after the purchase date. Your purchase will be effected
    on the date Sentinel Administrative Services, Inc. receives the check, if the check is received prior to the close of business on the
    NYSE (usually 4:00 p.m. Eastern Time) and your purchase order is otherwise in good order (i.e., you have included a properly
    completed application and/or other required documentation). We may charge a fee of $25 for each check returned unpaid due to
    insufficient funds.

    By Wire
    You may purchase shares by wiring federal funds directly to the Sentinel Funds on any day when both the NYSE and Federal Reserve
    banks are open for business. To make your initial purchase by wire, call our toll-free number noted below and obtain an account
    number. You must first complete an application and return it to Sentinel Administrative Services, Inc. Your bank may charge you a
    fee to wire funds. Payments made by wire and received by Sentinel Administrative Services, Inc. on any business day are available to
    the Fund on the next business day.

    Online
    If you already have an account and have elected to do so, you may purchase shares of the Funds over the Internet by accessing the
    Funds’ website at www.sentinelinvestments.com. Purchases completed via the Automated Clearing House (ACH) will receive the
    trade date the funds are received from your bank.

    By Automatic Investment Plan
    This feature affords you the opportunity to dollar-cost-average using periodic electronic funds transfer from your bank account to the
    Fund(s) of your choice.

    By Telephone
    This feature enables you to purchase Fund shares via electronic funds transfer from your bank account by phoning Sentinel
    Administrative Services, Inc., or accessing our automated telephone system known as “OnCall 24.” Purchases completed via the
    Automated Clearing House (ACH) will receive the trade date the funds are received from your bank.

    By Facsimile
    Sentinel Administrative Services, Inc. will generally accept transaction instructions in good form via facsimile from intermediaries
    that have entered into agreements with and have made prior arrangements with Sentinel Administrative Services, Inc. Sentinel
    Administrative Services, Inc. may require an intermediary to provide indemnification and/or a signature guarantee for transactions by
    facsimile. Call 1-800-282-FUND (3863) for additional information and instructions regarding transacting by facsimile.

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    NY1 7206796v.2



    By Government Direct Deposit
    You may purchase Fund shares (minimum of $50.00 per transaction) by having local, state or Federal salary, Social Security, or
    certain veterans’, military or other payments from the Federal government automatically deposited into your account. You may
    deposit as much of the payments as you elect. To enroll in Government Direct Deposit, please contact Sentinel Administrative
    Services, Inc.

    By Payroll Savings Plan
    You may purchase Fund shares automatically on a regular basis by having money withheld from your paycheck, if your employer
    permits this. You may have part or all of your paycheck transferred to your existing Sentinel account each pay period. To establish a
    Sentinel Payroll Savings Plan account, please contact Sentinel Administrative Services, Inc.

              Automatic 
    Investment Minimums          Investment 
      Retirement Accounts  All Other Accounts  Plan1 
    Fund/Class  Initial  Subsequent  Initial  Subsequent   
    Conservative Allocation (Class A and  $1,000  $50  $5,000  $100  $100 
        Class C)           
    Short Maturity Government (Class A)  $1,000  $50  $1,000  $50  $50 
    Short Maturity Government (Class S)  $1,000  $50  $50,000  $50  $502 
    All other Funds (Class A and Class C)  $1,000  $50  $1,000  $50  $50 

      All Funds – Class I: Class I shares are available only to institutional investors, with certain limited exceptions. There is a $1 million
    initial investment minimum for institutional investors, with certain exceptions.

    1     

    These also apply to investments through the Payroll Savings Plan.

    2     

    The Automatic Investment Plan may not be used to make an initial investment in the Class S shares of the Short Maturity Government Fund.

    Except for the Short Maturity Government Fund and Class I shares, investment minimums are determined by Fund rather than Class.
    These investment minimums apply to accounts held on the Funds’ records. Intermediaries that maintain omnibus accounts on the
    Funds’ records may establish different minimums for their clients holding through such omnibus accounts. In addition, the Fund may
    waive investment minimums to the extent such waivers are approved by the Funds’ Chief Compliance Officer and reported to the
    Fund Board.

    Selling Shares

    You may redeem shares at net asset value, less any applicable CDSC and/or other applicable charge, as of the close of business on the
    day your instructions are received prior to the close of the NYSE on a day it is open for business, which is usually 4:00 p.m. Eastern
    Time.

    By Mail
    If your shares are held directly with a Fund, you may sell your shares by providing Sentinel Administrative Services, Inc. with the
    appropriate instructions by mail. Your instructions must be signed by the registered owner(s) exactly as the shares are registered. If
    the proceeds of the redemption exceed $100,000, if the check is not made payable to the registered owner(s) and mailed to the record
    address, or if the record address has been changed within the past 30 days, we may require the signature(s) of the registered owner(s)
    to be guaranteed by an eligible financial institution that meets Sentinel Administrative Services, Inc.’s requirements.

    By Telephone
    You may redeem up to $250,000 from your account each business day by providing instructions to do so over the telephone, by
    calling Sentinel Administrative Services, Inc. at 1-800-282-FUND (3863). You may request that a check made payable to the
    registered owners be sent to their address of record, or you may request that the proceeds be sent directly to a predesignated
    commercial bank account. If proceeds are wired to your bank, we will deduct a fee of $20 from the proceeds. In addition, it is
    possible that your bank may charge a fee for receiving wire transfers. You may request a redemption on the Funds’ automated voice
    response system, also limited to a maximum of $250,000.

    Neither the Funds, Sentinel Financial Services Company nor Sentinel Administrative Services, Inc. is responsible for the authenticity
    of exchange or redemption instructions received by telephone, and they are not liable in the event of an unauthorized telephone

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    exchange or redemption, provided that, in the case of the Funds, the Funds have followed procedures reasonably designed to prevent
    losses. In processing telephone exchange or redemption requests, the Funds will use reasonable procedures to confirm that telephone
    instructions are genuine. These procedures include receiving all calls for telephone redemptions and exchanges on a recorded
    telephone line, and screening callers through a series of questions regarding specific account information. You may indicate on your
    purchase application that you do not wish to have telephone transaction privileges.

    By Facsimile
    Sentinel Administrative Services, Inc. will generally accept transaction instructions in good form via facsimile from intermediaries
    that have entered into agreements with and have made prior arrangements with Sentinel Administrative Services, Inc. Sentinel
    Administrative Services, Inc. may require an intermediary to provide indemnification and/or a signature guarantee for transactions by
    facsimile. Call 1-800-282-FUND (3863) for additional information and instructions regarding transacting by facsimile.

    Online
    You may redeem up to $250,000 from your account each business day by providing instructions to do so over the Funds’ website at
    www.sentinelinvestments.com. You may request that a check made payable to the registered owners be sent to their address of
    record, or you may request that the proceeds be sent directly to a predesignated commercial bank account. If proceeds are wired to
    your bank, we will deduct a fee of $20 from the proceeds. In addition, it is possible that your bank may charge a fee for receiving wire
    transfers.

    Neither the Funds, Sentinel Financial Services Company nor Sentinel Administrative Services, Inc. is responsible for the authenticity
    of exchange or redemption instructions received online, and they are not liable in the event of an unauthorized online exchange or
    redemption, provided that, in the case of the Funds, the Funds have followed procedures reasonably designed to prevent losses. In
    processing online exchange or redemption requests, the Funds will use reasonable procedures to confirm that online instructions are
    genuine. These procedures include restricting access to the section of the website on which transaction instructions may be entered to
    those who enter a password selected by the shareholder.

    By Checkwriting
    If you own Class A shares of the Short Maturity Government Funds you may sell shares by writing a check against your account.
    This checkwriting privilege is free. There is a per check minimum of $500 for Short Maturity Government. The Funds reserve the
    right to withhold the proceeds of a redemption of shares purchased by check until the check has cleared, which may take up to 15 days
    after the purchase date. Short Maturity Government Fund redemptions by checkwriting are taxable transactions. Sentinel
    Administrative Services, Inc. provides overdraft protection by automatically transferring available funds from your other identically
    registered accounts if you have available balances. A fee of $30.00 will be charged to the account when funds are transferred from
    protecting account(s) to cover an overdraft. Transferred funds are treated like a sale or exchange of shares of the Fund from which
    they are transferred, including for redemption fee purposes. New checkbooks cannot be ordered within 30 days of an address change
    without a signature guarantee.

    By Systematic Withdrawal
    You may arrange to receive automatic regular withdrawals from your account. Withdrawal payments generally should not be
    considered dividends. Withdrawals generally are treated as sales of shares and may result in a taxable gain or loss. You must reinvest
    dividends and capital gains distributions to use systematic withdrawals. No interest will accrue on amounts represented by uncashed
    checks sent under a systematic withdrawal plan. Systematic withdrawals established after March 31, 2009 and payable by check are
    limited to the 5th, 10th, 15th, 20th or 25th day of each month. If such date is not a business day, the withdrawal will occur on the
    immediately preceding business day. Payments made by direct deposit are available any day.

    Exchanging Shares

    You may exchange shares of one Sentinel Fund for shares of the same class of another Sentinel Fund, if available, without charge by
    phoning Sentinel Administrative Services, Inc. or by providing appropriate instructions in writing to Sentinel Administrative Services,
    Inc. You may also set up your account to exchange automatically a specified number or dollar-value of shares in one of the Sentinel
    Funds into shares of the same class in another Sentinel Fund at regular intervals. Initial purchases of less than $1 million of the Short
    Maturity Government Fund and the Government Securities Fund must remain in the account for 90 days before they are eligible for an
    exchange. New purchases must remain in an account for 15 days before they can be exchanged to another Sentinel Fund. We may
    modify or terminate the exchange privilege in accordance with the rules of the Securities and Exchange Commission (the current rules
    require 60 days advance notice to shareholders prior to the modification or termination of the exchange privilege).

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    Although there are no exchange privileges between the Sentinel Funds and the DIF U.S. Government Portfolio, an unaffiliated money
    market fund distributed by Reich & Tang Distributors, Inc., there are certain reinvestment privileges that permit the direct
    reinvestment of certain qualified proceeds of redemptions of the DIF U.S. Government Portfolio shares in shares of the Sentinel Funds
    to qualify for waivers of sales charges. Please see “Additional Information About Buying, Selling and Exchanging Shares –
    Reinvestment Privileges with Respect to Certain Shareholders of the Daily Income Fund’s U.S. Government Portfolio” below for
    additional information.

    Class A Shares
    Class A shares of one Fund may be exchanged for Class A shares of another Fund, if offered, at net asset value, except that Class A
    shares of the Short Maturity Government Fund received as a result of an exchange from Class B or Class C shares of a Sentinel Fund
    may not be exchanged for Class A shares of another Fund. Holding periods for shares which have been exchanged for the currently
    held shares will be included in the holding period of the current shares. The normal minimum account sizes apply to new accounts
    opened by exchange.

    Class B Shares
    Class B shares of one Fund may be exchanged for Class B shares of another Fund, if offered through exchange, at net asset value.
    Class B shares may also be exchanged for Class A shares of the Short Maturity Government Fund. The time during which the assets
    are in Class A shares of the Short Maturity Government Fund will count toward the time that results in a reduced CDSC. Class A
    shares of the Short Maturity Government Fund held as a result of an exchange from Class B funds may only be exchanged back to
    available Class B shares of a Sentinel Fund.

    Class C Shares
    Class C shares of one Fund may be exchanged for Class C shares of another Fund, if offered through exchange, at net asset value.
    Class C shares may also be exchanged for Class A shares of the Sentinel Short Maturity Government Fund. The time during which
    the assets are in Class A shares of the Short Maturity Government Fund will count toward the time that results in a reduced CDSC.
    Class A shares of the Short Maturity Government Fund held as a result of an exchange from Class C funds may only be exchanged
    back to available Class C shares of a Sentinel Fund.

    Class D Shares
    There are no exchange privileges with respect to Class D shares.

    Class S Shares
    Class S shares of the Short Maturity Government Fund may be exchanged at net asset value for the Class A shares of each of the other
    Sentinel Funds, if offered through exchange, except that Class S shares may not be exchanged into Class A shares of the Short
    Maturity Government Fund. Initial purchases of the Class S shares of the Short Maturity Government Fund must remain in the
    account for 90 days before they are eligible for an exchange. Class A shares of a Fund obtained through an exchange of Class S
    shares of the Short Maturity Government Fund may be exchanged for Class A shares of other Sentinel Funds, if offered, including the
    Short Maturity Government Fund. Exchanges from other funds into the Class S shares of the Short Maturity Government Fund are
    not permitted.

    Class I Shares
    Class I shares of one Fund may be exchanged for Class I shares of another Fund, if offered through exchange, at net asset value.

    Transfers of Ownership of Shares

    When you need to change ownership of your shares or change the name on an account, a Sentinel Administrative Services, Inc.
    representative will assist you.

    Additional Information About Buying, Selling and Exchanging Shares

    Reinvestment Privileges with Respect to Certain Shareholders of the Daily Income Fund’s U.S. Government Portfolio –
    Institutional Service Class Shares

    Persons who wish to invest in the DIF U.S. Government Portfolio, a money market fund distributed by Reich & Tang Distributors,
    Inc. which is offered to investors through a separate prospectus, may choose to have their accounts in that fund maintained by Sentinel
    Administrative Services, Inc. Sentinel offers certain sales charge waivers to investors who directly reinvest certain proceeds of

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    redemptions of the DIF U.S. Government Portfolio held in accounts maintained by Sentinel Administrative Services, Inc. in shares of
    Sentinel Funds (a “reinvestment”), as described below:

    • Investors in the DIF U.S. Government Portfolio who obtained shares through the reorganization of the Sentinel Government Money Market Fund, which occurred at the close of business November 13, 2009 (the “Reorganization”) and who either (a) held Class A shares of the Sentinel Government Money Market Fund immediately prior to the Reorganization which had been subject to an initial sales charge or (b) held Class B shares of the Sentinel Government Money Market Fund immediately prior to the Reorganization, may direct that the proceeds of a redemption of such shares of the DIF U.S. Government Portfolio be used to directly purchase Class A shares of a Sentinel Fund, and such Class A shares of the Sentinel Fund will not be subject to a front-end sales charge or a CDSC.

    • Investors in the DIF U.S. Government Portfolio who maintain their accounts through Sentinel Administrative Services, Inc. and who obtained such shares by using proceeds of a redemption of Class A shares of a Sentinel Fund that were subject to a front-end sales charge may direct that the proceeds of a redemption of such shares of the DIF U.S.
      Government Portfolio be used to directly purchase Class A shares of a Sentinel Fund, and such Class A shares of the Sentinel Fund will not be subject to a front-end sales charge or a CDSC.

    • Investors in Sentinel Funds may redeem Class B and Class D shares of such funds (as well as Class A shares that are subject to a CDSC) and direct that such proceeds be used to directly purchase shares of the DIF U.S. Government Portfolio upon payment of any applicable CDSC. Upon the redemption of the shares of the DIF U.S. Government Portfolio received in connection with such a purchase, an investor may direct that the proceeds of the redemption be used to directly purchase Class A shares of a Sentinel Fund, and such Class A shares of the Sentinel Fund will not be subject to a front-end sales charge or a CDSC.

    • Investors in Sentinel Funds may redeem Class C shares of such funds and direct that such proceeds be used to directly purchase shares of the DIF U.S. Government Portfolio upon payment of any applicable CDSC. Upon the redemption of the shares of the U.S. Government Portfolio received in connection with such a purchase, an investor may direct that the proceeds of the redemption be used to directly purchase Class C shares of a Sentinel Fund, and such Class C shares of the Sentinel Fund will not be subject to a front-end sales charge or a CDSC.

    There is no administrative charge for the reinvestment privilege. The purchase of any shares of a Sentinel Fund pursuant to a
    reinvestment will be subject to all applicable fees and expenses of the applicable Sentinel Fund. Policies prohibiting short term or
    excessive trading apply. The minimum amount for a reinvestment is $1,000. However, shareholders who are establishing a new
    account through the reinvestment privilege must ensure that a sufficient number of shares are invested to meet the minimum initial
    investment required for the fund into which the investment is being made.

    The reinvestment privilege is available to shareholders resident in any state in which shares of the Fund being acquired may legally be
    sold. A reinvestment will be a taxable event to the shareholder making such reinvestment.

    Initial investors in the DIF U.S. Government Portfolio who maintain their accounts through Sentinel Administrative Services, Inc. and
    who redeem shares of the DIF U.S. Government Portfolio and use the proceeds to purchase shares of a Sentinel Fund will be treated as
    an initial purchaser of the Sentinel Fund’s shares. The purchase of the Sentinel Fund’s shares will be subject to all applicable sales
    charges.

    Additional Information

    Customer Identification Requirement
    To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to
    obtain, verify, and record information that identifies each person who opens an account. This means when you open an account, we
    will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your
    driver’s license or other identifying documents. Each Fund reserves the right to reject purchase orders from persons who have not
    submitted information that is sufficient to allow the Fund to verify the identity of the purchaser. Each Fund also reserves the right to
    redeem amounts in the Fund from any person whose identity the Fund is unable to verify on a timely basis.

    Redemptions in Kind
    Each Fund may, at its discretion, redeem its shares in kind (i.e., in securities rather than in cash).

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    Redemption Proceeds
    If a redemption is paid by check, Sentinel Administrative Services, Inc. will normally mail you a check in payment for your shares
    within seven days after it receives all documents required to process the redemption. We may delay payment during any period in
    which the right of redemption is suspended or date of payment is postponed because the NYSE is closed, trading on the NYSE is
    restricted, or the Securities and Exchange Commission deems an emergency to exist. No interest will accrue on amounts represented
    by uncashed redemption checks. We may require additional documentation to redeem shares that are registered in the name of a
    corporation, trust, company retirement plan, agent or fiduciary, or if a shareholder is deceased. The Funds reserve the right to
    withhold the proceeds of a redemption of shares purchased by check until the check has cleared, which may take up to 15 days after
    the purchase date. Distributions from retirement plans may be subject to withholding by the Internal Revenue Service under the Code.
    In their discretion, the Funds may reinvest redemption checks that remain uncashed for more than one year.

    Share Certificates
    The Funds are not required to and do not expect to issue share certificates. If you are the shareholder of record and have a certificate
    representing ownership in a Fund, you can redeem your shares by mailing the certificate to Sentinel Administrative Services, Inc.,
    P.O. Box 1499, Montpelier, VT 05601-1499, with appropriate instructions to redeem. Your instructions should be signed by the
    registered owner(s) exactly as the shares are registered. We may require the signature(s) of the registered owner(s) to be guaranteed
    by an eligible financial institution which meets Sentinel Administrative Services, Inc.’s requirements if the proceeds of the redemption
    exceed $100,000, if the check is not made payable to the registered owner(s) and mailed to the record address, or if the record address
    has been changed within the past 30 days. We suggest sending certificates by certified mail. You may also redeem share certificates
    by presenting them in person to Sentinel Administrative Services, Inc. at its office at One National Life Drive, Montpelier, Vermont.

    Telephone or Online Delays
    During periods of drastic economic or market changes, it is possible that telephone or online transactions may be difficult to
    implement. If you experience difficulty contacting us by telephone or online, please write to Sentinel Administrative Services, Inc. at
    P.O. Box 1499, Montpelier, VT 05601-1499.

    Transacting Through an Intermediary
    If you transact through an intermediary, you must follow the intermediary’s procedures for transacting in the Funds. The intermediary
    may have different procedures, account options and/or transactional fees from those described here.

    Undesignated Investments
    When all or a portion of a purchase is received for investment without a clear Fund designation or for investment in one of our closed
    classes or Funds, we may return the money to you or we may deposit the undesignated portion or the entire amount, as applicable, into
    the Class A shares of the Short Maturity Government Fund without sales charge. We will treat your inaction as approval of this
    purchase. You may at any time after the purchase direct us to redeem or exchange these shares of the Short Maturity Government
    Fund at the next net asset value calculated after we accept such direction. Exchange transactions will be subject to any applicable
    sales charge.

    Certain Account Fees and Minimum Account Size
    Due to the expense of maintaining accounts with small balances, we reserve the right to liquidate, and/or to charge an annual
    maintenance fee of up to $25 to any account that has a current value less than $1,000 and that has been open for at least 24 months.
    This fee will be deducted automatically from each shareholder account in June of each year unless it is prepaid.

    Miscellaneous Fees

    Custodial Account Fees. Custodial accounts for which Sentinel Administrative Services, Inc. is the agent for the custodian will also
    pay the following fees:

    Annual custodial fee per social security number  $15.00 
    Closeout fee per account  $15.00 
    Transfer of assets per transaction  $25.00 

    A portion of these fees is paid to the custodian and a portion is paid to Sentinel Administrative Services, Inc., which provides certain
    services to these accounts as agent for the custodian.

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    Service Fees   
    Express Mail Deliveries  $15.00 
    Federal Funds Wire  $20.00 
    Bounced check-writing checks  $25.00 
    Bounced check received for deposit  $25.00 
    Copy of check-writing check written prior to March 2008  $10.00 
     
    Excessive Trading Policy   

    Excessive trading (which may be as a result of market timing) by shareholders of a Fund may harm performance by disrupting
    portfolio management strategies and by increasing expenses, including brokerage and administrative costs, and may dilute the value of
    the holdings of other shareholders. Excessive trading may cause a Fund to retain more cash than the Fund’s portfolio manager would
    normally retain in order to meet unanticipated redemptions or may force the Fund to sell portfolio securities at disadvantageous times
    to raise the cash needed to meet those redemption or exchange requests. The Funds will not accommodate excessive trading in any
    Fund, and they have therefore adopted a policy to deter such trading. The policy has been reviewed and approved by the Board of
    Directors of the Funds. Under this policy, a Fund will reject any purchase order or exchange request if the Fund has determined that
    an investor’s trading, in the judgment of the Fund, has been or may be disruptive to a Fund. In making this judgment, a Fund may
    consider trading done in multiple accounts under common ownership or control. Certain types of regular transactions that will not be
    deemed by the Funds to be excessive trading for this purpose include systematic exchanges, dollar cost averaging, regular rebalancing
    of holdings in the Funds (e.g., periodic rebalancing to maintain an investment adviser’s asset allocations model) and pre-authorized
    withdrawals.

    The policy applies to all shareholders. However, a Fund may not be able to determine that a specific purchase order or request for
    exchange or redemption, particularly an order or request made through omnibus accounts or 401(k) plans, is excessive or disruptive to
    the Fund. In addition, the Funds may not analyze every transaction that could potentially be excessive or disruptive to a Fund. The
    Funds therefore make no representation that all such purchase orders or exchange requests can or will be rejected. In addition, with
    respect to shares held on the books of third party intermediaries, such as retirement plan administrators, the Funds may work with such
    intermediaries to implement alternate procedures that the Funds determine are reasonably designed to achieve the objective of the
    Funds’ excessive trading policy. Where an intermediary adopts such procedures, shareholders whose accounts are on the books of
    such intermediary will be subject to that intermediary’s procedures, which may differ from the procedures applied by the Funds to
    accounts held directly on the Funds’ books, but which are reasonably designed to achieve the same objective.

    The Funds will reject any purchase order or exchange request if the Fund has determined (i) that an investor has a history of excessive
    trading (generally six or more in-and-out transactions within a rolling twelve-month period) or (ii) that an investor’s trading, in the
    judgment of the Fund, has been or may be disruptive to a Fund. In making this judgment, a Fund may consider trading done in
    multiple accounts under common ownership or control. When a redemption request is received in such circumstances, a Fund will
    impose an excessive trading fee of 2% of the amount redeemed, unless it is one of the two Funds described below which impose a
    redemption fee.

    The International Equity and Small Company Funds have adopted a redemption fee. For these Funds, a fee of 2% will be assessed on
    the redemption of shares held for 30 calendar days or less. The Balanced, Capital Growth, Common Stock, Conservative Allocation,
    Georgia Municipal Bond, Government Securities, Growth Leaders, Mid Cap, Mid Cap Value, Short Maturity Government,
    Sustainable Core Opportunities and Sustainable Growth Opportunities Funds do not impose a redemption fee.

    Redemption fees may not apply to certain transactions if you or your financial intermediary make the Fund’s transfer agent aware of
    the circumstances and provide any requested documentation regarding such circumstances prior to your redemption, including
    redemptions related to death, disability or qualified domestic relations order; certain types of account transactions, such as
    redemptions pursuant to systematic withdrawal programs, withdrawals due to disability; and certain types of retirement plan
    transactions, such as loans or hardship withdrawals, minimum required distributions, forfeiture of assets, return of excess contribution
    amounts or redemptions related to payment of plan fees and custodian fees. Certain intermediaries may not apply all of these waivers,
    may apply other reasonable waivers or may pay redemption fees on behalf of their clients. The Funds’ Chief Compliance Officer may
    approve waivers of the redemption fees in other circumstances similar to those described and may approve waivers of redemption fees
    under certain circumstances as is necessary in order for Sentinel to participate in Defined Contribution Investment Only business and
    where he or she finds that the firms, or other intermediaries, have effective policies and monitoring in place to prevent excessive
    trading and market timing. Redemption fees do not apply to redemptions by check in any Fund offering the checkwriting option.
    Certain intermediaries may also apply different redemption fees or frequent trading policies than those stated above to accounts they

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    administer if the Funds’ Chief Compliance Officer finds that such redemption fees or frequent trading policies would provide similar
    protection to the Funds against excessive trading.

    Additionally, redemption fees do not apply to:

    • any single redemption of $5,000 or less;

    • accounts of asset allocation programs, lifestyle investment options or investment adviser wrap programs whose trading practices are determined by the Fund not to be detrimental to a Fund or its shareholders, that do not allow frequent trading or market timing and that have policies in place to monitor and address such trading;

    • periodic portfolio re-balancing of retirement plans on a pre-arranged schedule with recordkeepers that do not allow frequent trading or market timing and who have policies in place to monitor and address such trading;

    • retirement plan sponsor-initiated transfers, such as plan mergers, terminations, changes to fund offerings and service provider changes;

    • rollovers of current investments in the Fund through qualified employee benefit plans; and

    • transactions during the initial 90 days of any participant’s default investment in any Fund selected by a retirement plan to be used as a qualified default investment alternative or with a qualified default investment alternative.

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    Pricing Fund Shares

    Net asset value for each Fund is calculated once, at the close of the New York Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern
    Time, each business day that the NYSE is open. The net asset value per share is computed by dividing the total value of the assets of
    each Fund, less its liabilities, by the total number of each Fund’s outstanding shares.

    Equity securities that are traded on a national or foreign securities exchange and over-the-counter securities listed in the NASDAQ
    National Market System are valued at the last reported sales price or official closing price on the principal exchange on which they are
    traded.

    Foreign equity securities traded on a foreign securities exchange are subject to fair value pricing when appropriate, using valuations
    provided by an independent pricing service.

    Securities for which no sale was reported on the valuation date are valued at the mean between the last reported bid and asked prices.

    Over-the-counter securities not listed on the NASDAQ National Market System are valued at the mean of the current bid and asked
    prices.

    Fixed-income securities with original maturities of greater than 60 days, including short-term securities with more than 60 days left to
    maturity, are valued on the basis of valuations provided by an independent pricing service. The mean between the bid and asked
    prices is generally used for valuation purposes. Short-term securities with original maturities of less than 60 days are valued at
    amortized cost, which approximates market value. The value of short-term securities originally purchased with maturities greater than
    60 days is determined based on an amortized value to par when they reach 60 days or less remaining to maturity.

    Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring
    before a Fund’s pricing time but after the close of the securities’ primary markets, will be fair valued under procedures adopted by the
    Funds’ Board. The Board has delegated this responsibility to a pricing committee, subject to its review and supervision.

    Securities transactions are accounted for on the next business day following trade date (trade date plus one). Under certain
    circumstances, exceptions are made so that purchases and sales are booked on trade date. These exceptions include: (1) when trades
    occur on a day that happens to coincide with the end of a month; or (2) on occasion, if Sentinel Administrative Services, Inc., the
    Funds’ administrator, believes significant price movements are deemed large enough to impact the calculation of the net asset value
    per share.

    The per share net asset value of Class A shares generally will be higher than the per share net asset value of Class B, Class C, Class D
    or Class S shares, reflecting the higher daily expense accruals of Class B, Class C, Class D and Class S shares. It is expected,
    however, that the per share net asset value of the classes will tend to converge (although not necessarily meet) immediately after the
    payment of dividends or distributions. Dividends and distributions will differ by the appropriate amount of the expense accrual
    differences between the classes.

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    Dividends, Capital Gains and Taxes   
     
     
     
    The Funds distribute their net investment income, if any, as follows:   
    Fund  Dividends Paid 
    Conservative Allocation   
    Georgia Municipal Bond   
    Government Securities   
    Short Maturity Government  Monthly 
    Balanced   
    Common Stock  Quarterly 
    Capital Growth   
    Growth Leaders   
    International Equity   
    Mid Cap   
    Mid Cap Value   
    Small Company   
    Sustainable Core Opportunities   
    Sustainable Growth Opportunities  Annually 

      For each Fund, distributions of any net realized capital gains for a fiscal year are generally paid in December, following the November
    30th fiscal year-end.

    You may elect to receive all or any part of your dividends and/or capital gains distributions in cash, shares of your Fund, or shares of
    the same class of another Fund. Unless you elect otherwise, your dividends and capital gains distributions will be reinvested in shares
    of the same Fund. If you elect to receive dividends and capital gains distributions in cash, you will only receive a check if the
    distribution amount exceeds $10.00. If the distribution is $10.00 or less, the amount will automatically be reinvested. If you would
    like to receive cash distributions, regardless of the amount, you can establish an electronic funds transfer to your bank. If you elect to
    receive distributions by check, in its discretion the Fund may reinvest previously issued distribution checks and also reinvest future
    distributions. This may occur if (1) a distribution check remains uncashed and outstanding for six months or (2) the post office is
    unable to deliver the check to you. No interest will accrue on amounts represented by uncashed dividend or other distribution checks.
    To change the current option for payment of dividends and capital gains distributions or to establish electronic funds transfer please
    call 1-800-282-FUND (3863). If your mailing address is not within the U.S or a military address, you must receive your distributions
    by check.

    You will pay tax on dividends and capital gains distributions from the Funds whether you receive them in cash, additional shares or
    shares of another Sentinel Fund. If you redeem Fund shares or exchange them for shares of another Fund, any gain on the transaction
    may be subject to tax. Certain dividend income, including dividends received from qualifying foreign corporations and long-term
    capital gains, are eligible for taxation at a reduced rate that applies to individual shareholders. However, to the extent a Fund’s
    distributions are derived from income on debt securities and non-qualifying dividends of foreign corporations and/or short-term capital
    gains, its distributions will not be eligible for this reduced tax rate.

    If you are neither a tax resident nor a citizen of the U.S. or if you are a foreign entity, the Funds’ ordinary income dividends will
    generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies. However, for taxable years of a Fund beginning
    before January 1, 2010, certain distributions designated by such Fund as either interest-related dividends or short-term gain dividends
    and paid to a foreign shareholder would be eligible for exemption from the U.S. withholding tax.

    Dividends and interest received by the International Equity Fund and, to a lesser extent, the Balanced, Common Stock, Conservative
    Allocation, Mid Cap, Mid Cap Value, Small Company, Sustainable Core Opportunities and Sustainable Growth Opportunities Funds,
    may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the U.S.
    may reduce or eliminate these taxes. Shareholders in the International Equity and Conservative Allocation Funds may be able to
    claim a credit or deduction with respect to such taxes if certain requirements are met. However, it is unlikely that a credit or deduction
    will be available to shareholders of the Balanced, Common Stock, Mid Cap, Mid Cap Value and Small Company Funds with respect
    to such taxes.

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    By law, your redemption proceeds and dividends of ordinary income and capital gains will be subject to a withholding tax if you are
    not a corporation and have not provided a taxpayer identification number or social security number or if the number you have
    provided is incorrect.

    This section summarizes some of the consequences under current federal tax law of investment in the Funds. It is not a substitute for
    personal tax advice. Consult your personal tax advisor about the potential tax consequences of an investment in any of the Funds
    under all applicable tax laws.

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    Management of the Funds

    Sentinel manages the Funds’ investments and their business operations under the overall supervision of the Funds’ Board of Directors.
    Sentinel has the responsibility for making all investment decisions for the Funds, except where it has retained a subadviser to make the
    investment decisions for a Fund.

    Sentinel has retained Steinberg to manage the investments of the Mid Cap Value Fund and GLOBALT to manage the investments of
    the Georgia Municipal Bond Fund.

    Sentinel is an indirectly wholly owned subsidiary of the National Life Holding Company. Its principal business address is One
    National Life Drive, Montpelier, Vermont 05604. Steinberg’s principal business address is 12 East 49th Street, Suite 1202, New
    York, NY 10017-1028. GLOBALT’s principal business address is Terminus 100 Building, 3280 Peachtree Road NW, Suite 500,
    Atlanta, GA 30305.

    Each Fund pays Sentinel, as investment adviser, fees in return for providing investment advisory services. For the fiscal year ended
    November 30, 2009, the Funds paid monthly advisory fees to Sentinel at the following annual rates (stated as a percentage of the
    average daily net assets of each Fund taken separately):

    Balanced Fund  0.55% 
    Capital Growth Fund  0.70% 
    Common Stock Fund  0.67% 
    Conservative Allocation Fund  0.55% 
    Georgia Municipal Bond Fund  0.45% 
    Government Securities Fund  0.46% 
    Growth Leaders Fund  0.90% 
    International Equity Fund  0.70% 
    Mid Cap Fund  0.70% 
    Mid Cap Value Fund  0.75% 
    Short Maturity Government Fund  0.45% 
    Small Company Fund  0.62% 
    Sustainable Core Opportunities  0.70% 
    Sustainable Growth Opportunities  0.70% 

    A discussion regarding the basis for the Board of Directors’ most recent approval of the Funds’ investment advisory contracts is
    available in the Funds’ Annual Report for the fiscal year ended November 30, 2009.

    Sentinel’s staff is organized as five teams. The International Team is headed by Katherine Schapiro. The Large-Cap Growth Team is
    headed by Elizabeth R. Bramwell. The Large-Cap Blend Team is headed by Daniel J. Manion. The Small/Mid Cap Team is headed
    by Charles C. Schwartz and Betsy Pecor. The Fixed-Income Team is headed by Thomas H. Brownell. The teams may include
    additional portfolio managers and a number of analysts. The Funds’ Statement of Additional Information provides additional
    information about portfolio manager compensation, other accounts they manage, and their ownership of shares in the Funds they
    manage.

    The following individuals manage the Funds:

    Balanced Fund
    David M. Brownlee manages the fixed-income portion and Mr. Manion manages the equity portion of the Balanced Fund. Mr.
    Brownlee has been associated with Sentinel since 1993, and has managed the fixed-income portion of the Fund since 2000. Mr.
    Brownlee holds the Chartered Financial Analyst designation. Mr. Manion has been associated with Sentinel since 1993 and is
    Sentinel’s Director of Equity Research. He has managed the equity portion of the Fund since 2004. Mr. Manion holds the Chartered
    Financial Analyst designation.

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    Capital Growth Fund
    Ms. Bramwell manages the Capital Growth Fund. Ms. Bramwell has been associated with Sentinel since March 2006 and has
    managed the Fund or its predecessor since its inception in 1994. Prior to joining Sentinel, Ms. Bramwell was the Chief Executive
    Officer of Bramwell Capital Management, Inc., which she founded in 1994, and the Chair, President and Chief Investment Officer of
    The Bramwell Funds, Inc. Ms. Bramwell holds the Chartered Financial Analyst designation.

    Common Stock Fund
    Mr. Manion manages the Common Stock Fund. He has managed or co-managed the Fund since 1994.

    Conservative Allocation Fund
    Mr. Manion is the Fund’s lead portfolio manager and manages the domestic equity portion of the Fund’s portfolio. He has managed
    the Fund since 2006. Mr. Brownlee manages the investment-grade bond portion of the Fund’s portfolio, and has managed the Fund
    since 2006. Jason Doiron manages the high-yield bond portion and Ms. Schapiro manages the international equity portion of the
    Fund’s portfolio. Mr. Doiron has been associated with Sentinel since 2008, and has managed the Fund since 2009. From 2005 to
    2008, Mr. Doiron was Director—Quantitative Trading and Strategies Group for the Royal Bank of Canada’s Capital Markets Group
    and from 2003 to 2005 he was a Senior Quantitative Analyst—Fixed Income Derivatives for Citigroup Global Investments. Mr.
    Doiron holds the Financial Risk Manager and Professional Risk Manager designations. Ms. Schapiro has been associated with
    Sentinel since 2005, and has managed the Fund since 2006. From 2001 to 2004, she was a portfolio manager with Strong Capital
    Management, Inc. From 1992 to 2001, she was a portfolio manager with Wells Capital Management, Inc. Ms. Schapiro holds the
    Chartered Financial Analyst designation.

    Georgia Municipal Bond Fund
    Megan L. Busby, Gregory E. Paulette and Gary E. Fullam co-manage the Fund. Ms. Busby has been associated with GLOBALT or
    an affiliate since 1987 and is a Senior Vice President and Portfolio Manager. She has managed or co-managed the Fund or its
    predecessor since 1998. Ms. Busby is a Member of the Investment Policy Committee and holds the Chartered Financial Analyst
    designation. Mr. Paulette has been associated with GLOBALT since 1993 and is the Chief Investment Strategist and Member of the
    Investment Policy & Executive Committees for GLOBALT. He has co-managed the Fund since March 2007. Mr. Paulette holds the
    Chartered Financial Analyst designation. Mr. Fullam has been associated with GLOBALT since 1990 and is the Chief Investment
    Officer and Member of the Investment Policy and Executive Committees for GLOBALT. He has co-managed the Fund since March
    2007. Mr. Fullam holds the Chartered Financial Analyst designation.

    Government Securities Fund
    Mr. Brownlee manages the Government Securities Fund. He has managed the Fund since 1993.

    Growth Leaders Fund
    Ms. Bramwell manages the Growth Leaders Fund. She has managed the Fund or its predecessor since its inception in 1999.

    International Equity Fund
    Ms. Schapiro manages the International Equity Fund. She has managed the Fund since 2005.

    Mid Cap Fund
    Betsy Pecor is lead manager and Charles Schwartz and Matthew McGeary are co-managers of the Mid Cap Fund. Ms. Pecor has been
    associated with Sentinel or its affiliates since 2000 and has co-managed the Fund since December 2008. She holds the Chartered
    Financial Analyst designation. Mr. Schwartz has been associated with Sentinel since 1996 and has co-managed the Fund since
    December 2008. He holds the Chartered Financial Analyst designation. Mr. McGeary has been associated with Sentinel since 2005
    and has co-managed the Fund since 2010. Prior to joining Sentinel, he was a senior research analyst with Fort Washington Investment
    Advisors from 1999 through 1995. He holds the Chartered Financial Analyst designation.

    Mid Cap Value Fund
    Michael A. Steinberg manages the Mid Cap Value Fund. Mr. Steinberg is the Managing Member, a portfolio manager and analyst at
    Steinberg, which he formed in 1982. He has managed or co-managed the Fund or its predecessor since its inception.

    Short Maturity Government Fund
    Mr. Brownlee manages the Short Maturity Government Fund. He has managed the Fund since 1995.

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    Small Company Fund
    Mr. Schwartz is the lead manager and Ms. Pecor is the co-manager the Small Company Fund. Ms. Pecor has co-managed the Fund
    since 2005. Mr. Schwartz has managed or co-managed the Fund since 2004.

    Sustainable Core Opportunities Fund
    Mr. Manion and Helena Ocampo co-manage the Sustainable Core Opportunities Fund. Mr. Manion has managed the Fund since
    2008. Ms. Ocampo has been associated with Sentinel since 2005 and has managed the Fund since 2008. Previously, she worked as an
    equity analyst with Citigroup Asset Management from 1999 through 2005.

    Sustainable Growth Opportunities Fund
    Ms. Bramwell manages the Sustainable Growth Opportunities Fund. She has managed the Fund since December 2008.

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    Householding and Electronic Delivery of Documents

    Each year you are automatically sent an updated prospectus, or summary prospectus for the Fund or Funds that you own, and annual
    and semi-annual reports for the Funds. You may also occasionally receive proxy statements. In order to eliminate duplicate mailings
    and reduce expenses, only one copy of these documents is sent to shareholders who are part of the same family and share the same
    household address. This process is known as “householding.” If you do not want the mailings of your documents to be subject to
    householding, please contact the Funds at 1-800-282-FUND (3863). You may elect to receive these documents, as well as your
    quarterly account statements, electronically in lieu of paper form by enrolling in e-delivery. To enroll, visit
    www.sentinelinvestments.com, select “Investor Login” and follow the prompts. Once enrolled, you will receive e-mail notifications
    of quarterly statements, annual and semi-annual reports and prospectuses. You will then be able to access the electronic copies on the
    Funds’ website.

      104

    NY1 7206796v.2



    Financial Highlights

    The financial highlights table is intended to help you understand each Fund’s financial performance for the past five years, or for the
    other applicable period of the Fund’s operations. Certain information reflects financial results for a single Fund share. The total
    returns in the table represent the rate that an investor would have earned on an investment in each Fund, assuming reinvestment of all
    dividends and distributions. Per share data is calculated utilizing average daily shares outstanding. Financial highlights for the
    Capital Growth and Growth Leaders Funds prior to March 17, 2006 are based on the historical financial highlights of the predecessor
    Bramwell Growth and Bramwell Focus Funds, respectively. Financial highlights for the Georgia Municipal Bond and the Mid Cap
    Value Funds prior to May 5, 2007 are based on the historical financial highlights of the predecessor Synovus Georgia Municipal Bond
    and Synovus Mid Cap Value Funds. Financial highlights for the Sustainable Core Opportunities Fund and Sustainable Growth
    Opportunities Fund (formerly known as the Sustainable Emerging Companies Fund) prior to April 5, 2008 are based on the historical
    financial highlights of the predecessor Citizens Value Fund and Citizens Emerging Growth Fund, respectively.

    Except as stated herein, the financial highlights were audited by [ ], whose report, along with the related financial
    statements of the Funds, is included in the Funds’ Annual Report to Shareholders, which is available upon request. For the Georgia
    Municipal Bond Fund and the Mid Cap Value Fund, periods prior to the 2006 fiscal year have been audited by another independent
    registered public accounting firm.

      105

    NY1 7206796v.2



          Income From Investment Operations    Less Distributions       
            Net gains or               
            losses on               
        Net asset  Net  securities    Dividends       Distributions        
    Fund/ Fiscal year  value,  investment  (both  Total from    (from net  (from net      Net asset   
    Share  (period  beginning  income  realized and     investment  investment  realized  Return of  Total  value, end of    Total return
    Class  ended)  of period  (loss)  unrealized)         operations  income)  gains)  Capital  distributions  period  (%)* 
    Balanced Class A                     
      11/30/05  $ 16.83  $ 0.32  $ 0.86  $ 1.18  $ 0.34  $ 0.82  $ -  $ 1.16  $ 16.85  7.36 
      11/30/06  16.85  0.37  1.53  1.90  0.38  0.36  0.74  18.01  11.64 
      11/30/07  18.01  0.38  1.12  1.50  0.38  0.43  0.81  18.70  8.60 
      11/30/08  18.70  0.34  (4.60)  (4.26)  0.37  1.11  1.48  12.96  (24.65) 
      11/30/09  12.96  0.27  2.55  2.82  0.30  0.30  15.48  22.16 
    Balanced Class B                     
      11/30/05  16.89  0.18  0.86  1.04  0.20  0.82  1.02  16.91  6.42 
      11/30/06  16.91  0.23  1.53  1.76  0.23  0.36  0.59  18.08  10.72 
      11/30/07  18.08  0.23  1.12  1.35  0.22  0.43  0.65  18.78  7.65 
      11/30/08  18.78  0.18  (4.63)  (4.45)  0.20  1.11  1.31  13.02  (25.42) 
      11/30/09  13.02  0.12  2.55  2.67  0.13  0.13  15.56  20.74 
    Balanced Class C                     
      11/30/05  16.84  0.16  0.87  1.03  0.19  0.82  1.01  16.86  6.35 
      11/30/06  16.86  0.21  1.52  1.73  0.22  0.36  0.58  18.01  10.56 
      11/30/07  18.01  0.20  1.13  1.33  0.21  0.43  0.64  18.70  7.56 
      11/30/08  18.70  0.18  (4.61)  (4.43)  0.19  1.11  1.30  12.97  (25.41) 
      11/30/09  12.97  0.14  2.55  2.69  0.16  0.16  15.50  21.00 
    Balanced Class D                     
      11/30/05  16.80  0.26  0.86  1.12  0.28  0.82  1.10  16.82  6.98 
      11/30/06  16.82  0.33  1.53  1.86  0.32  0.36  0.68  18.00  11.41 
      11/30/07  18.00  0.32  1.11  1.43  0.32  0.43  0.75  18.68  8.19 
      11/30/08  18.68  0.19  (4.61)  (4.42)  0.19  1.11  1.30  12.96  (25.38) 
      11/30/09  12.96  0.10  2.53  2.63  0.13  0.13  15.46  20.50 
    Balanced Class I                     
      11/30/07(A)  18.43  0.14  0.26  0.40  0.12  0.12  18.71  2.14++ 
      11/30/08  18.71  0.36  (4.61)  (4.25)  0.43  1.11  1.54  12.92  (24.64) 
      11/30/09  12.92  0.21  2.54  2.75  0.29  0.29  15.38  21.69 
    Capital Growth Class A                     
      06/30/05  19.43  (0.13)  0.49  0.36  0.37  0.37  19.42  1.85 
      06/30/06  19.42  (0.10)  1.98  1.88  2.50  2.50  18.80  9.94 
      11/30/06(B)  18.80  (0.01)  1.03  1.02  19.82  5.43++ 
      11/30/07  19.82  0.03  2.83  2.86  1.36  1.36  21.32  15.40 
      11/30/08  21.32  0.02  (7.62)  (7.60)  0.02  1.40  0.18  1.60  12.12  (38.47) 
      11/30/09  12.12  0.05  3.73  3.78  0.02  0.02  15.88  31.26 
    Capital Growth Class C                     
      06/30/06(C)  19.45  (0.12)  (0.61)  (0.73)  18.72  (3.75)++ 
      11/30/06(B)  18.72  (0.13)  1.03  0.90  19.62  4.81++ 
      11/30/07  19.62  (0.29)  2.70  2.41  1.36  1.36  20.67  13.12 
      11/30/08  20.67  (0.22)  (7.30)  (7.52)  1.40  0.18  1.58  11.57  (39.34) 
      11/30/09  11.57  (0.12)  3.53  3.41  14.98  29.47 
    Capital Growth Class I                     
      11/30/07(A)  20.32  0.05  0.98  1.03  21.35  5.07++ 
      11/30/08  21.35  0.05  (7.61)  (7.56)  0.10  1.40  0.18  1.68  12.11  (38.37) 
      11/30/09  12.11  0.02  3.71  3.73  0.06  0.06  15.78  30.97 
    See notes to Financial Highlights at the end of the schedule             

      106

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    Ratios/Supplement Data

     
              Ratio of net   
          Ratio of expenses    investment income   
          to average net    (loss) to average   
    Net assets    Ratio of expenses  assets before    net assets before   
    at    to average net  contractual and  Ratio of net  contractual and   
    end of  Ratio of expenses  assets before  voluntary expense  investment income  voluntary expense  Portfolio turnover 
    period  to average net  custodian fee  reimbursements  (loss) to average  reimbursements  rate 
    (000 omitted)  assets (%)  credits (%)**  (%)***  net assets (%)  (%)***  (%) 
    $ 239,882  1.12  1.14  1.14  1.93  1.93  187 
    249,398  1.10  1.11  1.11  2.18  2.18  209 
    248,429  1.10  1.11  1.11  2.12  2.12  138 
    174,612  1.13  1.14  1.14  2.11  2.11  90 
    202,968  1.20  1.20  1.20  1.99  1.99  80 
    27,012  2.02  2.03  2.03  1.03  1.03  187 
    23,445  1.99  2.00  2.00  1.28  1.28  209 
    16,847  1.99  2.00  2.00  1.22  1.22  138 
    7,215  2.11  2.11  2.11  1.11  1.11  90 
    4,678  2.36  2.36  2.36  0.90  0.90  80 
    6,449  2.09  2.10  2.10  0.97  0.97  187 
    7,299  2.06  2.07  2.07  1.22  1.22  209 
    7,757  2.10  2.11  2.11  1.13  1.13  138 
    5,633  2.15  2.15  2.15  1.10  1.10  90 
    9,963  2.15  2.15  2.15  1.00  1.00  80 
    21,692  1.41  1.42  1.42  1.65  1.65  187 
    22,897  1.37  1.38  1.38  1.92  1.92  209 
    11,293  1.42  1.43  1.43  1.77  1.77  138 
    7,200  2.08  2.08  2.08  1.16  1.16  90 
    4,327  2.55  2.55  2.55  0.71  0.71  80 
    3,618  0.69+  0.69+  0.69+  2.82+  2.82+  138++ 
    2,629  1.02  1.02  1.02  2.22  2.22  90 
    3,225  1.62  1.62  1.62  1.56  1.56  80 
    174,818  1.69  1.69  1.69  (0.61)  (0.61)  63 
    131,400  1.66  1.66  1.66  (0.53)  (0.53)  39 
    124,054  1.26+  1.27+  1.27+  (0.12)+  (0.12)+  8++ 
    183,262  1.27  1.28  1.28  0.14  0.14  24 
    97,020  1.33  1.34  1.34  0.12  0.12  19 
    117,019  1.45  1.45  1.45  0.37  0.37  26 
    172  3.11+  3.12+  3.12+  (1.99)+  (1.99)+  39++ 
    247  2.81+  2.82+  2.82+  (1.65)+  (1.65)+  8++ 
    3,150  2.83  2.84  2.84  (1.42)  (1.42)  24 
    2,265  2.80  2.80  2.80  (1.34)  (1.34)  19 
    2,948  2.79  2.79  2.79  (0.98)  (0.98)  26 
    4,579  0.84+  0.85+  0.85+  0.88+  0.88+  24++ 
    2,699  1.19  1.20  1.20  0.26  0.26  19 
    3,435  1.65  1.65  1.65  0.16  0.16  26 

      107

    NY1 7206796v.2



    Financial Highlights
     
          Income From Investment Operations  Less Distributions     
            Net gains or             
            losses on             
        Net asset  Net  securities    Dividends    Distributions      
    Fund/  Fiscal year  value,  investment  (both  Total from  (from net (from net    Net asset   
    Share  (period  beginning of  Income  realized and    investment  investment realized  Total  value, end of  Total 
    Class  ended)  period  (loss)  unrealized)      operations  income)  gains)  distributions  period  return (%)* 
    Common Stock Class A                   
      11/30/05  $ 31.24  $ 0.25  $ 2.79  $ 3.04  $ 0.28  $ 2.80  $ 3.08  $ 31.20  10.51 
      11/30/06  31.20  0.28  4.23  4.51  0.30  1.40  1.70  34.01  15.18 
      11/30/07  34.01  0.30  3.18  3.48  0.27  1.42  1.69  35.80  10.62 
      11/30/08  35.80  0.28  (12.34)  (12.06)  0.30  1.84  2.14  21.60  (35.74) 
      11/30/09  21.60  0.24  5.61  5.85  0.24  0.24  27.21  27.36 
    Common Stock Class B                   
      11/30/05  30.76  (0.01)  2.74  2.73  0.05  2.80  2.85  30.64  9.49 
      11/30/06  30.64  (0.02)  4.15  4.13  0.02  1.40  1.42  33.35  14.08 
      11/30/07  33.35  (0.04)  3.11  3.07  1.42  1.42  35.00  9.54 
      11/30/08  35.00  (0.05)  (12.05)  (12.10)  1.84  1.84  21.06  (36.45) 
      11/30/09  21.06  (0.08)  5.46  5.38  0.01  0.01  26.43  25.57 
    Common Stock Class C                   
      11/30/05  30.68  (0.07)  2.76  2.69  0.04  2.80  2.84  30.53  9.41 
      11/30/06  30.53  (0.05)  4.14  4.09  0.02  1.40  1.42  33.20  14.00 
      11/30/07  33.20  (0.03)  3.09  3.06  1.42  1.42  34.84  9.56 
      11/30/08  34.84  0.02  (12.01)  (11.99)  0.02  1.84  1.86  20.99  (36.30) 
      11/30/09  20.99  5.47  5.47  0.05  0.05  26.41  26.12 
    Common Stock Class I                   
      11/30/07(D)  35.31  0.27  0.44  0.71  0.20  0.20  35.82  2.02++ 
      11/30/08  35.82  0.42  (12.35)  (11.93)  0.43  1.84  2.27  21.62  (35.45) 
      11/30/09  21.62  0.33  5.62  5.95  0.34  0.34  27.23  27.91 
    Conservative Allocation ^Class A                 
      11/30/05  11.82  0.41  (0.15)  0.26  0.43  0.23  0.66  11.42  2.27 
      11/30/06  11.42  0.42  0.60  1.02  0.46  0.21  0.67  11.77  9.31 
      11/30/07  11.77  0.38  0.39  0.77  0.49  0.19  0.68  11.86  6.77 
      11/30/08  11.86  0.38  (2.23)  (1.85)  0.37  0.12  0.49  9.52  (16.14) 
      11/30/09  9.52  0.32  1.49  1.81  0.34  0.34  10.99  19.51 
    Conservative Allocation ^Class B                 
      11/30/05  11.80  0.31  (0.15)  0.16  0.34  0.23  0.57  11.39  1.42 
      11/30/06  11.39  0.34  0.58  0.92  0.37  0.21  0.58  11.73  8.37 
      11/30/07  11.73  0.29  0.40  0.69  0.40  0.19  0.59  11.83  5.99 
      11/30/08  11.83  0.27  (2.22)  (1.95)  0.28  0.12  0.40  9.48  (16.99) 
      11/30/09  9.48  0.24  1.48  1.72  0.25  0.25  10.95  18.50 
    Conservative Allocation ^Class C                 
      11/30/05  11.80  0.33  (0.14)  0.19  0.37  0.23  0.60  11.39  1.62 
      11/30/06  11.39  0.31  0.59  0.90  0.34  0.21  0.55  11.74  8.23 
      11/30/07  11.74  0.26  0.41  0.67  0.38  0.19  0.57  11.84  5.82 
      11/30/08  11.84  0.28  (2.22)  (1.94)  0.29  0.12  0.41  9.49  (16.92) 
      11/30/09  9.49  0.22  1.51  1.73  0.26  0.26  10.96  18.55 
    Georgia Municipal Bond Class I                 
      10/31/05  10.16  0.31  (0.31)  0.31  0.01  0.32  9.84  0.00 
      10/31/06  9.84  0.30  0.05  0.35  0.30  0.04  0.34  9.85  3.66 
      10/31/07  9.85  0.30  (0.06)  0.24  0.30  0.05  0.35  9.74  2.46 
      11/30/07(E)  9.74  0.03  0.08  0.11  0.03  0.03  9.82  1.11++ 
      11/30/08  9.82  0.31  (0.14)  0.17  0.30  0.05  0.35  9.64  1.76 
      11/30/09  9.64  0.30  0.64  0.94  0.30  0.02  0.32  10.26  9.90 
    See notes to Financial Highlights at the end of the schedule               

      108

    NY1 7206796v.2



    Ratios/Supplement Data

     
              Ratio of net   
          Ratio of expenses    investment (loss) to   
          to average net    average net assets   
        Ratio of expenses  assets before    before contractual   
        to average net  contractual and  Ratio of net  and voluntary   
    Net assets at end of  Ratio of expenses  assets before  voluntary expense  investment income  expense   
    period (000  to average net  custodian fee  reimbursements  (loss) to average  reimbursements  Portfolio turnover 
    omitted)  assets (%)  credits (%)**  (%)***  net assets (%)  (%)***  rate (%) 
    $ 1,071,523  1.04  1.05  1.05  0.83  0.83  26 
    1,114,097  1.10  1.10  1.13  0.88  0.86  13 
    1,110,318  1.10  1.10  1.11  0.88  0.87  16 
    669,694  1.16  1.16  1.16  0.93  0.93  17 
    820,777  1.24  1.24  1.24  1.03  1.03  19 
    53,970  1.98  1.99  1.99  (0.11)  (0.11)  26 
    47,559  2.05  2.06  2.08  (0.08)  (0.11)  13 
    34,582  2.08  2.09  2.10  (0.11)  (0.12)  16 
    12,409  2.20  2.20  2.20  (0.15)  (0.15)  17 
    8,528  2.68  2.68  2.68  (0.37)  (0.37)  19 
    9,585  2.09  2.09  2.09  (0.20)  (0.20)  26 
    14,869  2.12  2.13  2.16  (0.12)  (0.15)  13 
    22,498  2.06  2.07  2.07  (0.08)  (0.08)  16 
    15,113  2.03  2.03  2.03  0.06  0.06  17 
    20,592  2.25  2.25  2.25  0.02  0.02  19 
    203,315  0.71+  0.71+  0.72+  1.33+  1.32+  16++ 
    159,157  0.72  0.72  0.72  1.39  1.39  17 
    230,822  0.82  0.82  0.82  1.44  1.44  19 
    55,829  1.15  1.16  1.16  3.60  3.60  174 
    38,175  1.25  1.26  1.26  3.73  3.73  204 
    38,193  1.26  1.28  1.28  3.21  3.21  254 
    65,919  1.15  1.16  1.16  3.45  3.45  306 
    76,374  1.16  1.16  1.16  3.15  3.15  149 
    14,037  1.98  1.98  1.98  2.78  2.78  174 
    12,007  2.12  2.13  2.13  2.87  2.87  204 
    10,403  2.04  2.07  2.07  2.43  2.43  254 
    12,275  2.07  2.08  2.08  2.49  2.49  306 
    6,201  2.06  2.06  2.06  2.45  2.45  149 
    9,875  1.84  1.85  1.85  2.91  2.91  174 
    6,540  2.23  2.24  2.24  2.74  2.74  204 
    7,479  2.23  2.25  2.25  2.24  2.24  254 
    10,836  1.98  2.00  2.00  2.58  2.58  306 
    16,764  2.02  2.02  2.02  2.22  2.22  149 
    54,231  0.81  0.81  0.81  3.06  3.06  15 
    42,514  0.88  0.88  0.88  3.05  3.05  16 
    32,900  0.81  0.81  0.81  3.07  3.07  19 
    32,558  0.61+  0.62+  0.62+  3.33+  3.33+  0++ 
    29,298  0.68  0.69  0.69  3.16  3.16  11 
    28,020  0.69  0.69  0.69  2.96  2.96  21 

      109

    NY1 7206796v.2



    Financial Highlights
     
          Income From Investment Operations  Less Distributions       
            Net gains or             
        Net asset  Net  losses on    Dividends         
    Fund/ Fiscal year  value,  investment  securities both  Total from  (from net   (Distributions     Net asset   
    Share  (period  beginning  income  (realized and  investment investment  (from net  Total  value, end of   
    Class  ended)  of period  (loss)  unrealized)  operations  income)                                                            realized gains)           distributions  period  Total return (%)* 
    Government Securities Class A                 
      11/30/05  $ 10.42  $ 0.43  $ (0.21)  $ 0.22  $ 0.45  $ -  $ 0.45  $ 10.19  2.08 
      11/30/06  10.19  0.47  0.06  0.53  0.48  0.48  10.24  5.41 
      11/30/07  10.24  0.48  0.15  0.63  0.48  0.48  10.39  6.36 
      11/30/08  10.39  0.46  0.19  0.65  0.47  0.47  10.57  6.36 
      11/30/09  10.57  0.40  0.62  1.02  0.44  0.44  11.15  9.83 
    Government Securities Class C                 
      11/30/06(F)  9.96  0.17  0.29  0.46  0.18  0.18  10.24  4.62++ 
      11/30/07  10.24  0.33  0.13  0.46  0.32  0.32  10.38  4.56 
      11/30/08  10.38  0.37  0.19  0.56  0.37  0.37  10.57  5.47 
      11/30/09  10.57  0.30  0.63  0.93  0.35  0.35  11.15  8.91 
    Government Securities Class I                 
      11/30/07(D)  10.26  0.29  0.13  0.42  0.29  0.29  10.39  4.18++ 
      11/30/08  10.39  0.50  0.18  0.68  0.50  0.50  10.57  6.73 
      11/30/09  10.57  0.44  0.61  1.05  0.47  0.47  11.15  10.18 
    Growth Leaders Class A                   
      06/30/05  9.47  (0.08)  (0.08)  (0.16)  9.31  (1.69) 
      06/30/06  9.31  (0.06)  1.34  1.28  10.59  13.75 
      11/30/06(B)  10.59  0.01  0.56  0.57  11.16  5.38++ 
      11/30/07  11.16  (0.01)  2.15  2.14  0.01  0.01  13.29  19.14 
      11/30/08  13.29  (0.04)  (4.44)  (4.48)  0.39  0.39  8.42  (34.7) 
      11/30/09  8.42  0.01  2.29  2.30  10.72  27.32 
    Growth Leaders Class C                   
      06/30/06(C)  10.95  (0.04)  (0.34)  (0.38)  10.57  (3.47)++ 
      11/30/06(B)  10.57  (0.04)  0.55  0.51  11.08  4.82++ 
      11/30/07  11.08  (0.31)  2.09  1.78  12.86  16.06 
      11/30/08  12.86  (0.20)  (4.25)  (4.45)  0.39  0.39  8.02  (35.68) 
      11/30/09  8.02  (0.10)  2.17  2.07  10.09  25.81 
    Growth Leaders Class I                   
      11/30/07(A)  12.45  0.02  0.84  0.86  13.31  6.91++ 
      11/30/08  13.31  (0.10)  (4.63)  (4.73)  0.39  0.39  8.19  (36.60) 
      11/30/09  8.19  0.02  2.23  2.25  10.44  27.47 
    See notes to Financial Highlights at the end of the schedule           

      110

      NY1 7206796v.2



    Ratios/Supplement Data

     
              Ratio of net   
          Ratio of expenses    investment (loss) to   
          to average net    average net assets   
        Ratio of expenses  assets before    before contractual   
        to average net  contractual and  Ratio of net  and voluntary   
    Net assets at  Ratio of expenses  assets before  voluntary expense  investment income  expense   
    end of period (000  to average net  custodian fee  reimbursements  (loss) to average  reimbursements  Portfolio turnover 
    omitted)  assets (%)  credits (%)**  (%)***  net assets (%)  (%)***  rate(%) 
    $ 204,868  1.00  1.02  1.02  4.09  4.09  505 
    214,374  0.98  0.99  0.99  4.68  4.68  678 
    249,248  0.98  0.99  0.99  4.70  4.70  464 
    394,255  0.95  0.96  0.96  4.43  4.43  458 
    606,365  0.91  0.91  0.91  3.67  3.67  283 
    567  2.64+  2.64+  2.64+  3.15+  3.15+  678++ 
    5,035  2.35  2.36  2.36  3.30  3.30  464 
    15,695  1.84  1.85  1.85  3.54  3.54  458 
    68,428  1.71  1.71  1.71  2.75  2.75  283 
    111,921  0.63+  0.64+  0.64+  4.92+  4.92+  464++ 
    103,801  0.60  0.60  0.60  4.78  4.78  458 
    96,802  0.63  0.63  0.63  4.02  4.02  283 
    7,936  1.75  1.75  3.00  (0.77)  (2.02)  200 
    8,043  1.75  1.76  3.09  (0.60)  (1.94)  157 
    11,257  1.45+  1.51+  1.67+  0.14+  (0.02)+  30++ 
    17,783  1.45  1.48  1.73  (0.19)  (0.44)  75 
    17,966  1.45  1.47  1.64  (0.31)  (0.48)  34 
    30,438  1.59  1.59  1.67  0.14  0.06  42 
    385  2.79+  2.81+  3.62+  (1.16)+  (1.97)+  157++ 
    439  2.43+  2.49+  2.64+  (0.87)+  (1.03)+  30++ 
    1,580  3.89  3.92  4.17  (2.58)  (2.84)  75 
    1,729  2.92  2.94  3.10  (1.78)  (1.95)  34 
    2,533  2.83  2.83  2.92  (1.10)  (1.19)  42 
    265  1.05+  1.07+  1.32+  0.55+  0.30+  75++ 
    4,026  2.16  2.17  2.34  (1.04)  (1.20)  34 
    3,191  1.54  1.54  1.58  0.21  0.18  42 

      111

    NY1 7206796v.2



          Income From Investment Operations    Less Distributions       
            Net gains or             
            losses on             
        Net asset    securities    Dividends                Distributions       
    Fund/  Fiscal year  value,  Net  (both realized              Total from  (from net  (from net    Net asset   
    Share  (period  beginning  investment  and  investment  investment  realized  Total  value, end of   Total return 
    Class  ended)  of period  income (loss)           unrealized)  operations  income)  gains)  distributions  period  (%)* 
    International Equity Class A                   
      11/30/05  $ 17.05  $ 0.21  $ 1.56  $ 1.77  $ 0.17  $ -  $ 0.17  $ 18.65  10.43 
      11/30/06  18.65  0.17  4.42  4.59  0.24  1.00  1.24  22.00  26.04 
      11/30/07  22.00  0.20  3.58  3.78  0.18  1.89  2.07  23.71  18.72 
      11/30/08  23.71  0.23  (10.65)  (10.42)  0.20  1.98  2.18  11.11  (48.11) 
      11/30/09  11.11  0.13  4.34  4.47  0.22  0.22  15.36  40.97 
    International Equity Class C                   
      11/30/05  16.72  0.01  1.52  1.53  18.25  9.15 
      11/30/06  18.25  (0.11)  4.39  4.28  1.00  1.00  21.53  24.55 
      11/30/07  21.53  (0.02)  3.49  3.47  1.89  1.89  23.11  17.47 
      11/30/08  23.11  0.03  (10.35)  (10.32)  0.01  1.98  1.99  10.80  (48.58) 
      11/30/09  10.80  (0.05)  4.24  4.19  0.01  0.01  14.98  38.87 
    International Equity Class I                   
      11/30/07(A)  21.69  0.05  2.00  2.05  23.74  9.45++ 
      11/30/08  23.74  0.29  (10.63)  (10.34)  0.32  1.98  2.30  11.10  (47.92) 
      11/30/09  11.10  0.17  4.31  4.48  0.28  0.28  15.30  41.33 
    Mid Cap ^^Class A                   
      11/30/05  14.97  (0.09)  0.93  0.84  15.81  5.61 
      11/30/06  15.81  (0.10)  1.24  1.14  16.95  7.21 
      11/30/07  16.95  (0.12)  2.83  2.71  19.66  15.99 
      11/30/08  19.66  (0.15)  (8.85)  (9.00)  10.66  (45.78) 
      11/30/09  10.66  (0.08)  2.88  2.80  13.46  26.27 
    Mid Cap ^^Class C                   
      11/30/05  14.08  (0.26)  0.86  0.60  14.68  4.26 
      11/30/06  14.68  (0.26)  1.15  0.89  15.57  6.06 
      11/30/07  15.57  (0.33)  2.58  2.25  17.82  14.45 
      11/30/08  17.82  (0.31)  (7.95)  (8.26)  9.56  (46.35) 
      11/30/09  9.56  (0.25)  2.55  2.30  11.86  24.06 
    Mid Cap ^^Class I                   
      11/30/07(A)  18.58  (0.02)  1.13  1.11  19.69  5.97++ 
      11/30/08  19.69  (0.07)  (8.90)  (8.97)  10.72  (45.56) 
      11/30/09  10.72  (0.04)  2.89  2.85  13.57  26.59 
    See notes to Financial Highlights at the end of the schedule             

      112

      NY1 7206796v.2



    Ratios/Supplement Data

     
              Ratio of net   
          Ratio of expenses    investment (loss) to   
          to average net    average net assets   
        Ratio of expenses  assets before    before contractual   
        to average net  contractual and  Ratio of net  and voluntary   
    Net assets at  Ratio of expenses  assets before  voluntary expense  investment income  expense   
    end of period (000  to average net  custodian fee  reimbursements  (loss) to average  reimbursements  Portfolio turnover 
    omitted)  assets (%)  credits (%)**  (%)***  net assets (%)  (%)***  rate (%) 
    $ 113,349  1.30  1.32  1.32  1.29  1.29  23 
    149,605  1.35  1.39  1.39  0.86  0.86  63 
    159,017  1.36  1.37  1.37  1.00  1.00  31 
    114,641  1.45  1.45  1.45  1.31  1.31  43 
    148,091  1.60  1.60  1.60  1.05  1.05  17 
    2,867  2.47  2.49  2.49  0.18  0.18  23 
    5,223  2.51  2.56  2.56  (0.26)  (0.26)  63 
    8,173  2.41  2.43  2.43  (0.07)  (0.07)  31 
    3,363  2.42  2.43  2.43  0.15  0.15  43 
    3,622  3.10  3.10  3.10  (0.41)  (0.41)  17 
    10,124  0.85+  0.85+  0.85+  0.86+  0.86+  31++ 
    5,596  1.03  1.04  1.04  1.61  1.61  43 
    7,646  1.34  1.34  1.34  1.34  1.34  17 
    166,181  1.24  1.25  1.25  (0.60)  (0.60)  160 
    149,787  1.32  1.33  1.33  (0.61)  (0.61)  83 
    140,380  1.34  1.36  1.36  (0.63)  (0.63)  85 
    70,098  1.44  1.45  1.45  (0.86)  (0.86)  82 
    74,507  1.67  1.67  1.67  (0.67)  (0.67)  63 
    4,869  2.48  2.50  2.50  (1.84)  (1.84)  160 
    3,997  2.48  2.49  2.49  (1.76)  (1.76)  83 
    4,997  2.64  2.65  2.65  (1.95)  (1.95)  85 
    2,203  2.57  2.57  2.57  (1.99)  (1.99)  82 
    2,383  3.36  3.36  3.36  (2.35)  (2.35)  63 
    9,406  0.85+  0.85+  0.85+  (0.38)+  (0.38)+  85++ 
    4,551  0.98  0.99  0.99  (0.40)  (0.40)  82 
    5,611  1.36  1.36  1.36  (0.36)  (0.36)  63 

      113

    NY1 7206796v.2



          Income From Investment Operations    Less Distributions       
            Net gains or               
            losses on               
        Net asset  Net  securities    Dividends             Distributions         
    Fund/ Fiscal year  value,  investment  (both  Total        from (from net  (from net      Net asset   
    Share  (period  beginning  income  realized and                investment               investment  realized  Return of  Total  value, end           Total return 
    Class  ended)  of period  (loss)  unrealized)                   operations  income)  gains)  capital  distributions              of period  (%)* 
    Mid Cap Value Class A                     
      10/31/05  $ 13.96  $ (0.11)  $ 2.79  $ 2.68  $ 0.06  $ 0.63  $ -  $ 0.69  $ 15.95  $ 19.78@ 
      10/31/06  15.95  (0.01)  2.01  2.00  2.18  2.18  15.77  13.87 
      10/31/07  15.77  0.07  3.84  3.91  0.95  0.95  18.73  25.87 
      11/30/07(E)  18.73  (1.37)  (1.37)  17.36  (7.31)++ 
      11/30/08  17.36  0.02  (6.78)  (6.76)  0.12  1.83  1.95  8.65  (43.72) 
      11/30/09  8.65  (0.03)  2.96  2.93  0.02  0.02  0.04  11.54  34.00 
    Mid Cap Value Class C                     
      10/31/05  13.76  (0.20)  2.73  2.53  0.63  0.63  15.66  18.86@ 
      10/31/06  15.66  (0.12)  1.97  1.85  2.18  2.18  15.33  13.09 
      10/31/07  15.33  (0.05)  3.71  3.66  0.95  0.95  18.04  24.93 
      11/30/07(E)  18.04  (1.33)  (1.33)  16.71  (7.37)++ 
      11/30/08  16.71  (0.08)  (6.49)  (6.57)  0.05  1.83  1.88  8.26  (44.16) 
      11/30/09  8.26  (0.08)  2.82  2.74  11.00  33.17 
    Mid Cap Value Class I                     
      10/31/05  14.02  (0.04)  2.77  2.73  0.10  0.63  0.73  16.02  20.02@ 
      10/31/06  16.02  0.03  2.02  2.05  2.18  2.18  15.89  14.18 
      10/31/07  15.89  0.16  3.85  4.01  0.95  0.95  18.95  26.36 
      11/30/07(E)  18.95  0.02  (1.39)  (1.37)  17.58  (7.23)++ 
      11/30/08  17.58  0.09  (6.88)  (6.79)  0.16  1.83  1.99  8.80  (43.43) 
      11/30/09  8.80  0.05  3.00  3.05  0.04  0.04  0.08  11.77  34.97 
    Short Maturity Government Class A                   
      11/30/05  9.37  0.31  (0.21)  0.10  0.40  0.40  9.07  1.09 
      11/30/06  9.07  0.37  (0.01)  0.36  0.42  0.42  9.01  4.11 
      11/30/07  9.01  0.37  0.08  0.45  0.42  0.42  9.04  5.16 
      11/30/08  9.04  0.37  0.02  0.39  0.40  0.40  9.03  4.43 
      11/30/09  9.03  0.26  0.37  0.63  0.32  0.32  9.34  7.05 
    Short Maturity Government Class S                   
      11/30/05(G)  9.28  0.21  (0.15)  0.06  0.27  0.27  9.07  0.58++ 
      11/30/06  9.07  0.33  (0.01)  0.32  0.38  0.38  9.01  3.64 
      11/30/07  9.01  0.33  0.08  0.41  0.38  0.38  9.04  4.60 
      11/30/08  9.04  0.33  0.02  0.35  0.36  0.36  9.03  3.95 
      11/30/09  9.03  0.21  0.38  0.59  0.28  0.28  9.34  6.61 
    See notes to Financial Highlights at the end of the schedule             

      114

    NY1 7206796v.2



    Ratios/Supplement Data

     
        Ratio of expenses  Ratio of expenses to  Ratio of net  Ratio of net investment   
    Net assets  Ratio of  to average net  average net assets before  investment  income (loss) to average net   
    at end of  expenses to  assets before  contractual and  income (loss) to  assets before contractual and   
    period  average net  custodian fee  voluntary expense  average net  voluntary expense  Portfolio 
    (000 omitted)  assets (%)  credits (%)**  reimbursements (%)***  assets (%)  reimbursements (%)***  turnover rate (%) 
    $ 4,538  1.34  1.34  1.35  (0.74)  (0.75)  53 
    4,169  1.35  1.35  1.38  (0.05)  (0.08)  35 
    23,604  1.55  1.55  1.59  0.38  0.42  33 
    24,778  1.80+  1.81+  1.81+  0.09+  0.09+  3++ 
    70,040  1.50  1.50  1.50  0.18  0.18  44 
    82,871  1.68  1.68  1.68  (0.29)  (0.29)  50 
    9,040  2.09  2.09  2.10  (1.33)  (1.34)  53 
    9,425  2.10  2.10  2.13  (0.79)  (0.82)  35 
    13,321  2.16  2.17  2.20  (0.30)  (0.27)  33 
    14,248  2.03+  2.04+  2.04+  (0.11)+  (0.11)+  3++ 
    14,800  2.22  2.23  2.23  (0.58)  (0.58)  44 
    17,241  2.32  2.32  2.32  (0.92)  (0.92)  50 
    86,367  1.09  1.09  1.10  (0.30)  (0.31)  53 
    83,935  1.10  1.10  1.13  0.19  0.16  35 
    104,641  1.00  1.00  1.03  0.92  0.95  33 
    92,938  0.89+  0.90+  0.90+  0.97+  0.97+  3++ 
    73,377  0.93  0.94  0.94  0.67  0.67  44 
    83,517  0.92  0.92  0.92  0.48  0.48  50 
    259,386  1.05  1.06  1.09  3.39  3.36  113 
    185,410  1.06  1.08  1.08  4.02  4.02  90 
    147,329  1.07  1.09  1.09  4.17  4.17  21 
    178,815  1.03  1.04  1.04  4.03  4.03  58 
    778,020  0.93  0.93  0.93  2.85  2.85  52 
    18,323  1.44+  1.45+  1.45+  3.21+  3.21+  113++ 
    9,025  1.48  1.48  1.48  3.60  3.60  90 
    6,873  1.58  1.59  1.59  3.66  3.66  21 
    37,624  1.44  1.45  1.45  3.59  3.59  58 
    1,077,049  1.34  1.34  1.34  2.26  2.26  52 

      115

    NY1 7206796v.2



    Financial Highlights
     
        Income From Investment Operations    Less Distributions       
          Net gains or               
          losses on               
      Net asset  Net  securities    Dividends    Distributions     Net asset   
      value,  investment       (both realized    Total from     (from net (from net      value,   
    Fund/Share        Fiscal year  beginning  income  and  investment    investment  realized  Return of Total  end of  Total 
    Class              (period ended)        of period  (loss)  unrealized)      operations  income)  gains)  capital   distributions  period   return (%)
    Small Company Class A                     
    11/30/05  $ 7.82  $ (0.03)  $ 0.74  $ 0.71  $ 0.49  $ -  $ 0.49  $ 8.04  9.67 
    11/30/06  8.04  (0.02)  1.20  1.18  0.71  0.71  8.51  16.05 
    11/30/07  8.51  0.66  0.66  0.97  0.97  8.20  8.74 
    11/30/08  8.20  (0.03)  (2.60)  (2.63)  0.81  0.01  0.82  4.75  (35.47) 
    11/30/09  4.75  (0.02)  1.22  1.20  5.95  25.26 
    Small Company Class B                     
    11/30/05  6.96  (0.08)  0.65  0.57  0.49  0.49  7.04  8.79 
    11/30/06  7.04  (0.08)  1.03  0.95  0.71  0.71  7.28  14.97 
    11/30/07  7.28  (0.06)  0.56  0.50  0.97  0.97  6.81  7.90 
    11/30/08  6.81  (0.07)  (2.11)  (2.18)  0.81  0.01  0.82  3.81  (36.18) 
    11/30/09  3.81  (0.05)  0.97  0.92  4.73  24.15 
    Small Company Class C                     
    11/30/05  7.57  (0.09)  0.71  0.62  0.49  0.49  7.70  8.75 
    11/30/06  7.70  (0.08)  1.14  1.06  0.71  0.71  8.05  15.11 
    11/30/07  8.05  (0.06)  0.62  0.56  0.97  0.97  7.64  7.88 
    11/30/08  7.64  (0.08)  (2.39)  (2.47)  0.81  0.01  0.82  4.35  (36.04) 
    11/30/09  4.35  (0.05)  1.11  1.06  5.41  24.37 
    Small Company Class I                     
    11/30/07(D)  8.06  0.15  0.15  8.21  1.86++ 
    11/30/08  8.21  (2.61)  (2.61)  0.81  0.01  0.82  4.78  (35.16) 
    11/30/09  4.78  0.01  1.23  1.24  6.02  25.94 
    Sustainable Core Opportunities Class A                   
    06/30/05(I)  10.51  (0.01)  1.10  1.09  11.60  10.37 
    06/30/06(I)  11.60  0.02  1.12  1.14  12.74  9.83 
    06/30/07(I)  12.74  0.04  2.58  2.62  0.05  0.05  15.31  20.63 
    06/30/08  15.31  0.03  (2.45)  (2.42)  0.04  0.04  12.85  (15.84) 
    11/30/08(J)  12.85  0.02  (4.27)  (4.25)  8.60  (33.07)++ 
    11/30/09  8.60  0.04  2.29  2.33  0.04  0.04  10.89  27.27 
    See notes to Financial Highlights at the end of the schedule               

      116

      NY1 7206796v.2



    Ratios/Supplement Data

     
        Ratio of expenses  Ratio of expenses to average  Ratio of net  Ratio of net investment   
      Ratio of  to average net  net assets before  investment  income (loss) to average net   
    Net assets at  expenses to  assets before  contractual and voluntary  income (loss) to  assets before contractual and   
    end of period  average net  custodian fee  expense reimbursements  average net  voluntary expense  Portfolio 
    (000 omitted)  assets (%)  credits (%)**  (%)***  assets (%)  reimbursements (%)***  turnover rate (%) 
    $ 1,092,186  1.12  1.13  1.13  (0.31)  (0.31)  64 
    1,226,831  1.13  1.13  1.13  (0.29)  (0.29)  53 
    1,223,641  1.13  1.13  1.13  (0.01)  (0.01)  47 
    721,874  1.22  1.22  1.22  (0.48)  (0.48)  45 
    1,047,330  1.28  1.28  1.28  (0.31)  (0.31)  30 
    147,266  2.01  2.01  2.01  (1.19)  (1.19)  64 
    143,830  1.99  2.00  2.00  (1.16)  (1.16)  53 
    117,562  2.00  2.01  2.01  (0.87)  (0.87)  47 
    45,896  2.09  2.09  2.09  (1.37)  (1.37)  45 
    29,560  2.34  2.34  2.34  (1.33)  (1.33)  30 
    157,861  1.94  1.94  1.94  (1.12)  (1.12)  64 
    166,878  1.94  1.94  1.94  (1.10)  (1.10)  53 
    186,560  1.97  1.98  1.98  (0.87)  (0.87)  47 
    113,843  1.99  1.99  1.99  (1.25)  (1.25)  45 
    153,790  2.12  2.12  2.12  (1.14)  (1.14)  30 
    53,029  0.75+  0.76+  0.76+  (0.07)+  (0.07)+  47++ 
    154,663  0.82  0.83  0.83  (0.02)  (0.02)  45 
    624,302  0.76  0.76  0.76  0.19  0.19  30 
    27,791  1.70  1.70  1.70  (0.11)  (0.11)  173 
    33,081  1.29  1.29  1.62  0.15  (0.18)  58 
    56,385  1.29  1.29  1.61  0.37  0.05  40 
    251,146  1.21  1.21  1.37  0.18  0.02  82 
    157,704  1.27+  1.28+  1.35+  0.48+  0.41+  6++ 
    180,582  1.47  1.47  1.50  0.39  0.36  12 

      117

    NY1 7206796v.2



          Income From Investment Operations    Less Distributions     
            Net gains or             
            losses on             
        Net asset  Net  Securities    Dividends      Net asset   
      Fiscal  value,  investment (both realized Total from (from net Distributions    value,   
    Fund/Share  year  beginning of  income  and  investment investment  (from net  Total  end of  Total 
    Class  (period ended)  period  (loss)  unrealized) operations  income) realized gains) distributions period return (%) 
    Sustainable Core Opportunities Class I                 
      06/30/06(I)(K)  $ 12.81  $ 0.02  $ (0.11)  $ (0.09)  $ -  $ -  $ -  $ 12.72  (0.70)++ 
      06/30/07(I)  12.72  0.10  2.59  2.69  0.07  0.07  15.34  21.16 
      06/30/08  15.34  0.08  (2.44)  (2.36)  0.13  0.13  12.85  (15.50) 
      11/30/08(J)  12.85  0.04  (4.27)  (4.23)  8.63  (32.84)++ 
      11/30/09  8.63  0.09  2.30  2.39  0.07  0.07  10.95  27.99 
    Sustainable Growth Opportunities^^^ Class A               
      06/30/05  13.01  (0.18)  1.27  1.09  14.10  8.38 
      06/30/06  14.10  (0.20)  2.50  2.30  16.40  16.31 
      06/30/07  16.40  (0.12)  2.30  2.18  18.58  13.29 
      06/30/08  18.58  (0.23)  (1.67)  (1.90)  16.68  (10.23) 
      11/30/08(J)  16.68  (0.06)  (7.26)  (7.32)      9.36  (43.88)++ 
      11/30/09  9.36  (0.09)  2.71  2.62  0.60  0.60  11.38  29.99 
    Sustainable Growth Opportunities^^^ Class I                 
      06/30/05  13.41  (0.10)  1.31  1.21  14.62  9.02 
      06/30/06  14.62  (0.12)  2.61  2.49  17.11  17.03 
      06/30/07  17.11  (0.05)  2.42  2.37  19.48  13.85 
      06/30/08  19.48  (0.14)  (1.77)  (1.91)  17.57  (9.80) 
      11/30/08(J)  17.57  (0.08)  (7.65)  (7.73)  9.84  (44.00)++ 
      11/30/09  9.84  (0.23)  2.81  2.58  0.60  0.60  11.82  28.00 

    *     

    Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all distributions at net asset value during the period, and a redemption on the last day of the period. Neither an initial sales charge nor a CDSC is reflected in the calculation of total return.

     

    Total returns would have been lower in applicable years where the Adviser had not waived a portion of its fee.

    **     

    The ratios do not include a reduction of expenses for custodian fee credits on cash balances maintained with the custodian.

    ***     

    Expense reductions are comprised of the contractual and voluntary expense reimbursements as described in Note (3) of the latest Annual Report. Amounts designated as “-” are either zero or represent less than $0.005 or $(0.005).

    +     

    Annualized

    ++     

    Not Annualized

    ^     

    Name change. Formerly the Sentinel Capital Markets Income Fund prior to November 1, 2006.

    ^^     

    Name change. Formerly the Sentinel Mid Cap Growth Fund prior to March 29, 2010.

    ^^^     

    Name change. Formerly the Sentinel Sustainable Emerging Companies Fund prior to December 18, 2008.

    @     

    Total Returns would have been 19.48%,18.56% and 19.72% for the Class A, Class C and Class I Shares, respectively, without a required loss reimbursement payment by Steinberg Asset Management, LLC.

    (A)     

    Commenced operations August 27, 2007.

    (B)     

    The fiscal year end for the Sentinel Capital Growth and Sentinel Growth Leaders Funds changed from June 30th to November 30th following the June 30,2006 Annual Report. Information for the Sentinel Capital Growth Fund prior to March 17, 2006 is based on the predecessor Bramwell Growth Fund, and information for the Sentinel Growth Leaders Fund prior to March 17, 2006 is based on the predecessor Bramwell Focus Fund.

    (C)     

    Commenced operations March 17, 2006.

    (D)     

    Commenced operations May 4, 2007.

    (E)     

    The fiscal year end for the Sentinel Georgia Municipal Bond and Sentinel Mid Cap Value Funds changed from October 31st to November 30th following the October 31, 2007 Annual Report. Information for the Georgia Municipal Bond Fund prior to May 5, 2007 is based on the predecessor Synovus Georgia Municipal Bond Fund, and information for the Sentinel Mid Cap Value Fund prior to May 5, 2007 is based on the predecessor Synovus Mid Cap Value Fund.

    (F)     

    Commenced operations June 1, 2006.

    (G)     

    Commenced operations March 3, 2005. First public offering March 4, 2005.

      118

    NY1 7206796v.2



    Ratios/Supplement Data

     
        Ratio of expenses  Ratio of expenses to average  Ratio of net  Ratio of net investment   
      Ratio of  to average net  net assets before  investment  income (loss) to average net   
    Net assets at  expenses to  assets before  contractual and voluntary  income (loss) to  assets before contractual and   
    end of period  average net  custodian fee  expense reimbursements  average net  voluntary expense  Portfolio 
    (000 omitted)  assets (%)  credits (%)**  (%)***  assets (%)  reimbursements (%)***  turnover rate (%) 
    $ 5,436  0.90+  0.90+  1.26+  0.64+  0.28+  58++ 
    7,785  0.90  0.90  1.14  0.78  0.54  40 
    60,428  0.80  0.80  0.93  0.57  0.44  82 
    11,347  0.76+  0.76+  0.85+  0.93+  0.84+  6++ 
    11,189  0.86  0.86  0.96  1.00  0.90  12 
    157,963  1.96  1.96  1.96  (1.39)  (1.39)  110 
    170,704  1.90  1.90  1.90  (1.30)  (1.30)  60 
    177,514  1.88  1.88  1.88  (0.72)  (0.72)  48 
    164,005  1.75  1.75  1.77  (1.30)  (1.32)  113 
    87,026  1.45+  1.45+  1.45+  (1.01)+  (1.01)+  39++ 
    100,590  1.61  1.61  1.61  (0.94)  (0.94)  29 
    2,633  1.33  1.33  1.33  (0.76)  (0.76)  110 
    899  1.35  1.35  1.35  (0.77)  (0.77)  60 
    515  1.38  1.38  1.38  (0.29)  (0.29)  48 
    2,012  1.20  1.20  1.20  (0.78)  (0.78)  113 
    975  1.74+  1.75+  1.75+  (1.31)+  (1.31)+  39++ 
    1,119  2.85  2.85  2.85  (2.18)  (2.18)  29 

    (I)     

    Per share net investment income loss and net realized and unrealized gains/ (losses) calculated without the use of average shares.

    (J)     

    The fiscal year end for the Sentinel Sustainable Core Opportunities Fund and Sentinel Sustainable Emerging Companies Fund changed from June 30th to

      November 30th following the June 30, 2008 Annual Report. Information for the Sentinel Sustainable Core Opportunities Fund prior to April 5, 2008 is based on
    the predecessor Citizens Value Fund, and information for the Sentinel Sustainable Emerging Companies Fund prior to April 5, 2008 is based on the predecessor
    Citizens Emerging Growth Fund.
    (K) Commenced operations March 31, 2006.

      119

    NY1 7206796v.2



    Shareholder Reports

    Additional information about the Funds’ investments is or will be available in the Funds’ annual and semi-annual reports to
    shareholders. In the Funds’ annual report you will find a discussion of the market conditions and investment strategies that
    significantly affected each Fund’s performance during its last fiscal year. You may obtain copies of these reports at no cost by calling
    1-800-282-FUND (3863).

    The Funds will send you one copy of each shareholder report and certain other mailings, regardless of the number of Fund accounts
    you have. To receive separate shareholder reports for each account at no cost, call 1 800-282-FUND (3863).

    Statement of Additional Information
    The Funds’ Statement of Additional Information contains additional information about the Funds, including a description of the
    Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities, and is incorporated by reference
    (legally considered to be part of this Prospectus). You may request a free copy by writing the Funds at the address shown below or by
    calling 1-800-282-FUND (3863).

    Please contact your registered representative or the Funds at 1-800-282-FUND (3863) if you have any questions or would like
    additional information about the Funds.

    The Funds’ Statement of Additional Information and its annual and semi-annual reports are also available, free of charge, at the
    Funds’ website at www.sentinelinvestments.com or by calling the Funds at 1-800-282-FUND (3863). Information about the Funds
    (including the Statement of Additional Information) can also be reviewed and copied at the SEC’s Public Reference Room at 100 F
    Street, N.E., Washington, D.C. 20549-0102. Call 1-202-551-8090 for information on the operation of the public reference room. This
    information is also accessible via the Edgar database on the SEC’s internet site at www.sec.gov and copies may be obtained upon
    payment of a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the Public
    Reference Section of the SEC in Washington, D.C

    You should rely only on the information contained in this Prospectus. No one is authorized to provide you with information that is
    different.

      Mail and correspondence should be addressed to: 
    Sentinel Funds  Sentinel Funds   
    One National Life Drive  c/o Sentinel Administrative Services, Inc. 
    Montpelier, VT 05604  P.O. Box 1499   
      Montpelier, VT 05604-1499 
    Investment Adviser     
    Sentinel Asset Management, Inc.  Counsel   
    One National Life Drive  Sidley Austin LLP 
    Montpelier, VT 05604  787 Seventh Avenue 
      New York, NY 10019 
    Principal     
    Underwriter  Independent Registered 
    Sentinel Financial Services Company  Public Accounting Firm 
    One National Life Drive 
    Montpelier, VT 05604 
     
    Transfer and Dividend Disbursing     
    Agent and Administrator  Custodian   
     
    Sentinel Administrative  State Street Bank & Trust 
    Services, Inc.  Company   
    One National Life Drive  801 Pennsylvania Avenue 
    Montpelier, VT 05604  Kansas City, MO 64105 
    800-282-FUND (3863)     
     
    Investment Company Act File No. 811- 00214     
     
      120   
    NY1 7206796v.2     



    STATEMENT OF ADDITIONAL INFORMATION
     
    March 30, 2010
     
    SENTINEL GROUP FUNDS, INC.
    One National Life Drive
    Montpelier, Vermont 05604
    (800) 282-FUND (3863)

     
    Fund      Ticker Symbols     
      Class A  Class B  Class C  Class D  Class S  Class I 
    Sentinel Balanced Fund  SEBLX  SEBBX  SBACX  SBLDX    SIBLX 
    Sentinel Capital Growth Fund  BRGRX    SECGX      SICGX 
    Sentinel Common Stock Fund  SENCX  SNCBX  SCSCX      SICWX 
    Sentinel Conservative Allocation  SECMX  SMKBX  SMKCX       
    Fund             
    Sentinel Georgia Municipal Bond            SYGIX 
    Fund             
    Sentinel Government Securities  SEGSX    SCGGX      SIBWX 
    Fund             
    Sentinel Growth Leaders Fund  BRFOX    SGLFX      SIGLX 
    Sentinel International Equity  SWRLX    SWFCX      SIIEX 
    Fund             
    Sentinel Mid Cap Fund  SNTNX    SMGCX      SIMGX 
    Sentinel Mid Cap Value Fund  SYVAX    SYVCX      SYVIX 
    Sentinel Short Maturity  SSIGX        SSSGX   
    Government Fund             
    Sentinel Small Company Fund  SAGWX  SESBX  SSCOX      SIGWX 
    Sentinel Sustainable Core  MYPVX          CVALX 
    Opportunities Fund             
    Sentinel Sustainable Growth  WAEGX          CEGIX 
    Opportunities Fund             

    Sentinel Group Funds, Inc. (the “Company”) is a managed, open-end investment company, which continuously offers
    its shares to investors. The Company consists of several separate and distinct funds. This Statement of Additional
    Information pertains to the funds of the Company listed above (referred to hereinafter collectively as the “Funds”, and
    individually as a “Fund”). Each of the Funds is diversified, except for the Georgia Municipal Bond, Growth Leaders
    and Mid Cap Value Funds. Each Fund has different investment objectives and risk characteristics.

    Sentinel Asset Management, Inc. (the “Adviser”) acts as the investment adviser to the Funds. GLOBALT, Inc.
    (“GLOBALT”) is the investment sub-adviser to the Georgia Municipal Bond Fund. Steinberg Asset Management LLC
    (“Steinberg”) is the investment sub-adviser to the Mid Cap Value Fund. Shares of the Funds are distributed by Sentinel
    Financial Services Company (“SFSC”). Both the Adviser and SFSC are indirectly wholly owned subsidiaries of
    National Life Holding Company.

    This Statement of Additional Information is not a Prospectus and should be read in conjunction with the Prospectus
    dated March 30, 2010 (the “Prospectus”). The Prospectus, which has been filed with the Securities and Exchange
    Commission (the “SEC”), can be obtained upon request and without charge by writing to the Funds at the above
    address, by calling 1-800-282-FUND (3863) or by visiting www.sentinelinvestments.com. This Statement of Additional
    Information has been incorporated by reference into the Funds’ Prospectus.

    1



    TABLE OF CONTENTS
     
     
    THE FUNDS 
    FUNDAMENTAL INVESTMENT POLICIES 
    NON-FUNDAMENTAL INVESTMENT POLICIES 
    ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS  10 
    MANAGEMENT OF THE FUNDS  23 
    PORTFOLIO MANAGERS  30 
    PRINCIPAL SHAREHOLDERS  33 
    THE INVESTMENT ADVISER  35 
    PROXY VOTING PROCEDURES  38 
    SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS  39 
    PRINCIPAL UNDERWRITER  40 
    THE DISTRIBUTION PLANS  41 
    FUND SERVICES ARRANGEMENTS  47 
    PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS  48 
    PORTFOLIO TURNOVER  50 
    CAPITALIZATION  51 
    HOW TO PURCHASE SHARES AND REDUCE SALES CHARGES  51 
    ISSUANCE OF SHARES AT NET ASSET VALUE  51 
    DETERMINATION OF NET ASSET VALUE  52 
    COMPUTATION OF MAXIMUM OFFERING PRICES AT NOVEMBER 30, 2009  53 
    TAXES  53 
    SHAREHOLDER SERVICES  56 
    DEALER SERVICING FEES  58 
    GENERAL INFORMATION  58 
    FINANCIAL STATEMENTS  59 
    APPENDIX A: Bond Ratings  A-1 
    APPENDIX B: Proxy Voting Procedures  B-1 

      2



      THE FUNDS

    Originally incorporated in the State of Delaware on December 5, 1933 as Group Securities, Inc., the Company became
    a Maryland corporation on February 28, 1973. On November 30, 1973, the Company’s name was changed to USLIFE
    Funds, Inc. On September 30, 1976, the Company’s name was changed to Sentinel Group Funds, Inc.

    On March 31, 1978, Sentinel Bond Fund, Inc. (formerly Sentinel Income Fund, Inc.) and Sentinel Growth Fund, Inc.,
    both managed, open-end, diversified investment companies incorporated in Maryland on October 24, 1968, were
    merged into the Company as separate classes of stock. On March 27, 1986, the Board of Directors of the Company
    (“Board” or “Directors”) created, as a new series of the Company, the Government Securities Fund.

    On March 1, 1993, the Company completed the acquisition of substantially all of the assets of eight ProvidentMutual
    Funds, and Sentinel Cash Management Fund, Inc. (“SCMF”) in exchange solely for common stock of the
    corresponding Funds of the Company that acquired such assets. In order to facilitate the acquisitions, on August 13,
    1992 the Board authorized the creation of three new series of the Company, namely, the Small Company, International
    Equity and Government Money Market Funds. From March 1, 1993 to March 29, 1994, the Small Company Fund’s
    name was Sentinel Aggressive Growth Fund, and from March 29, 1994 to March 31, 1997, the Small Company Fund’s
    name was Sentinel Emerging Growth Fund. Prior to July 1, 2002, the International Equity Fund’s name was the
    Sentinel World Fund. Prior to March 31, 1999, the Mid Cap Growth Fund’s name was Sentinel Growth Fund. Also on
    March 1, 1993, the Investment Advisory Agreement between the Company and Sentinel Advisers, Inc., an indirect
    wholly-owned subsidiary of National Life Insurance Company (“National Life”), and the Distribution Agreement
    between the Company and Equity Services, Inc. (“ESI”), also an indirect wholly-owned subsidiary of National Life,
    terminated, and were replaced by the advisory and distribution arrangements with Sentinel Advisers Company and
    SFSC, respectively. The Adviser later assumed the advisory business of Sentinel Advisors Company.

    On March 27, 1995, the Company completed the acquisition of substantially all of the assets of seven funds of The
    Independence Capital Group of Funds, Inc., in exchange solely for common stock of the corresponding Funds of the
    Company that acquired such assets. In order to facilitate the acquisitions, on December 15, 1994, the Board authorized
    the creation of two new series of the Company, namely, the New York Tax-Free Income and Short Maturity
    Government Funds. From March 27, 1995 to February 3, 1997, the Short Maturity Government Fund’s name was
    Sentinel Short-Intermediate Government Fund.

    On June 10, 1999, the Board authorized the creation of the Growth Index Fund as a new series of the Company. On
    December 9, 1999, the Board authorized the creation of the Sentinel Capital Opportunity Fund as a new series of the
    Company. Prior to September 23, 2005, the Sentinel Capital Opportunity Fund’s name was the Sentinel Flex Cap
    Opportunity Fund. On December 12, 2002, the Board authorized the creation of the Conservative Allocation Fund as a
    new series of the Company. Prior to November 1, 2006, the Conservative Allocation Fund’s name was Sentinel Capital
    Markets Income Fund. On December 11, 2003, the Board authorized the creation of the Core Mid Cap Fund as a new
    series of the Company.

    Effective at the close of the market on September 23, 2005, the Bond, Core Mid Cap and Growth Index Funds
    reorganized into the Government Securities Fund, the Mid Cap Growth Fund and the Sentinel Capital Opportunity
    Fund, respectively.

    On November 14, 2005, the Board authorized the creation of the Capital Growth and Growth Leaders Funds as new
    series of the Company. As of March 17, 2006, the Bramwell Growth and Bramwell Focus Funds, each a series of The
    Bramwell Funds, Inc., reorganized into the Capital Growth Fund and Growth Leaders Fund, respectively.

    On of March 30, 2007, the Sentinel Capital Opportunity Fund reorganized into the Capital Growth Fund.

    On December 7, 2006, the Board authorized the creation of the Mid Cap Value Fund and the Georgia Municipal Bond
    Fund as new series of the Company. As of May 4, 2007, the Synovus Georgia Municipal Bond and Synovus Mid Cap
    Value Funds, each a series of The Adviser’s Inner Circle Fund, reorganized into the Georgia Municipal Bond Fund and
    the Mid Cap Value Fund, respectively.

    On June 7, 2007, the Board authorized the creation of the Small/Mid Cap Fund, which was first offered December 3,
    2007.

    3



    On October 12, 2007, the Board authorized the creation of the Sustainable Core Opportunities Fund and the Sustainable
    Growth Opportunities Fund. As of April 4, 2008, the Citizens Core Growth Fund and Citizens Value Fund, each a
    series of Citizens Funds, reorganized into the Sustainable Core Opportunities Fund and the Citizens Emerging Growth
    Fund and Citizens Small Cap Core Growth Fund, also series of Citizens Funds, reorganized into the Sustainable Growth
    Opportunities Fund.

    On October 3, 2008, the High Yield Bond Fund reorganized into the Conservative Allocation Fund.

    Effective February 3, 2009, the Sentinel U.S. Treasury Money Market Fund was renamed the Government Money
    Market Fund. On November 13, 2009, the Government Money Market Fund was reorganized into an unaffiliated fund,
    and soon thereafter, the Government Money Market Fund was terminated as a series of the Company.

    On January 29, 2010, the Small/Mid Cap Fund was liquidated.

      FUNDAMENTAL INVESTMENT POLICIES

    Fundamental investment policies may not be changed without the approval of a majority of the outstanding shares. A
    vote of a majority of the outstanding shares for this purpose means the affirmative vote of the lesser of (1) 67% of
    shares present if more than 50% of the outstanding shares of the Fund are present in person or by proxy or (2) more
    than 50% of the outstanding shares of the Fund.

    Each Fund’s principal investment objective is a fundamental investment policy and the additional fundamental
    investment policies are listed below. Each Fund may not:

    • Borrow except from banks in an amount up to 5% of a Fund’s total assets for temporary or emergency purposes or to meet redemption requests that might otherwise require the untimely disposition of securities;

    • Purchase securities on margin;

    • Deal in real estate;

    • Act as an underwriter of securities issued by others;

    • Purchase from or sell to any officer, director or employee of the Company, the Adviser, SFSC or a subadviser (or any of their officers or directors) any securities other than Fund shares;

    • Invest in oil, gas or other mineral exploration or development programs or leases;

    • Invest more than 5% of its net assets in warrants valued at the lower of cost or market, or more than 2% of its net assets in warrants that are not listed on either the New York Stock Exchange or the American Stock Exchange;

    • Invest for the purposes of exercising control or management; or

    • Make short sales of securities.

    The Balanced Fund also:

  • May not invest more than 25% of its assets in securities of companies within a single industry;

  • May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or

      guaranteed     

    by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the

      Fund’s     

    total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10%

      of     

    the outstanding voting securities of that issuer;

  • May not invest in restricted securities (except 144A securities that are deemed liquid);

  • May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the

      U.     

    S. government, its agencies or instrumentalities, including mortgage-backed securities; and

  • May not invest in illiquid securities.

    The Capital Growth Fund also:

    • May not invest more than 25% of its assets in securities of companies within a single industry;

    • May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;

    4



    • May not invest in restricted securities;

    • May not invest more than 15% of net assets in illiquid securities; and

    • May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities.

    The Common Stock Fund also:

    · May not invest more than 25% in securities of companies within a single industry;

    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;· May not invest in restricted securities;· May not invest in illiquid securities; and· May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities.

    The Conservative Allocation Fund also:

    · May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities;· May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;· May not invest more than 25% of its assets in securities of companies within a single industry; and· May not invest more than 15% of its assets in illiquid securities.

    The Georgia Municipal Bond Fund also:

    · Must invest at least 80% of its net assets in Georgia municipal obligations; and· May not invest more than 15% of net assets in illiquid securities.

    The Government Securities Fund also:

    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;· May not invest in restricted securities; and· May not invest in illiquid securities.

    The Growth Leaders Fund also:

    · May not invest more than 25% in securities of companies within a single industry;· May not invest in restricted securities; and· May not invest more than 15% of net assets in illiquid securities.

    The International Equity Fund also:

    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;· May not invest in restricted securities;· May not invest in illiquid securities;· May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities; and· May not invest more than 25% of its assets in securities of companies within a single industry.

    The Mid Cap Fund also:

    5



    · May not invest more than 25% of its assets in securities of companies within a single industry;

    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;· May not invest in restricted securities;· May not invest in illiquid securities; and· May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities.

    The Mid Cap Value Fund also:

    · May not invest more than 25% of its assets in securities of companies within a single industry;· May not invest more than 15% of its net assets in restricted securities; and· May not invest more than 15% of its net assets in illiquid securities.

    The Short Maturity Government Fund also:

    • May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer;

    • May not invest in restricted securities; and

    • May not invest in illiquid securities.

    The Small Company Fund also:

  • May not invest more than 25% of its assets in securities of companies within a single industry;

  • May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or

      guaranteed     

    by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the

      Fund’s     

    total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10%

      of     

    the outstanding voting securities of that issuer;

  • May not invest in restricted securities;

  • May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the

      U.     

    S. government, its agencies or instrumentalities, including mortgage-backed securities; and

  • May not invest in illiquid securities.

    The Sustainable Core Opportunities Fund also:
    · May not invest more than 25% of its assets in securities of companies within a single industry;
    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or
    guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the
    Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10%
    of the outstanding voting securities of that issuer;

    · May not invest more than 15% of its net assets in illiquid securities; and

    · May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities.


    The Sustainable Growth Opportunities Fund also:
    · May not invest more than 25% of its assets in securities of companies within a single industry;
    · May not, with respect to 75% of its total assets, purchase securities of any issuer (except securities issued or
    guaranteed by the U.S. government or its agencies or instrumentalities) if, as a result, (a) more than 5% of the
    Fund’s total assets would be invested in the securities of that issuer or (b) the Fund would hold more than 10%
    of the outstanding voting securities of that issuer;

    · May not invest more than 15% of its net assets in illiquid securities; and

    · May not invest more than 5% of its assets in a single issuer other than securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including mortgage-backed securities.


    6



    For purposes of the Funds’ fundamental policy, “industry” is based on the Standard & Poor’s and Morgan Stanley
    Capital International’s Global Industry Classification Standards (“GICS”). Holdings in pooled investment vehicles,
    such as exchange-traded funds, or other securities that are not classified by GICS will be classified as the Adviser
    deems reasonable based on the primary characteristics of the security.

      NON-FUNDAMENTAL INVESTMENT POLICIES

    Non-fundamental investment policies are established and may be changed by the Board. The following are the Funds’
    non-fundamental investment policies.

    To the extent a Fund invests in derivatives, it will observe the following limitations:

    • It may not hold more than 5% of its total assets in the aggregate in options on individual securities, options on securities indices, and futures contracts.

    • It will buy options on individual securities only to hedge underlying securities that are owned by the Fund, or to close out transactions in options written.

    • It will sell options on individual securities only to generate additional income on securities that are owned by the Fund, or to close out transactions in options purchased.

    • It will sell options on securities indices or futures on securities indices only to hedge portfolio risks, or to close out positions in such index options or futures that had previously been purchased. As such, a Fund shall not sell such index options or futures with aggregate notional amounts in excess of that Fund’s exposure to the market or sector covered by such index option or future.

    • It will purchase options on securities indices or futures on securities indices only in anticipation of buying securities related to the index, or to close out positions in such index options or futures that the Fund had previously sold. In purchasing such index options or futures, it must set aside cash or short-term money market investments so as to ensure that the purchase of such index options or futures does not result in leveraging the Fund’s portfolio.

    • It will enter into interest rate swap transactions and total return swaps on fixed income indices only in circumstances in which there is no leveraging of credit risk in the portfolio, or in which significant diversification or reduction of credit risk results.

    • It will enter into default swaps on fixed-income securities only for the purpose of hedging credit risk on securities owned by the Fund, and will not take on additional credit risk through the use of default swaps.

    • When entering into swap agreements, it will segregate cash or appropriate liquid securities in an amount equal to its obligations under swap agreements; when an agreement provides for netting of the payments by the two parties, the Fund will segregate only the amount of its net obligation, if any.

    • When transacting in OTC derivatives involving counterparty risk, it will deal only with counterparties that meet appropriate credit guidelines, and will limit exposure to any counterparty such that the sum of the value of all portfolio securities held by the Fund of which the issuer is the counterparty or an affiliate of the counterparty, plus the exposure to the counterparty in respect of the OTC options, does not exceed 5% of the total assets of the Fund.

    In addition, to comply with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), at least 50%
    of each Fund’s total assets must be comprised of individual issues, each of which represents no more than 5% of such
    Fund’s total assets and no more than 10% of the issuer’s outstanding voting securities. Those issues which represent
    more than 5% of the Fund’s total assets must be limited in the aggregate to 50% of such Fund’s total assets, provided,
    however, that no more than 25% of the Fund’s total assets may be invested in any one issuer or in qualified publicly-
    traded partnerships.

    Each of the Funds may invest up to 10% of its total assets in the securities of other investment companies, but may not
    invest more than 5% of its total assets in the securities of any one investment company or acquire more than 3% of the
    outstanding securities of any one investment company, unless it does so in reliance on a statutory exemption under the
    Investment Company Act of 1940 (the “1940 Act”) or related rules or SEC staff interpretations.

    Each Fund may not have on loan at any given time securities representing more than 33-1/3% of its total assets. For the
    sole purpose of calculating this limit, loan collateral can be included as part of the Fund’s total assets, which means that
    a Fund could lend up to 50% of its total assets before the securities loan.

    7



    Each Fund may not invest in commodities or commodity contracts, except that a Fund may do so in accordance with
    applicable law and the Fund’s prospectus and statement of additional information, as they may be amended from time
    to time, to the extent it may do so without registering as a commodity pool operator under the Commodity Exchange
    Act.

    Each Fund may not issue senior securities to the extent such issuance would violate applicable law. The 1940 Act
    currently generally defines a “senior security” as any bond, debenture, note, or similar obligation or instrument
    constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to
    distribution of assets or payment of dividends. With certain exceptions, the 1940 Act prohibits the Fund from issuing
    senior securities. For example, the Fund may borrow from any bank if it maintains an asset coverage of at least 300%
    in the aggregate provided that, in the event that such asset coverage falls below 300%, the Fund must, within three days
    (not including Sundays and holidays), reduce the amount of its borrowings to attain the 300% asset coverage.

    The Balanced Fund:

    • Must invest at least 25% of its assets in bonds;

    • Must invest at least 25% of its assets in common stocks;

    • May only purchase securities rated B3 or lower by Moody’s or lower than B- by Standard and Poor’s if the Fund’s investment adviser believes the quality of the bonds is higher than indicated by the rating;

    • May not invest more than 20% of its total assets in debt securities that are rated below “investment grade” (or, if not rated, which the Adviser determines possess similar credit characteristics);

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Capital Growth Fund

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Fund’s investment adviser believes that adverse market or other conditions warrant;

    • May not invest more than 25% of its net assets in stocks of foreign issuers, although only where they are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Common Stock Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in common stock, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Fund’s investment adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Conservative Allocation Fund:

    • Must invest at least 30% of its total assets in U.S. Treasury and agency securities, mortgage-backed securities, dollar roll transactions, and investment-grade corporate bonds;

    • May not invest more than 35% of its total assets in U.S. dollar-denominated investment-grade bonds issued by companies located in or that conduct their business mainly in one or more foreign countries;

    • May not invest more than 45% of its total assets in below investment-grade bonds, which may include bonds issued by companies located in or that conduct their business mainly in one or more foreign countries;

    • May not invest more than 50% of its total assets in equity or equity-related securities, including up to 10% of total assets in common stocks of established companies located in or that conduct their business mainly in one or more foreign countries, including emerging markets;

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Fund’s investment adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Georgia Municipal Bond Fund also:

    8



    • May not invest more than 25% of its net assets in repurchase agreements; and

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if GLOBALT believes that adverse market or other conditions warrant. This is to attempt to protect the Fund’s assets from a temporary unacceptable risk of loss. If the Fund takes a temporary defensive position, it may not achieve its investment objective.

    The Government Securities Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in government securities, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May not invest more than 20% of its net assets in high-quality, money-market instruments that are not issued or guaranteed by the U.S. government or its agencies or instrumentalities; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Growth Leaders Fund:

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Adviser believes that adverse market or other conditions warrant;

    • May not invest more than 25% of its net assets in stocks of foreign issuers, although only where they are trading in the U.S. or Canada and only where trading is denominated in U.S. or Canadian dollars; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The International Equity Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in equity securities unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May not invest more than 40% of its assets in any one country;

    • Must normally be invested in ten or more foreign countries;

    • May not invest more than 20% of its total assets in emerging markets;

    • Must invest at least 75% of its total assets in securities of non-U.S. issuers;

    • May not invest more than 25% of its total assets in companies organized in the United States, and only if they have at least 50% of their assets and/or revenues outside the United States;

    • May not invest in convertible or debt securities rated below Baa by Moody’s Investors Service, Inc. or BBB or higher by Standard & Poor’s;

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Mid Cap Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in mid cap companies, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Mid Cap Value Fund also:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in mid cap companies, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if Steinberg believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Short Maturity Government Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in U.S. government securities with average lives, at the time of purchase, of three years or less, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May not invest more than 20% of its net assets in high-quality, money market instruments that are not issued or guaranteed by the U.S. government or its agencies or instrumentalities; and

    9



    · May not invest more than 25% of its net assets in repurchase agreements.

    The Small Company Fund:

    • May not change its policy of investing, under normal circumstances, at least 80% of its assets in small companies, unless the Fund provides its shareholders with 60 days’ prior written notice of such change;

    • May not invest more than 5% of its total assets in debt securities that are rated below “investment grade” (or, if not rated, which the Adviser determines possess similar credit characteristics);

    • May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for temporary defensive reasons if the Adviser believes that adverse market or other conditions warrant; and

    • May not invest more than 25% of its net assets in repurchase agreements.

    The Sustainable Core Opportunities Fund:
    · May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for
    temporary defensive reasons if the Fund’s investment adviser believes that adverse market or other conditions
    warrant; and
    · May not invest more than 25% of its net assets in repurchase agreements.

    The Sustainable Growth Opportunities Fund:
    · May invest up to 100% of its assets in cash, commercial paper, high-grade bonds, or cash equivalents for
    temporary defensive reasons if the Fund’s investment adviser believes that adverse market or other conditions
    warrant; and
    · May not invest more than 25% of its net assets in repurchase agreements.

    Fundamental and non-fundamental investment policies are considered at the time that portfolio securities are purchased.
    If a percentage restriction is satisfied at the time of investment, a later increase or decrease in such percentage resulting
    from a change in asset value will not constitute a violation of the restriction.

      ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

    Derivative Transactions.

    General. The Conservative Allocation Fund and the fixed income Funds may (a) purchase and sell exchange traded and
    over-the-counter (“OTC”) put and call options on fixed income securities and indices of fixed income securities, (b)
    purchase and sell futures contracts on fixed income securities and indices of fixed income securities, and (c) enter into
    interest rate swaps, total return swaps on fixed income indices, and default swaps.

    The Balanced, Capital Growth, Common Stock, Conservative Allocation, Growth Leaders, International Equity, Mid
    Cap, Mid Cap Value, Small Company, Sustainable Core Opportunities and Sustainable Growth Opportunities Funds
    may purchase and sell (a) exchange traded and OTC put and call options on equity securities and indices of equity
    securities, (b) futures contracts on indices of equity securities, and (c) other securities that replicate the performance of
    specific “baskets” of stocks.

    Each of these Funds may utilize options and futures contracts to manage its exposure to changing interest rates and/or
    security prices. Some options and futures strategies, including selling futures contracts and buying puts, tend to hedge a
    Fund’s investments against price fluctuations. Other strategies, including buying futures contracts, writing puts and
    calls, and buying calls, tend to increase market exposure.

    The Conservative Allocation Fund may engage in the derivatives transactions permitted for the fixed-income Funds
    with respect to its fixed income investments, and may engage in covered call option writing with respect to its equity
    securities, but may not otherwise engage in the derivatives transactions permitted for the equity Funds.

    The use of options and futures is a highly specialized activity which involves investment strategies and risks different
    from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will
    increase a Fund’s return. While the use of these instruments by a Fund may reduce certain risks associated with owning
    its portfolio securities, these techniques themselves entail certain other risks. If the Adviser or a subadviser applies a

    10



    strategy at an inappropriate time or judges market conditions or trends incorrectly, options and futures strategies may
    lower a Fund’s return. Certain strategies limit a Fund’s possibilities to realize gains as well as limiting its exposure to
    losses. A Fund could also experience losses if the prices of its options and futures positions were poorly correlated with
    its other investments, or if it could not close out its positions because of an illiquid secondary market. In addition, a
    Fund will incur transaction costs, including trading commissions and option premiums, in connection with its futures
    and options transactions and these transactions could significantly increase the Fund’s turnover rate.

    No Fund may purchase or sell derivative instruments if, as a result, the aggregate initial margin and options premiums
    required to establish these positions exceed 5% of the total assets of such Fund.

    Purchasing Put Options. By purchasing a put option, a Fund obtains the right (but not the obligation) to sell the
    instrument underlying the option at a fixed strike price. In return for this right, the Fund pays the current market price
    for the option (known as the option premium). Options have various types of underlying instruments, including specific
    securities, indices of securities, and indices of securities prices. A Fund may terminate its position in a put option it has
    purchased by allowing it to expire or by exercising the option. A Fund may also close out a put option position by
    entering into an offsetting transaction, if a liquid market exists. If the option is allowed to expire, the Fund will lose the
    entire premium it paid. If a Fund exercises a put option on a security, it will sell the instrument underlying the option at
    the strike price. If a Fund exercises an option on an index, settlement is in cash and does not involve the actual sale of
    securities. If an option is American Style, it may be exercised on any day up to its expiration date. A European Style
    option may be exercised only on its expiration date.

    The buyer of a typical put option can expect to realize a gain if the price of the underlying instrument falls substantially.
    However, if the price of the instrument underlying the option does not fall enough to offset the cost of purchasing the
    option, a put buyer can expect to suffer a loss (limited to the amount of the premium paid, plus related transaction
    costs).

    The Funds may purchase put options, but will not sell, or write, put options on individual securities, except to close out
    put options previously purchased.

    Selling (Writing) Call Options. The features of call options are essentially the same as those of put options, except that
    the purchaser of a call option obtains the right to purchase, rather than sell, the instrument underlying the option at the
    option’s strike price. A call buyer typically attempts to participate in potential price increases of the instrument
    underlying the option with risk limited to the cost of the option if security prices fall. At the same time, the buyer can
    expect to suffer a loss if the underlying security price does not rise sufficiently to offset the cost of the option. The
    Funds will not purchase call options on individual securities, except to close out call options previously sold, but may
    sell, or write, call options on individual securities.

    Writing a call option obligates a Fund to sell or deliver the option’s underlying instrument in return for the strike price
    upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except
    that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option
    premium a call writer offsets part of the effect of a price decline. At the same time, because a call writer must be
    prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call
    writer gives up some ability to participate in security price increases.

    The writer of an exchange traded put or call option on a security, an index of securities or a futures contract is required
    to deposit cash or securities or a letter of credit as margin and to make mark-to-market payments of variation margin as
    the position becomes unprofitable.

    Options on Indices. Each Fund that is permitted to enter into options transactions may purchase and sell (write) put and
    call options on any securities index based on securities in which the Fund may invest. Options on securities indices are
    similar to options on securities, except that the exercise of securities index options is settled by cash payment and does
    not involve the actual purchase or sale of securities. In addition, these options are designed to reflect price fluctuations
    in a group of securities or segment of the securities market rather than price fluctuations in a single security. A Fund, in
    purchasing or selling index options, is subject to the risk that the value of its portfolio securities may not change as
    much as an index because the Fund’s investments generally will not match the composition of an index.

      11



    For a number of reasons, a liquid market may not exist and thus a Fund may not be able to close out an option position
    that it has previously entered into. When a Fund purchases an OTC option, it will be relying on its counterparty to
    perform its obligations, and a Fund may incur additional losses if the counterparty is unable to perform.

    Futures Contracts. When a Fund purchases a futures contract, it agrees to purchase a specified quantity of an
    underlying instrument at a specified future date or to make a cash payment based on the value of a securities index.
    When a Fund sells a futures contract, it agrees to sell a specified quantity of the underlying instrument at a specified
    future date or to receive a cash payment based on the value of a securities index. The price at which the purchase and
    sale will take place is fixed when a Fund enters into the contract. Futures can be held until their delivery dates or the
    position can be (and normally is) closed out before then. There is no assurance, however, that a liquid market will exist
    when a Fund wishes to close out a particular position.

    When a Fund purchases a futures contract, the value of the futures contract tends to increase and decrease in tandem
    with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a Fund’s
    exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the
    underlying instrument directly. When a Fund sells a futures contract, by contrast, the value of its futures position will
    tend to move in a direction contrary to the value of the underlying instrument. Selling futures contracts, therefore, will
    tend to offset both positive and negative market price changes, much as if the underlying instrument has been sold.

    The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the
    contract is held until the delivery date. However, when a Fund buys or sells a futures contract it will be required to
    deposit “initial margin” with its custodian in a segregated account in the name of its futures broker, known as a futures
    commission merchant (“FCM”). Initial margin deposits are typically equal to a small percentage of the contract’s value.
    If the value of either party’s position declines, that party will be required to make additional “variation margin”
    payments equal to the change in value on a daily basis. The party that has a gain may be entitled to receive all or a
    portion of this amount. A Fund may be obligated to make payments of variation margin at a time when it is
    disadvantageous to do so. Furthermore, it may not always be possible for a Fund to close out its futures positions. Until
    it closes out a futures position, a Fund will be obligated to continue to pay variation margin. Initial and variation margin
    payments do not constitute purchasing on margin for purposes of the Fund’s investment restrictions. In the event of the
    bankruptcy of an FCM that holds margin on behalf of a Fund, the Fund may be entitled to return of margin owed to it
    only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the Fund.

    Each Fund will segregate liquid assets in connection with its use of options and futures to the extent required by the
    staff of the SEC. Securities held in a segregated account cannot be sold while the futures contract or option is
    outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that segregation of a
    large percentage of a Fund’s assets could impede portfolio management or the Fund’s ability to meet redemption
    requests or other current obligations.

    Correlation of Price Changes. Because there are a limited number of types of exchange-traded options and futures
    contracts, it is likely that the standardized options and futures contracts available will not match a Fund’s current or
    anticipated investments exactly. A Fund may invest in options and futures contracts based on securities with different
    issuers, maturities, or other characteristics from the securities in which it typically invests, which involves a risk that the
    options or futures position will not track the performance of the Fund’s other investments.

    Options and futures contracts prices can also diverge from the prices of their underlying instruments, even if the
    underlying instruments match the Fund’s investments well. Options and futures contracts prices are affected by such
    factors as current and anticipated short term interest rates, changes in volatility of the underlying instrument, and the
    time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
    correlation also may result from differing levels of demand in the options and futures markets and the securities
    markets, structural differences in how options and futures and securities are traded, or imposition of daily price
    fluctuation limits or trading halts. A Fund may purchase or sell options and futures contracts with a greater or lesser
    value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in
    volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a
    Fund’s options or futures positions are poorly correlated with its other investments, the positions may fail to produce
    anticipated gains or result in losses that are not offset by gains in other investments.

      12



    Liquidity of Options and Futures Contracts. There is no assurance a liquid market will exist for any particular options
    or futures contract at any particular time, even if the contract is traded on an exchange. In addition, exchanges may
    establish daily price fluctuation limits for options and futures contracts and may halt trading if a contract’s price moves
    up or down more than the limit on a given day. On volatile trading days when the price fluctuation limit is reached or a
    trading halt is imposed, it may be impossible for a Fund to enter into new positions or close out existing positions. If the
    market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of
    unfavorable positions, and could potentially require a Fund to continue to hold a position until delivery or expiration
    regardless of changes in its value. As a result, a Fund’s access to other assets held to cover its options or futures
    positions also could be impaired.

    Swaps. Swaps are privately negotiated over-the-counter derivative products in which two parties agree to exchange
    payment streams calculated in relation to a rate, index, instrument or certain securities and a particular “notional
    amount”. Swaps may involve an interest rate (fixed or floating), a commodity price index, or a security, securities index
    or a combination thereof. A great deal of flexibility is possible in the way the products may be structured, with the
    effect being that the parties may have exchanged amounts equal to the return on one rate, index or group of securities
    for another. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a
    fixed interest rate, and the other make payments equivalent to a specified interest rate index. A fixed-income Fund may
    engage in simple or more complex swap transactions involving a wide variety of underlying instruments or rates.

    Swaps are credit-intensive products. A Fund that enters into a swap transaction bears the risk of default (i.e.,
    nonpayment) by the other party to the swap. The internal limitation below which deals with counterparty risk is
    intended to reduce this risk to the extent reasonably practicable, but it cannot eliminate entirely the risk that a
    counterparty to a swap, or another OTC derivative, will default. Consistent with current market practices, a Fund will
    generally enter into swap transactions on a net basis, and all swap transactions with the same party will be documented
    under a single master agreement to provide for a net payment upon default. In addition, a Fund’s obligations under an
    agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued, but unpaid, net
    amounts owed to the other party to a master agreement will be covered by the maintenance of a segregated account
    consisting of cash or liquid securities.

    Interest rate and total return swaps generally do not involve the delivery of securities, other underlying assets, or
    principal. In such case, if the other party to an interest rate or total return swap defaults, a Fund’s risk of loss will
    consist of the payments that a Fund is contractually entitled to receive from the other party. If there is a default by the
    other party, a Fund may have contractual remedies under the agreements related to the transaction. A credit default
    swap involves a protection buyer and a protection seller. The Fund may be either a protection buyer or seller. The
    protection buyer makes periodic premium payments to the protection seller during the swap term in exchange for the
    protection seller agreeing to make certain defined payments to the protection buyer in the event certain defined credit
    events occur with respect to a particular security, issuer or basket of securities.

    Position Limits. Futures exchanges can limit the number of futures and options on futures contracts that can be held or
    controlled by an entity. If an adequate exemption cannot be obtained, a Fund may be required to reduce the size of its
    futures and options positions or may not be able to trade a certain futures or options contract in order to avoid exceeding
    such limits.

    Commodity Pool Operator. The use of derivative instruments is subject to applicable regulations of the Commodity
    Futures Trading Commission (“CFTC”). The Company has filed a notice of eligibility for exclusion from the definition
    of the term “commodity pool operator” in accordance with Rule 4.5 under the Commodity Exchange Act (“CEA”) and,
    therefore, is not subject to registration or regulation by the CFTC as a commodity pool operator under the CEA.

    Asset Coverage for Futures Contracts and Options. The Funds will comply with guidelines established by the SEC
    with respect to coverage of options and futures contracts by mutual funds, and if the guidelines so require, will set aside
    appropriate liquid assets in a segregated custodial account in the amount prescribed. Securities held in a segregated
    account cannot be sold while the futures contract or option is outstanding, unless they are replaced with other suitable
    assets. As a result, there is a possibility that segregation of a large percentage of a Fund’s assets could impede portfolio
    management or the Fund’s ability to meet redemption requests or other current obligations.

    Additional Risk Factors of OTC Transactions. Derivatives traded in OTC markets, including swaps and OTC options,
    involve substantial liquidity risk. The absence of liquidity may make it difficult or impossible for the Fund to sell such

      13



    instruments promptly at an acceptable price. The absence of liquidity may also make it more difficult for the Fund to
    ascertain a market value for such instruments. Because derivatives traded in OTC markets are not guaranteed by an
    exchange or clearing corporation and generally do not require payment of margin, to the extent that the Fund has
    unrealized gains in such instruments or has deposited collateral with its counterparty the Fund is at risk that its
    counterparty will become bankrupt or otherwise fail to honor its obligations.

    Exchange-Traded Funds. Exchange-traded funds (“ETF”) represent shares of ownership in mutual funds or unit
    investment trusts (“UIT”), that hold portfolios of securities that closely track the performance and dividend yield of
    specific domestic or foreign market indices. An index-based ETF seeks to track the performance of a particular index
    by holding in its portfolio either the contents of the index or a representative sample of the securities in the index.
    Unlike typical open-end mutual funds or UITs, ETFs do not sell or redeem their individual shares at net asset value
    (“NAV”). Instead, ETFs sell and redeem their shares at NAV only in large blocks (such as 50,000 shares). In addition,
    national securities exchanges list ETF shares for trading, which allows investors to purchase and sell individual ETF
    shares among themselves at market prices throughout the day. ETFs therefore possess characteristics of traditional
    open-end mutual funds and UITs, which issue redeemable shares, and of closed-end mutual funds, which generally
    issue shares that trade at negotiated prices on national securities exchanges and are not redeemable.

    Foreign Currency Transactions. The value of the assets of the International Equity Fund, and the portion of the
    Conservative Allocation Fund investing in foreign securities, as measured in U.S. dollars may be affected favorably or
    unfavorably by changes in foreign currency exchange rates and exchange control regulations, and these Funds may
    incur costs in connection with conversions between various currencies.

    The Funds will conduct their foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate
    prevailing in the foreign currency exchange market or through the use of forward contracts to purchase or sell foreign
    currencies. A forward foreign currency exchange contract involves an obligation by a Fund to purchase or sell a specific
    amount of currency at a future date, which may be any fixed number of days from the date of the contract agreed upon
    by the parties, at a price set at the time of the contract. These contracts are transferable in the interbank market
    conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract
    generally has no deposit requirements, and no commissions are charged at any stage for trades. Neither type of foreign
    currency transaction will eliminate fluctuations in the prices of the Funds’ portfolio securities or prevent loss if the
    prices of such securities should decline.

    The Conservative Allocation and International Equity Funds may enter into forward foreign currency exchange
    contracts only under two circumstances. First, when the Fund enters into a contract for the purchase or sale of a security
    denominated in a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. The Fund will then
    enter into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency
    involved in the underlying securities transactions; in this manner the Fund will be better able to protect itself against a
    possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign
    currency during the period between the date the securities are purchased or sold and the date on which payment is made
    or received.

    Second, when the Adviser believes that the currency of a particular foreign country may suffer a substantial decline
    against the U.S. dollar, a Fund may enter into a forward contract to sell, for a fixed amount of dollars, the amount of
    foreign currency approximating the value of some or all of the Fund’s securities denominated in such foreign currency.
    The precise matching of the forward contract amounts and the value of the securities involved generally will not be
    possible since the future value of those securities may change between the date the forward contract is entered into and
    the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful
    execution of a short-term hedging strategy is highly uncertain. The Adviser does not intend to enter into such forward
    contracts under this second circumstance on a regular or continuous basis. The Funds will not enter into such forward
    contracts or maintain a net exposure to such contracts when the consummation of the contracts would obligate the
    Funds to deliver an amount of foreign currency in excess of the value of the Funds’ securities or other assets
    denominated in that currency. The Adviser believes that it is important to have the flexibility to enter into such forward
    contracts when it determines that to do so is in the best interest of the Funds. The Funds’ custodian bank segregates
    cash or equity or debt securities in an amount not less than the value of the Funds’ total assets committed to forward
    foreign currency exchange contracts entered into under the second circumstance. If the value of the securities
    segregated declines, additional cash or securities are added so that the segregated amount is not less than the amount of
    the Funds’ commitments with respect to such contracts. Under normal circumstances, the Funds expect that any

      14



    appreciation (depreciation) on such forward exchange contracts will be offset approximately by the (depreciation)
    appreciation in translation of the underlying foreign investment arising from fluctuations in foreign currency exchange
    rates.

    The Funds will experience the unrealized appreciation or depreciation from the fluctuation in a foreign currency
    forward contract as an increase or decrease in the Funds’ net assets on a daily basis, thereby providing an appropriate
    measure of the Funds’ financial position and changes in financial position.

    Foreign Securities. Foreign securities are typically subject to different taxation, regulation, trading volume and currency
    controls, than U.S. securities, as well as the possibility of expropriation and lack of uniform accounting and reporting
    standards than U.S. securities. While there may be investment opportunities in foreign securities, there also may be
    investment risks not usually associated with U.S. securities.

    Foreign securities investments may be affected by changes in currency, rates or exchange control regulations, changes
    in governmental administration or economic or monetary policy (in the United States and abroad) or changed
    circumstances in dealings between nations. Dividends paid by foreign issuers may be subject to withholding and other
    foreign taxes that may decrease the net return on these investments as compared to dividends paid to the Fund by
    domestic corporations. There may be less publicly available information about foreign issuers than about domestic
    issuers, and foreign issuers are not subject to uniform accounting, auditing and financial reporting standards and
    requirements comparable to those of domestic issuers. Securities of some foreign issuers are less liquid and more
    volatile than securities of comparable domestic issuers and foreign brokerage commissions are generally higher than
    commissions in the United States. Foreign securities markets may also be less liquid, more volatile and subject to less
    government supervision than those in the United States. Investments in foreign countries could be affected by other
    factors not present in the United States, including expropriation, confiscatory taxation and potential difficulties in
    enforcing contractual obligations. Securities purchased on foreign exchanges may be held in custody by a foreign bank
    or a foreign branch of a domestic bank.

    American Depositary Receipts (ADRs) and American Depositary Shares (ADSs) are traded in U.S. securities markets
    and represent the securities of foreign issuers. While ADRs and ADSs may not necessarily be denominated in the same
    currency as the foreign securities they represent, many of the risks associated with foreign securities may also apply to
    ADRs and ADSs.

    The investments the Conservative Allocation and International Equity Funds make in Taiwanese companies are subject
    to the risks of the continuing hostility between China and Taiwan. In addition, Taiwan’s growth has to a significant
    degree been export-driven with the U.S. as a key market. Therefore, Taiwan is affected by changes in the economies of
    the U.S. and other primary trading partners and by competing export-driven Asian economies. Also, Taiwan, as an
    island, has very limited natural resources, resulting in dependence on foreign sources particularly for energy.

    The Korean government has historically imposed significant restrictions and controls on foreign investors. Under the
    current regulations, foreign investors are allowed to invest in almost all shares listed on the Korean Stock Exchange.
    From time to time, many of the securities trade among non-Korean residents at a premium over the market price.
    Foreign investors may effect transactions with other foreign investors off the exchange in the shares of companies that
    have reached the maximum aggregate foreign ownership limit through a securities company in Korea. These
    transactions typically occur at a premium over prices on the exchange. Investment in Korean companies subjects the
    Conservative Allocation and International Equity Funds to the risks of political, economic or social instability in Korea,
    and to changes in Korean law or regulations. In addition, there is the possibility of the imposition of currency-exchange
    controls, foreign withholding tax on the interest income payable on such instruments, foreign controls, seizure or
    nationalization of foreign deposits or assets, or the adoption of other government restrictions. Korea is also subject to
    political instability and/or military conflict. The Funds are not expected to be subject to any Korean income taxes other
    than Korean withholding taxes. However, there may be changes in the treaty provisions, which may cause significant
    additional withholding or other taxes to apply to the Funds.

    Foreign investment in the securities of issuers in India is usually restricted or controlled to some degree. In India,
    “Foreign Institutional Investors” (“FIIs”) may predominately invest in exchange-traded securities (and securities to be
    listed, or those approved on the over-the-counter exchange of India) subject to certain conditions. FIIs have to apply for
    registration to the Securities and Exchange Board of India and to the Reserve Bank of India for permission to trade in
    Indian securities. The International Equity Fund and the Conservative Allocation Fund have registered to trade in India.

      15



    FIIs are required to observe certain investment restrictions, including ownership ceilings on the total issued share
    capital of any one company. Under normal circumstances, income, gains and initial capital with respect to such
    investments are freely repatriatable, subject to payment of applicable Indian taxes. However, there can be no assurance
    that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons,
    will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime
    applicable to FIIs in a way that may adversely affect the ability of the Fund to repatriate its income and capital.

    The Conservative Allocation and International Equity Funds may invest in the stock of “passive foreign investment
    companies” (“PFICs”) in accordance with their investment objectives, policies and restrictions. A PFIC is a foreign
    corporation that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive or (2) an
    average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain
    circumstances, the Fund may be subject to federal income tax on a any “excess distribution” (which is made up of a
    defined portion of distributions to shareholders of the PFIC and any gain on their disposition of the PFIC stock), plus
    interest thereon, even if the Fund distributes such income as a taxable dividend to its shareholders. The balance of the
    PFIC income will be included in the Fund’s investment company taxable income and, accordingly, will not be taxable
    to it to the extent that income is distributed to its shareholders. If the Fund invests in a PFIC and elects to treat the PFIC
    as a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest charge, the Fund will be required to
    include in income each year its pro rata share of the QEF’s annual ordinary earnings and net capital gain (the excess of
    net long-term capital gain over net short-term capital loss) -- which probably would have to be distributed to its
    shareholders to satisfy the Fund’s Distribution Requirement and avoid imposition of the Excise Tax -- even if those
    earnings and gain were not received by the Fund. In most instances it will be very difficult, if not impossible, to make
    this election because of certain requirements thereof. Finally, neither of the foregoing will apply if the Fund elects to
    mark-to-market the gains of the PFIC annually. In such a case, these gains will be treated as ordinary income.

    Illiquid and Restricted Securities. Each of the Conservative Allocation, Mid Cap Value, Sustainable Core Opportunities
    and Sustainable Growth Opportunities Funds may invest in illiquid and restricted securities with up to 15% of its net
    assets. In addition, the small- and mid-capitalization companies in which the Mid Cap, Mid Cap Value, Small
    Company, and Sustainable Growth Opportunities Funds invest and the municipal securities in which the Georgia
    Municipal Bond Fund invests may become illiquid. The Balanced Fund may not invest in illiquid securities, except
    Rule 144A securities that are deemed liquid. In promulgating Rule 144A under the Securities Act of 1933 (“Securities
    Act”), the SEC stated that although the ultimate responsibility for liquidity determinations rests with a fund’s board of
    directors, the board may delegate the day-to-day function of determining liquidity to the investment adviser provided
    the board retains sufficient oversight. The Board will consider the adoption of policies and procedures for the Balanced
    and Conservative Allocation Funds for the purpose of determining whether Rule 144A Securities and, for the
    Conservative Allocation Fund, corporate loans, in which such Fund proposes to invest are liquid or illiquid and will
    consider guidelines under these policies and procedures pursuant to which the Adviser will make these determinations
    on an ongoing basis. In making these determinations, consideration will be given to, among other things, the frequency
    of trades and quotes for the investment, the number of dealers willing to sell the investment and the number of potential
    purchasers, dealer undertakings to make a market in the investment, the nature of the investment, the time needed to
    dispose of the investment, the method of soliciting offers, and the mechanics of transfer. The Board will review
    periodically purchases and sales of Rule 144A Securities by the Balanced and Conservative Allocation Funds, and
    corporate loans by the Conservative Allocation Fund.

    To the extent that liquid Rule 144A Securities or corporate loans or other securities in which the Funds invest become
    illiquid, due to the lack of sufficient qualified institutional buyers or market or other conditions, the Adviser, under the
    supervision of the Board, will consider appropriate measures to enable the Fund to maintain sufficient liquidity for
    operating purposes and to meet redemption requests. If institutional trading in restricted securities were to decline to
    limited levels, the liquidity of these Funds could be adversely affected.

    If an investment becomes illiquid, the affected Fund’s Adviser will determine the best course of action to permit the
    Fund to realize maximum value, which could include, among other possibilities, continuing to hold or seeking a private
    sale.

    Initial Public Offerings. From time to time, the Adviser or Steinberg may invest for a client, including the Funds, in
    securities being offered in an initial or secondary public offering (“IPO”), if the Adviser or Steinberg believes the
    investment is appropriate and desirable for that client. In making this judgment, the Adviser or Steinberg may consider,
    among other things, the client’s investment objectives, restrictions and tax circumstances; the client’s tolerance for risk

      16



    and high portfolio turnover; the nature, size and investment merits of the IPO; the size of the client’s account, cash
    availability, other holdings, asset allocation and other current or expected competing investment opportunities that may
    be available for the account; if the Adviser or Steinberg contemplates holding the investment for the client’s account, as
    opposed to immediately selling it, whether a meaningful position in the IPO securities could be obtained for the
    account; and expected transaction, custodial and other costs to the client in making the investment. The Adviser or
    Steinberg also may consider the number and nature of the account’s past participation in IPOs and any indicators of the
    client’s contribution to the availability of the particular investment opportunity or IPO investment opportunities
    generally, including the amount of brokerage commissions and underwriter compensation generated by the client
    account. After weighing these and other relevant factors, the Adviser or Steinberg may decide to invest in a particular
    IPO for some but not all clients, or for no clients. IPO investments made may be in amounts that are not equal or
    proportionate to the participating account’s asset size. The Adviser or Steinberg may make different investment
    decisions for different clients about the same IPO.

    A Fund or other client’s access to profitable IPOs may be limited. Investing in IPOs is risky, and the prices of stocks
    purchased in IPOs tend to fluctuate more widely than stocks of more established companies. In addition, when a Fund
    or other client account is small, profitable IPOs may greatly increase the Fund or account’s total return, but the same
    level of performance is not likely to be achieved when an account grows larger.

    “Hot issues” are IPOs that trade at a premium when secondary market trading begins. Typically, the demand for “hot
    issues” exceeds the supply, and the amount of any “hot issue” IPO made available to an investment manager like the
    Adviser is usually limited. In addition, IPO underwriters tend to offer “hot issues” on a priority basis to investors that
    have invested or are likely to invest in other offerings underwritten by the same firm or that have executed a significant
    volume of trades through the firm.

    Lower-Quality Securities. The Conservative Allocation Fund may invest up to 45% of its assets, and the fixed income
    portion of the Balanced Fund may invest up to 20% of its total assets, in debt securities which are rated below
    “investment grade”, i.e., lower than “Baa” by Moody’s Investors Service, Inc. (“Moody’s”) or lower than “BBB” by
    Standard & Poor’s Ratings Services (“Standard & Poor’s”) or which, in the Adviser’s judgment, possess similar credit
    characteristics. See Appendix A - “Description of Bond Ratings” for additional information regarding ratings of debt
    securities. The Adviser considers the ratings assigned by Standard & Poor’s or Moody’s as one of several factors in its
    independent credit analysis of issuers. Such securities are considered by Standard & Poor’s and Moody’s to have
    varying degrees of speculative characteristics. Consequently, although securities rated below investment grade can be
    expected to provide higher yields, such securities may be subject to greater market price fluctuations and risk of loss of
    principal than lower yielding, higher rated debt securities. For Funds other than the Conservative Allocation Fund,
    investments in such securities will be made only when, in the judgment of the Adviser, such securities provide
    attractive total return potential relative to the risk of such securities, as compared to higher quality debt securities.

    Mortgage-Backed Securities. Mortgage-backed securities represent direct or indirect participations in, or are secured by
    and payable from, mortgage loans secured by real property, and include single- and multi-class pass-through securities
    and collateralized mortgage obligations. Such securities may be issued or guaranteed by U.S. government agencies or
    instrumentalities, such as the Federal Home Loan Mortgage Corporation, Government National Mortgage Association
    and the Federal National Mortgage Association, or by private issuers, generally originators and investors in mortgage
    loans, including savings associations, mortgage bankers, commercial banks, investment bankers, insurance companies
    and special purpose entities (collectively, “private lenders”). Mortgage-backed securities issued by private lenders may
    be supported by pools of mortgage loans or other mortgage-backed securities, which are typically issued without any
    governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit
    enhancement.

    The rate of principal payment on mortgage-backed securities generally depends on the rate of principal payments
    received on the underlying assets that in turn, may be affected by a variety of economic and other factors. As a result,
    the yield on any mortgage-backed security is difficult to predict with precision and actual yield to maturity may be more
    or less than the anticipated yield to maturity. The yield characteristics of mortgage-backed securities differ from those
    of traditional debt securities. Among the principal differences are that interest and principal payments are made more
    frequently on mortgage-backed securities, usually monthly, and that principal may be prepaid at any time because the
    underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if the Fund purchases these
    securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment
    rate that is slower than expected will have the opposite effect of increasing the yield to maturity. Conversely, if the

      17



    Fund purchases these securities at a discount, a prepayment rate that is faster than expected will increase yield to
    maturity, while a prepayment rate that is slower than expected will reduce yield to maturity. Amounts available for
    reinvestment by the Fund are likely to be greater during a period of declining interest rates and, as a result, are likely to
    be reinvested at lower interest rates than during a period of rising interest rates. Accelerated prepayments on securities
    purchased by the Fund at a premium also impose a risk of loss of principal because the premium may not have been
    fully amortized at the time the principal is prepaid in full. The market for privately issued mortgage-backed securities is
    smaller and less liquid than the market for government-sponsored mortgage-backed securities.

    Mortgage-backed securities may be issued in either a single class or in multiple classes, which are commonly referred
    to as a CMO. Multiple classes may permit the issuance of securities with payment terms, interest rates, or other
    characteristics differing both from those of each other and from those of the underlying assets. Examples include so-
    called “strips” (mortgage-backed securities entitling the holder to disproportionate interests with respect to the
    allocation of interest and principal of the assets backing the security), and securities with class or classes having
    characteristics that mimic the characteristics of non-mortgage-backed securities, such as floating interest rates (i.e.,
    interest rates which adjust as a specified benchmark changes) or scheduled amortization of principal.

    Z-tranches (or Z bonds), also known as Accretion-Directed Bonds or Accrual Bonds, are classes of CMOs that pay no
    interest for an extended period of time. In lieu of monthly interest payments, a Z-tranche is credited the monthly
    “accrued interest” in the form of accreted principal value or negative amortization. During the accrual period, the
    principal amount outstanding of the Z-tranche increases at a fixed compounding interest rate eliminating reinvestment
    risk should interest rates decline. Z-tranches are typically structured to be the last cash-flow tranche of a CMO structure
    possessing average life of 18 to 22 years, although some may be structured to carry intermediate average lives. After
    the earlier tranches of the CMO structure have been retired, the Z-tranche starts to receive cash payments that include
    both principal and interest on a monthly basis. Z-bonds are generally considered long-duration assets whose prices can
    fluctuate significantly with changes in interest rates.

    Municipal Bond Insurance. Certain of the municipal obligations held in the portfolio of the Georgia Municipal Bond
    Fund may be insured. Different types of such insurance include a “New Issue Insurance Policy”, a “Mutual Fund
    Insurance Policy” or a “Secondary Market Insurance Policy”.

    A New Issue Insurance Policy is obtained by the issuer of the securities, and all premiums for such a policy are paid in
    advance by the issuer. Such policies are generally used by an issuer to increase the credit rating of a lower-rated
    security, and therefore may increase both the purchase price and the subsequent resale value of a security for a Fund’s
    portfolio. They are non-cancellable and continue in force as long as the securities are outstanding and the respective
    insurers remain in business. Premiums for issuer insurance are paid in advance by the issuer and are reflected in a
    somewhat higher purchase price paid by the Georgia Municipal Bond Fund for these obligations. The creditworthiness
    of the issuer will be evaluated in order to determine its ability to meet its obligations to pay interest and repay principal.
    The insurance covers the event that the issuer defaults on an interest payment or principal repayment; if this occurs, the
    insurer will be notified and will make payment to the bondholders. There is, however, no guarantee that the insurer will
    meet its obligations. These insurance policies do not protect bondholders from adverse changes in interest rates.

    A Mutual Fund Insurance Policy is used to guarantee specific bonds only while owned by a mutual fund. If a Fund were
    to purchase such a policy, payment of the annual premiums would reduce such Fund’s current yield.

    A Secondary Market Insurance Policy is purchased by an investor subsequent to a security’s issuance and generally
    insures a particular security for the remainder of its term. The Georgia Municipal Bond Fund may purchase securities
    which already have been insured under a Secondary Market Insurance Policy by a prior investor, or such Funds may
    purchase such a policy from a vendor providing such a service.

    Non-Diversified Funds. The Georgia Municipal Bond, Growth Leaders and Mid Cap Value Funds are each non-
    diversified under the 1940 Act. Therefore, these Funds could invest all of their assets in securities of a single issuer.
    However, each Fund intends to comply with Subchapter M of the Code, which requires that at least 50% of its total
    assets must be comprised of individual issues, each of which represents no more than 5% of the Fund’s total assets and
    not more than 10% of the issuer’s outstanding voting securities. Those issues which represent more than 5% of the
    Fund’s total assets must be limited in the aggregate to 50% of the Fund’s total assets, provided, however, that no more
    than 25% of the Fund’s total assets may be invested in any one issuer or in qualified publicly-traded partnerships. For
    these purposes, a security is considered to be issued by the governmental entity (or entities) whose assets or revenues

      18



    back the security, or in the case of a private activity bond that is backed only by the assets and revenues of a non-
    governmental user, a security is considered to be issued by such non-governmental user. In accordance with SEC
    regulations, the guarantor of a guaranteed security may be considered to be an issuer in connection with such guarantee.
    Since investment return on a non-diversified portfolio typically is dependent upon the performance of a smaller number
    of securities relative to the number held in a diversified portfolio, these Funds are more susceptible to economic,
    political and regulatory developments and the change in value of any one security will have a greater effect on the
    overall value of a non-diversified portfolio and thereby subject their net asset values per share to greater fluctuations.

    Real Estate Investment Trusts. The Small Company Fund may invest in real estate investment trusts (“REIT”). REITs
    are entities that invest in different kinds of real estate or real estate related assets, including shopping centers, office
    buildings, hotels, and mortgages secured by real estate. There are basically three types of REITs: (a) equity REITS, the
    most common type of REIT, invest in or own real estate and make money for investors from the rents they collect; (b)
    mortgage REITs lend money to owners and developers or invest in financial instruments secured by mortgages on real
    estate; and (c) hybrid REITS are a combination of equity and mortgage REITs. The Code lists the conditions a
    company must meet to qualify as a REIT. For example, the company must pay 90% of its taxable income to
    shareholders every year. It must also invest at least 75% of its total assets in real estate-related assets, cash items and
    government securities and generate 75% or more of its gross income from investments in or mortgages on real property.

    Repurchase Agreements. Each of the Funds, except the Georgia Municipal Bond Fund, to a limited extent may enter
    into repurchase agreements with selected banks and broker-dealers under which the Fund purchases securities issued or
    guaranteed by the U.S. government or its agencies or instrumentalities (“U.S. Government Securities”) and agrees to
    resell the securities at an agreed upon time and at an agreed upon price. The difference between the amount a Fund pays
    for the securities and the amount it receives upon resale is interest income to the Fund. Failure of the seller to
    repurchase the securities as agreed may result in a loss to a Fund if the market value of the securities has fallen to less
    than the repurchase price. In the event of such a default, a Fund may also experience certain costs and be delayed or
    prevented from recovering or liquidating the collateral securities, which could result in further loss to a Fund. The
    Funds will use repurchase agreements as a means of making short-term investments of seven days or less and in
    aggregate amounts of not more than 25% of the net assets of the Fund. All repurchase agreements used by the Funds
    will provide that the value of the collateral underlying the repurchase agreement always will be equal to at least 102%
    of the repurchase price. The Adviser or Steinberg will monitor on a continuing basis the creditworthiness of all parties
    with which it might enter into repurchase agreements and will enter into repurchase agreements only if it determines
    that the credit risk of such a transaction is minimal.

    Sector Concentration. From time to time, a Fund may invest substantially in a particular sector. Returns in an economic
    sector may trail returns from other economic sectors. As a group, sectors tend to go through cycles of doing better or
    worse than the securities market in general. These periods may last several years. In addition, the sectors that dominate
    the market change over time.

    Consumer Cyclicals. Companies in this sector are subject to changing levels of consumer confidence and spending,
    changes in demographics and consumer tastes, and interest rate levels.

    Consumer Staples. This sector is subject to government regulations regarding food additives and production methods.
    In addition, tobacco companies may be adversely affected by legislation and/or by litigation. Also, the success of food
    and soft drink may be strongly affected by fads, marketing campaigns and other factors affecting supply and demand.

    Energy. The securities of energy companies are subject to changes in value and dividend yield that depend to a large
    extent on the price and supply of energy fuels. Swift price and supply fluctuations of energy fuels may be caused by
    events relating to international politics, energy conservation, the success of exploration projects, currency exchange rate
    fluctuations, and tax and other regulatory policies of various governments.

    Financials. Companies in the financial sector are subject to extensive governmental regulation, which may limit both
    the amounts and types of loans and other financial commitments they can make, and the rates and fees they can charge.
    Profitability is largely dependent on the availability and cost of capital, and can fluctuate significantly when interest
    rates change. Credit losses resulting from financial difficulties of borrowers also can negatively impact the sector.

    Healthcare. Companies in the healthcare sector are subject to patent considerations, regulatory approval of products and
    other government regulation, and rapid obsolescence of their products and services.

      19



    Industrial. Companies in the industrial sector are affected by supply and demand for their specific product or service
    and for industrial sector products in general. Government regulation, world events and economic conditions will affect
    the performance of these companies. Transportation stocks, in particular, are cyclical and have occasional sharp price
    movements from changes in the economy, fuel prices, labor agreements and insurance costs.

    Materials. Companies in the materials sector may be affected by the level and volatility of commodity prices, the
    exchange value of the dollar, import controls, and worldwide competition. Other risks may include liability for
    environmental damage, depletion of resources, and safety and pollution control laws. This sector may also be affected
    by capital spending, profitability, interest rates, economic cycles, technology advancements, labor relations, and
    government regulations.

    Technology. The value of companies in the technology sector is subject to rapidly changing technology, government
    regulation, and relatively high risks of obsolescence caused by scientific and technological advances. Smaller
    companies in this sector face greater risk of business failure. Also, the securities of these companies generally have
    higher price/earning (P/E) ratios than the general stock market. The higher the P/E, the more earnings growth investors
    are expecting. However, stocks with a higher P/E are considered riskier than stocks with a lower P/E, lower growth, and
    proven earnings.

    Telecommunications. This sector’s risks include rapid obsolescence, lack of standardization and/or compatibility with
    existing technologies, and a dependency on patent and copyright protection. Both federal and state regulations may
    affect the prices of securities in this sector. The sector is also subject to heavy market share competition and foreign
    competition. The sector has seen heavy consolidation, which may lead to greater regulatory oversight.

    Utilities. Utility companies are at risk for increases in fuel and other operating costs; the cost of borrowing to finance
    capital construction; restrictions on operations, costs and delays in connection with environmental and nuclear safety
    regulations; and problems obtaining natural gas for resale or fuel for generating electricity. Other risks include those
    related to the power plants construction and operation; energy conservation efforts and regulatory changes.

    Securities Lending Program. In a securities lending program, Funds may lend securities to broker-dealers and other
    institutional borrowers that meet credit requirements and other criteria. Typically, the criteria include that the borrower
    pledges to the Fund cash collateral (or other approved high quality collateral) in an amount equal to at least 100% of the
    market value of the securities loaned (with such collateralization valued by the securities lending agent on a daily basis
    and adjusted accordingly). The securities lending agent pays to the Fund a negotiated percentage of the interest earned
    on investments of cash collateral and of the lending fee paid by the borrower (when non-cash collateral is pledged by
    the borrower). In determining whether to lend securities to a particular broker-dealer or institutional borrower, the
    securities lending agent will generally consider, and during the period of the loan will monitor, all relevant facts and
    circumstances of the securities loan including the creditworthiness of the borrower. The Fund retains the authority to
    terminate a securities loan. The Fund pays reasonable administrative and custodial fees in connection with each
    securities loan, and a negotiated portion of the interest earned on the investment of the cash collateral first to the
    borrower (as a rebate) and, to the extent of any remaining earned interest, a negotiated percentage to the securities
    lending agent. The Fund receives from the borrower amounts equivalent to any dividends, interest, or other distributions
    while the securities are on loan (“substitute payments”). Substitute payments are not to be treated as either dividends or
    interest received with respect to the loaned securities for federal income tax purposes. The Fund retains certain
    ownership rights with respect to the loaned securities (such as voting and subscription rights, and rights to dividends,
    interest, or other distributions) when retaining such rights is considered to be in the Fund’s best interest. The cash
    collateral received from each borrower will be invested by the securities lending agent in high-quality investments
    (including money market instruments and repurchase agreements). Such investments may include investments in
    mutual funds or similar investment companies that are affiliated with the securities lending agent or the Fund’s
    custodian, subject to compliance with all applicable laws, regulations and orders.

    Short-Hold Trading Strategy. The Conservative Allocation Fund and the fixed-income portion of the Balanced Fund
    may have the opportunity to participate in the primary market for new fixed-income issues offered by issuers and/or
    underwriters at prices the Fund’s manager(s) deem(s) favorable, based on factors such as the supply of bonds in the
    marketplace and economic conditions. When one of the Funds receives less than an optimal allocation in such new
    issues or when it is otherwise in the Fund’s bests interests, the Fund may decide to purchase these new security issues at
    the negotiated opening price, and shortly thereafter offer to sell all or a part of the Fund’s purchased allocation to third-

      20



    party interested purchasers at a higher price, depending on market conditions. Because these Funds are “at risk” for the
    purchased amount of these new issues, they may experience losses on these trades.

    State-Specific Investments. The Georgia Municipal Bond Fund is particularly sensitive to changes in the economic
    conditions and governmental policies of the State of Georgia. Georgia generally issues long-term debt obligations in
    the form of general obligation debt or guaranteed revenue debt. Georgia may also guarantee revenue obligations issued
    by an instrumentality of Georgia. Nearly all of this debt must be confirmed in a judicial proceeding prior to issuance.
    The Georgia Constitution prohibits any general obligation debt or certain guaranteed revenue debt if the highest
    aggregate annual debt service requirement for the then-current year or any subsequent fiscal year for outstanding
    general obligation debt and guaranteed revenue debt, including the proposed debt, exceeds 10% of the total revenue
    receipts, less refunds, of the Georgia Treasury in the fiscal year immediately preceding the year in which the debt is to
    be incurred.

    Georgia’s current highest annual debt service requirement is 5.5% of the previous year’s revenue collections.

    The Georgia State Road and Tollway Authority, which owns, operates and finances road and mass transit
    improvements, may also incur debt secured by a pledge of state motor fuel taxes and federal highway reimbursements.

    The State of Georgia’s fiscal year ends June 30, with the state’s assets exceed its liabilities by $19.9 billion. Georgia’s
    long-term liabilities were $ 14.3 billion, of which 60.1% is general obligation debt. Revenues for the fiscal year were $
    31.9 billion, comprised of 7.8% charges for services, 39.8% operating grants and contributions, 4.0% capital grants and
    contributions, 47.7% taxes, and 0.7% other. Georgia’s expenses were comprised of 5.9% transportation, 6.5% public
    safety, 2.4% economic development and assistance, 43.1% health and welfare, 33.2% education, 1.5% interest and long
    term debt charges, and 7.4% other. Moody’s Investors Service, Fitch Investors Service, L.P. and Standard and Poor’s
    Corporation rate Georgia’s general obligation bonds Aaa, AAA and AAA, respectively.

    This information is generally obtained from the State of Georgia Comprehensive Annual Financial Report for the fiscal
    year ended June 30, 2009.

    Syndicated Bank Loans. The Conservative Allocation Fund may invest in syndicated bank loans. Syndicated bank
    loan participations are interests in amounts owed by a corporate, governmental or other borrower to another party. They
    may represent amounts owed to lenders or lending syndicates to suppliers of goods or services, or to other parties. The
    Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the
    lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection
    with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the
    terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not
    directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund
    will be subject to credit risk of both the borrower and the lender that is selling the participation. In the event of the
    insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not
    benefit from any set-off between the lender and the borrower.

    The Fund could be held liable as co-lender under legal theories of lender liability. In addition, if the loan is foreclosed,
    the Fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the
    collateral. The Fund anticipates that syndicated bank loans could be sold only to a limited number of institutional
    investors. In addition, some syndicated bank loans may not be rated by major rating agencies and may not be protected
    by the securities laws.

    Investments in syndicated bank loans involve risk of loss in case of default or insolvency of the borrower. Syndicated
    bank loans may not be readily marketable and may be subject to restrictions on resale.

    Tax-Exempt Obligations. The Georgia Municipal Bond Fund may invest in municipal obligations that constitute
    “private activity bonds” under the Code, which may subject certain investors to a federal alternative minimum tax
    (“AMT”). The provisions of the Code relating to private activity bonds generally apply to bonds issued after August 15,
    1986, with certain transitional rule exemptions.

    Long-term obligations normally are subject to greater market fluctuations as a result of changes in interest rates and
    market conditions than are short-term obligations. General obligation bonds are secured by the issuer’s pledge of its

      21



    full faith, credit and taxing power in support of the payment of principal and interest. Revenue bonds are usually
    payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the
    proceeds of a special excise tax or other specific revenue source such as the user of the facility being financed. Tax-
    exempt private activity bonds (including industrial development bonds) are in most cases revenue bonds and are not
    payable from the unrestricted revenues of the issuer. Consequently, the credit quality of private activity bonds usually is
    related directly to the credit standing of the corporate user of the facility involved. In addition, the Georgia Municipal
    Bond Fund may invest in short-term municipal obligations (commonly referred to as municipal notes). Municipal notes
    often are used to provide for short-term capital needs and generally have maturities of one year or less. Municipal notes
    include variable and floating rate demand obligations, tax anticipation notes, revenue anticipation notes, construction
    loan notes and bond anticipation notes.

    The Georgia Municipal Bond Fund may invest up to 20% of its assets in securities that do not generate income exempt
    from federal and Georgia state income taxes. The Fund may also invest up to 100% of its assets in cash, commercial
    paper, high-grade bonds, or cash equivalents for temporary defensive reasons if GLOBALT believes that adverse
    market or other conditions warrant. This is to attempt to protect the Fund’s assets from a temporary unacceptable risk of
    loss. If the Fund takes a temporary defensive position, it may not achieve its investment objective.

    The Fund intends to minimize the payment of taxable income to shareholders by investing in municipal bonds in
    reliance on an opinion of bond counsel to the issuer of each bond that the interest paid will be excludable from gross
    income for federal income tax purposes and, where relevant, for state personal income tax purposes. Such securities,
    however, may be determined to pay, or have paid, taxable income subsequent to the Fund's acquisition of the securities.
    In that event, the Internal Revenue Service may demand that the Fund pay taxes on such interest and, if the Fund agrees
    to do so, its yield could be adversely affected. In addition, the treatment of dividends previously paid or to be paid by
    the Fund as "exempt-interest dividends" could be adversely affected, subjecting the Fund's shareholders to increased
    federal income tax liabilities, and possible penalties and interest. If any municipal bond held by the Fund is deemed to
    pay interest subject to federal income tax, the Fund will attempt to dispose of the security as soon as practicable.
    There is a risk that a particular municipal bond may be found to be taxable. In addition, future legislative proposals, if
    enacted into law, regulations, rulings or court decisions may cause interest on municipal bonds to be subject, directly or
    indirectly, to federal income taxation or to state or local income taxation, or the value of municipal bonds to be subject
    to state or local intangible personal property tax, or may otherwise prevent the Fund from realizing the full current
    benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such
    municipal bonds, and thus the value of an investment in the Fund.

    U.S. Government Securities. U.S. government securities are issued by the U.S. government or its agencies or
    instrumentalities, including Treasury bills, notes, and bonds; securities issued by the Federal Housing Administration,
    Farmers Home Administration, Export-Import Bank of the United States, Federal Farm Credit Bank, Small Business
    Administration, and the Government National Mortgage Association (“GNMA”), including GNMA pass-through
    certificates, whose securities are supported by the full faith and credit of the United States; securities issued by the
    Federal Home Loan Banks, Federal Intermediate Credit Banks, and the Tennessee Valley Authority, which securities
    are supported by the right of the agency to borrow from the U.S. Treasury; securities issued by the Federal National
    Mortgage Association, which securities are supported by the discretionary authority of the U.S. government to purchase
    certain obligations of the agency or instrumentality; and securities issued by the Student Loan Marketing Association,
    the Inter-American Development Bank, and International Bank for Reconstruction and Development, which securities
    are supported only by the credit of such agencies. Although the U.S. government provides various types of financial
    support to U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so
    and not all U.S. Government Securities are guaranteed or backed by the full faith and credit of the U.S. government.
    The U.S. government and its agencies and instrumentalities do not guarantee the market value of their securities.
    Consequently, the market value of such securities will fluctuate.

    Variable or Floating Rate Notes. The Georgia Municipal Bond Fund may invest in variable or floating rate demand
    obligations, which are securities that provide for adjustment in their interest rates at intervals ranging from daily to up
    to one year based upon prevailing market rates for similar investments and an adjustment formula that is intended to
    maintain the market value of the security at par. These obligations normally have a stated maturity in excess of one year
    but permit the holder to demand repayment of principal plus payment of accrued interest at any time upon a specified
    number of days’ notice. The Georgia Municipal Bond Fund will invest in such securities only if it will have the right to
    receive repayment of principal and payment of accrued interest within seven days. Some notes may be rated by credit
    rating agencies but unrated notes purchased by the Funds, in GLOBALT’S opinion, will be of comparable quality at the

      22



    time of purchase to instruments that are rated as high quality. Where necessary to ensure that an unrated note is of high
    quality, the Funds will require that the issuer’s obligation to pay the principal of the note be backed by an unconditional
    domestic or foreign bank letter or line of credit, guarantee or commitment to lend. In such a case, the quality of the bank
    will be looked to for purposes of satisfying the Fund’s quality standards. In addition, GLOBALT will consider that
    foreign banks are not subject to the same regulations as are domestic banks and may be involved in different business
    activities and have different risks. Although there may be no active secondary market for a particular instrument, the
    Funds may, upon notice, exercise a note’s demand feature or resell the note at any time to a third party. If a significant
    portion of a Fund’s assets were invested in notes of a single issuer, however, the issuer’s ability to meet the demand
    feature could affect that Fund’s liquidity. Included in the variable and floating rate demand instruments that the Georgia
    Municipal Bond Fund may purchase are participations in municipal obligations purchased from and owned by financial
    institutions, primarily banks, the interest on which, in the opinion of counsel to the issuer, is excludable from gross
    income for federal income tax purposes and Georgia personal income taxes, respectively. In determining average
    weighted portfolio maturity, an instrument will be deemed to have a maturity equal to the longer of the period
    remaining to the next interest rate adjustment or the demand notice period.

    When Issued Purchases. The Georgia Municipal Bond, Government Securities and Short Maturity Government Funds
    and the bond portion of the Balanced and Conservative Allocation Funds may purchase bonds on a when issued or
    delayed-delivery basis. Delivery of and payment for these bonds could take place a month or more after the date of the
    transaction. During this time, the value of the purchase commitment will fluctuate with the market for these bonds.
    However, when a Fund makes a commitment to purchase the bonds, the payment and interest terms of these issues are
    fixed. A Fund will make these commitments only with the intention of acquiring the bonds, but may sell those bonds
    before settlement date if the Adviser believes that would benefit shareholders. When a Fund purchases bonds on a when
    issued or delayed-delivery basis, it will provide its custodian with enough cash or short-term investments to pay the
    purchase price of these bonds upon delivery. This policy ensures that when issued or delayed-delivery purchases will
    not be used as a form of borrowing to make investments.

      MANAGEMENT OF THE FUNDS

    The Board of Directors is responsible for the management of the business and affairs of the Funds in accordance with
    the laws of the State of Maryland and the 1940 Act. The Board consists of nine Directors, seven of whom are not
    “interested persons” of the Funds as defined in the 1940 Act (the “Independent Directors”). The Board appoints the
    officers of the Company, who run the day-to-day operations of the Funds under the Board’s supervision. The Adviser,
    under agreements with the Company, supervises and assists in the management of the Funds and the purchase and sale
    of securities. In addition, the Adviser has retained the services of GLOBALT, with respect to the Georgia Municipal
    Bond Fund, and Steinberg, with respect to the Mid Cap Value Fund.

    The Board has two standing committees: the Audit, Compliance and Pricing Committee (the “Audit Committee”) and
    the Governance, Contracts and Nominating Committee (the “Governance Committee”). The members of the Audit
    Committee are Richard H. Showalter, Susan M. Sterne and Angela E. Vallot, all of whom are Independent Directors.
    The members of the Governance Committee are Deborah G. Miller, John Raisian, Nancy Rose and Patanjali
    Varadarajan, all of whom are Independent Directors.

    The Audit Committee reviews reports by management and the independent auditor relating to the integrity of the
    Funds’ financial reporting process and their internal controls, and, as appropriate, the internal controls of certain service
    companies; is directly responsible for the appointment, compensation, retention and oversight of the Funds’
    independent auditor; oversees the quality, clarity and objectivity of the Funds’ financial statements and the independent
    audit thereof; provides an avenue of communication among the Board, management, and the independent auditor; acts
    as a liaison between the Board and the Chief Compliance Officer of the Funds (“CCO”), and monitors the performance
    by the CCO of the CCO’s responsibilities under the procedures approved by the Board pursuant to Rule 38a-1 under the
    1940 Act; oversees the procedures utilized for the valuation of portfolio securities owned by the Funds; and oversees
    the conflicts review process. The Board has adopted a written charter for the Audit Committee of the Board. During the
    fiscal year ended November 30, 2009, the Audit Committee held six meetings.

    With respect to governance matters, the Governance Committee reviews board governance practices and procedures,
    board committee assignments and responsibilities, director compensation and director self-assessment. With respect to
    nominations of independent directors, the Governance Committee reviews the composition of the Board, considers
    nominations for independent director membership on the Board and evaluates candidates’ qualifications for Board

    23



    membership and their independence from the Funds’ investment advisers and other principal service providers. When
    considering nominations, the Committee may consider referrals from a variety of sources, including current directors,
    management of the Funds, the Funds’ legal counsel and shareholders who submit nominations in accordance with any
    procedures specified in the Funds’ communications to shareholders. In its evaluation of potential nominees, the
    Governance Committee may consider such factors as it deems appropriate, including the contribution that the person
    can make to the Board, with consideration being given to the person’s business and professional experience, the specific
    financial, technical or other expertise possessed by the person and the person’s reputation for high ethical standards and
    personal and professional integrity. Independent director nominee recommendations from shareholders should be sent
    to the Secretary of the Company. With respect to contract matters, the Governance Committee requests information
    regarding, and evaluates the terms of, the advisory agreements, administrative services agreements, distribution
    agreements and related distribution plans pursuant to Rule 12b-1 relating to the Funds; monitors the performance of
    advisers to the Funds, the distributor, and the administrative services providers. The Governance Committee held four
    meetings during the fiscal year ended November 30, 2009.

    Biographical Information. The Independent Directors are listed below together with information regarding their age,
    address and business experience during the past five years. Each of the Directors oversees all of the funds that make up
    the Company. Each Director serves until his or her successor is elected and qualified, until the next regular meeting of
    the Board after such Director attains the age of 72 or until his or her death, resignation, or removal as provided in the

    Funds’ governing documents or by statute.     
      Position and Length  Principal Occupation(s) During Past  Public 
    Name, Address, Age  of Time Served  Five Years  Directorships 
     
    Deborah G. Miller (60)  Director, since 1995  Enterprise Catalyst Group (a  Libby Glass – 
    National Life Drive  Governance,  management consulting firm ) - Chief  Director, since 2003; 
    Montpelier, VT 05604  Contracts &  Executive Officer, since 2003;  Wittenberg 
      Nominating  Ascendent Systems (a voice and  University – Director 
      Committee Chair,  messaging systems company) - Chief  since 1998 
      since 2009  Executive Officer, from 2005 until   
        2007; iCEO LLC (an employment   
        agency ) – Chief Executive Officer   
        2000 to 2003   
     
    John Raisian, Ph.D. (60)  Director, since 1996  Hoover Institution at Stanford  None 
    Hoover Institution    University – Director and Senior   
    Stanford University    Fellow, since 1986   
    Serra and Galvez Streets       
    Stanford, CA 94305-6010       
     
    Nancy L. Rose (51)  Director, since 2003  Massachusetts Institute of Technology  CRA International, 
    National Life Drive    – Professor of Economics, since 1985;  Inc. (a consulting 
    Montpelier, VT 05604    National Bureau of Economic  firm) – Director, 
        Research – Director of Industrial  since 2004 
        Organization Research Program, since   
        1990; Whitehead Institute for   
        Biomedical Research – Director, since   
        2009.   
     
    Richard H. Showalter (62)  Director, since 2003;  Dartmouth-Hitchcock– Senior Vice  None 
    National Life Drive  Lead Independent  President and Treasurer, since 2007;   
    Montpelier, VT 05604  Director since 2005  Dartmouth-Hitchcock Medical Center   
        – Treasurer, since 1995; Dartmouth-   
        Hitchcock Alliance – Senior Vice   
        President and Chief Financial Officer,   
        from 1985-2008; Mary Hitchcock   
        Memorial Hospital-Senior Vice   
        President and Chief Financial Officer,   
        from 1985 – 2007; Dartmouth-   

    24



      Position and Length  Principal Occupation(s) During Past  Public 
    Name, Address, Age  of Time Served  Five Years  Directorships 
        Hitchcock Clinic- Senior Vice   
        President and Chief Financial Officer,   
        from 1999-2007.   
     
     
    Susan M. Sterne (63)  Director, since 1990;  Economic Analysis Associates, Inc. –  None 
    5 Glen Court  Audit, Compliance  President, since 1979   
    Greenwich, CT 06830  and Pricing     
      Committee Chair,     
      since 2007     
     
     
    Angela E. Vallot (53)  Director, since 1996  Vallot Consultants – President, since  Mary-Mount 
    370 Riverside Drive, Apt. 15E    2004; Colgate-Palmolive Company (a  Manhattan College- 
    New York, NY 10025    consumer products company ) – Vice  Trustee, since 2004. 
        President - 2001 to 2003; Texaco,   
        Inc. (an integrated energy company )   
        – Director of Diversity, 1997 to 2001   
     
     
    Patanjali Varadarajan (47)  Director, since 2008  The Daily Beast – National Affairs  None 
    382 Pacific Street    Correspondent, since 2009; Forbes –   
    Brooklyn, NY 11217    Editor, from 2008 to 2009; New York   
        University – Professor, since 2007;   
        Hoover Institution – Research Fellow,   
        since 2007; The Wall Street Journal –   
        Editor, from 2000 to 2007   

      25



    Certain biographical and other information relating to the Directors who are officers and “interested persons” of the
    Funds as defined in the 1940 Act and to the other officers of the Funds is set forth below. Mr. MacLeay and Mr.
    Thwaites oversee all of the series of the Company. Each Director serves until his or her successor is elected and
    qualified, or until his or her death, resignation, or removal as provided in the Funds’ governing documents or by statute.

    Each elected officer is elected by, and serves at the pleasure of, the Board.   
    Name, Address, Age  Position and  Principal Occupation(s) During Past Five  Public 
      Length of Time  Years  Directorships 
      Served     
     
    Thomas H. MacLeay (60)  Chair and Director,  National Life Holding Company (a mutual  None 
    National Life Drive  since 2003; Chief  insurance company) and National Life   
    Montpelier, VT 05604  Executive Officer,  Insurance Company (“National Life”) -   
      from 2003 to 2005  Chairman of the Board, since 2002; President   
        and Chief Executive Officer, 2002 to 2008;   
        President and Chief Operating Officer, 1996 to   
        2001; Sentinel Variable Products Trust -   
        Chairman, 2004 to 2008; Chief Executive   
        Officer, 2004 to 2005; NLV Financial   
        Corporation (National Life holding company)   
        - Chairman, 2002 to present; President and   
        CEO, 2002- 2008   
     
    Christian W. Thwaites (52)  President, Chief  Adviser - President & Chief Executive Officer,  None 
    National Life Drive  Executive Officer and since 2005; National Life - Executive Vice   
    Montpelier, VT 05604  Director, since 2005  President, since 2005; Sentinel Variable   

        Products Trust - President and Chief   
        Executive Officer, since 2005; Sentinel   
        Financial Services Company (“SFSC”) – Chief   
        Executive Officer since 2005, President 2005   
        to 2006; Sentinel Administrative Services, Inc.   
        (“SASI”) – President & Chief Executive   
        Officer since 2005; Sentinel Advisors   
        Company (“SAC”) and Sentinel   
        Administrative Services Company (“SASC”) –   
        President & Chief Executive Officer 2005 to   
    2006
     
    John Birch (60)  Chief Financial  Adviser -Chief Operating Officer, since 2005;  N/A 
    National Life Drive  Officer, since 2008  SASI- Chief Operating Officer, since 2006;   
    Montpelier, VT 05604    SASC – Chief Operating Officer, 2005; State   
        Street Bank, Luxembourg- Head of Transfer   
        agency, from 2004-2005   
     
    Thomas P. Malone (53)  Vice President and  SASI– Vice President, since 2006; Sentinel  N/A 
    National Life Drive  Treasurer, since 1997;Variable Products Trust – Vice President and   
    Montpelier, VT 05604  Assistant Vice  Treasurer, since 2000; SASC – Vice President   
      President, 1990 to  1998 to 2006   
      1997     
     
    John K. Landy (50)  Vice President, since  SASI- Senior Vice President, since 2006;  N/A 
    National Life Drive  2002  Sentinel Variable Products Trust – Vice   
    Montpelier, Vermont 05604    President, since 2004; SASC – Senior Vice   
        President 2004 to 2006; Vice President, 1997   
    to 2004
     
    Scott G. Wheeler (44)  Assistant Vice  SASI- Vice President- Fund Accounting &  N/A 

    26



    Name, Address, Age  Position and  Principal Occupation(s) During Past Five  Public 
      Length of Time  Years  Directorships 
      Served     
    National Life Drive  President and  Administration since 2007; SASI - Assistant   
    Montpelier, Vermont 05604  Assistant Treasurer,  Vice President, 2006-2007; Sentinel Variable   
      since 1998  Products Trust - Assistant Vice President and   
        Assistant Treasurer, since 2004; SASC –   
        Assistant Vice President 1998 to 2006   
     
    Lisa F. Muller (43)  Secretary, since  National Life – Counsel, since 2008; Sentinel  N/A 
    National Life Drive  2008  Variable Products Trust – Secretary, since   
    Montpelier, VT 05604    2008; State of Vermont, Department of   
        Banking and Insurance – Assistant General   
        Counsel, from 2006 to 2008; Davis Polk and   
        Wardwell, LLP – Associate, from 2005 to   
        2006 and from 1999 to 2002; U.S. District   
        Court N.D. Illinois – Law Clerk, from 2002 to   
        2004   
     
    Jennifer Garson (49)  Assistant Secretary,  National Life – Securities Paralegal, since  N/A 
    National Life Drive  since 2009  2009; Sentinel Variable Products Trust –   
    Montpelier, Vermont 05604    Assistant Secretary, since 2009; State of   
        Vermont, Department of Banking and   
        Insurance – Regulator, from 2004 to 2009;   
        BlueCross and BlueShield of Vermont – Data   
        Analyst/Programmer, from 1998 to 2004   
     
    D. Russell Morgan (54)  Chief Compliance  Adviser; National Variable Annuity Account  N/A 
    National Life Drive  Officer, since 2004;  II; National Variable Life Insurance Account   
    Montpelier, Vermont 05604  Secretary, 1988-2004 – Chief Compliance Officer, since 2004;   
        Sentinel Variable Products Trust – Chief   
        Compliance Officer, since 2004; Secretary,   
        2000-2005; National Life – Assistant General   
        Counsel, 2001 to 2005; Senior Counsel, 2000   
        to 2001; ESI – Counsel, 1986 to 2005;   
        Adviser, SFSC, SASC – Counsel, 1993 to   
        2005   

    Mr. MacLeay is an interested person of the Funds because he is also Chairman of the National Life Insurance
    Company. Mr. Thwaites is an interested person of the Funds because he is also President and Chief Executive Officer
    of the Adviser and SASI and Chief Executive Officer of SFSC. Other than the Chief Compliance Officer, the officers
    and Directors of the Company who are employees of National Life or its subsidiaries do not receive any compensation
    from the Funds. Each Director who is not an affiliate of the Adviser is paid an annual fee of $59,000. The Lead
    Independent Director is paid an additional $16,000 annual fee. The Chairs of the Audit Committee and Governance
    Committees each are paid an additional $6,000 annual fee. Prior to March 2010, each Director who was not an affiliate
    of the Adviser was paid an annual fee of $30,000 plus $2,500 for each meeting attended. The Lead Independent
    Director was paid an additional $16,000 annual fee. Each member of the Audit Committee and Governance Committee
    was also paid $2,000 for each in-person and $500 for each telephone Committee meeting attended, and the chair of each
    Committee was paid an annual fee of $6,000. Directors are also reimbursed for travel and other out-of-pocket expenses
    incurred in connection with attending such meetings. The aggregate amount paid, including expense reimbursements,
    by the Funds during the fiscal year ended November 30, 2009 to the officers and Directors as a group was $ 545,182.00.

      27



    The following table sets forth for the fiscal year ended November 30, 2009 compensation paid by the Company to the
    Independent Directors and the Chief Compliance Officer of the Funds:

        Pension or   
        Retirement   
        Benefits   
      Aggregate  Accrued as  Total 
      Compensation  Part of Fund  Compensation 
    Name  From Company  Expense  from Company 
    John D. Feerick 1  $19,500  $ -  $19,500 
    Keniston P. Merrill 1  19,000  19,000 
    Deborah G. Miller 2,3  57,500  57,500 
    D. Russell Morgan 4  145,227  23,551  168,778 
    John Raisian 2  53,000  53,000 
    Nancy L. Rose 2  53,500  53,500 
    Richard H. Showalter, Jr.2  69,500  69,500 
    Susan M. Sterne 3  60,000  60,000 
    Angela E. Vallot 2,3  55,000  55,000 
    Patanjali Varadarajan 2  53,000  53,000 

    1     

    Mr. Feerick and Mr. Merrill retired as of March 12, 2009.

    2     

    As of November 30, 2009, the total amount of deferred compensation (including interest) payable to or accrued for Ms. Miller is $120,513, for Mr. Raisian is $43,160, for Ms. Rose is $20,745, for Mr. Showalter is $322,977, for Ms.

     

    Vallot is $346,692, and for Mr. Varadarajan is $35,684.

    3     

    Ms. Sterne is the Chair of the Audit Committee, and Ms. Miller is Chair of the Governance Committee. Ms. Vallot was the Chair of the Governance Committee but stepped down as of December 5, 2008.

    4     

    Mr. Morgan was also reimbursed out-of-pocket business expenses.

    Share Ownership. Information relating to each Director’s share ownership in the Funds as of
    December 31, 2009 is set forth in the chart below. The dollar ranges are as follows:
    A. None

    B.     

    $1 to $10,000

    C.     

    $10,001 to $50,000

    D.     

    $50,001 to $100,000

    E.     

    Over $100,000

      For purposes of the chart below, the Funds are designated as follows

    BL  –  Balanced Fund  GS  –  Government Securities Fund 
    CG  –  Capital Growth Fund  IE  –  International Equity Fund 
    CM  –  Conservative Allocation Fund  MC  –  Mid Cap Fund 
    CS  –  Common Stock Fund  MV  –  Mid Cap Value Fund 
    GE  –  Georgia Municipal Bond  SC  –  Small Company Fund 
    GL  –  Growth Leaders Fund  SM  –  Short Maturity Government Fund 

    28



          Aggregate Dollar 
          Range of Equity 
          Securities in All 
    Name  Dollar Range of Equity Securities in Fund  Funds 
     
    Interested Directors:       
     
    Thomas H. MacLeay1, CG-E  MC-B 
      CS-E  SC-E   
      GS-E     
      IE-E     
     
    Christian W. Thwaites1, BL-C  IE-E 
      GL-C  MC-B   
      CM-E  SC-E   
      CS-E  SD-C   
      GS-E  SM-C   
    Independent Directors:       
     
    Deborah G. Miller2  MV-C  SC-D 
      CS-C     
     
    John Raisian2  GL-B  CS-C 
      MV-B  SC-C   
     
    Nancy L. Rose  BL-B  IE-B 
      CG-B  MC-B   
      CM-B  SC-C   
      CS-B  SM-B   
     
    Richard H. Showalter2  BL-C  GS-D 
      CG-C  IE-D   
      CM-B  MC-C   
      CS-D  SC-C   
     
    Susan M. Sterne  CS-C   
     
    Angela E. Vallot2  BL-C  GS-D 
      CG-D  IE-C   
      GL-D  MC-D   
      MV-C  SC-C   
      CS-D     
     
    Patanjali Varadarajan2  CS-C  IE-B 
      GS-C     

    1     

    Mr. MacLeay and Mr. Thwaites had indirect ownership positions in the listed Funds through National Life’s 401(k) plan. These positions were included when calculating the dollar ranges shown.

    2     

    These Directors participate in a deferred compensation plan, under which they can designate the deferred compensation to track the performance of one or more Funds. These allocations are included in the above.

    Codes of Ethics. The Board has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act that covers the
    Funds, and the Adviser and SFSC have also each adopted a Code of Ethics under Rule 17j-1. The Codes of Ethics
    establish procedures for personal investing and restrict certain transactions. Employees subject to the Codes of Ethics
    may invest in securities for their personal investment accounts, including securities that may be purchased or held by
    the Funds.

    29



      PORTFOLIO MANAGERS

    Portfolio Manager Compensation.
    Adviser. All portfolio managers are compensated by a combination of fixed salaries and incentive compensation. The
    fixed salary portion of compensation is generally based on comparative investment management industry data. Portfolio
    managers who manage more than one fund and/or also manage accounts for National Life and its affiliates have a share
    of their salaries based on the amount of assets managed for each area and each type of investment or fund. The
    determination of these allocations is in the best judgment of and at the discretion of the Adviser’s chief executive
    officer. Incentive compensation can be a significant portion of total compensation. Incentive compensation with respect
    to the management of the Funds is primarily based on pre-tax investment performance relative to Morningstar ratings
    and rankings. Relative results for the most recent 1-, 3- and 5-year periods are taken into account, with 25% based on
    the 1-year relative performance, 50% based on the 3-year relative performance, and 25% based on the 5-year relative
    performance. No incentive compensation is paid for performance below a 50% Morningstar percentile ranking. The 1-
    and, if applicable, 3-year performance may be weighted more significantly for a new Fund prior to its 3-year and/or 5-
    year anniversary. Because Ms. Schapiro began managing her Fund more recently, her performance compensation is
    spread across shorter performance periods until a 5-year performance record is established. The incentive
    compensation of portfolio managers involved in management of more than one Fund or who also manage accounts for
    National Life and its affiliates may be based on the performance of one or more Funds or other accounts, in the
    discretion of management. Mr. Manion’s incentive compensation is based on the performance of the Common Stock
    Fund. Mr. Schwartz’s and Ms. Pecor’s incentive compensation is based primarily on the performance of the Small
    Company Fund. . Ms. Schapiro’s incentive compensation is based on the performance of the International Equity Fund.
    Ms. Bramwell’s incentive compensation is based primarily on the performance of the Capital Growth Fund, and to a
    lesser extent on the performance of the Growth Leaders Fund. Mr. Brownlee’s incentive compensation is based in part
    on the performance of the Government Securities Fund, and in part on the performance of National Life fixed income
    accounts.

    A portion of the incentive compensation for each of the portfolio managers is deferred and invested in one or more
    Sentinel Funds. In addition, the Adviser and/or an affiliate contributes an amount equal to 20% of the aggregate amount
    of all incentive compensation for a particular year to a discretionary award pool. Payments from this pool are
    determined by the chief executive officers of the Adviser and National Life based on overall results for National Life
    and its affiliates, an evaluation of individual performance, and other factors they determine. Mr. Brownlee, Mr.
    Manion, Ms. Pecor, Ms. Schapiro and Mr. Schwartz also receive as additional compensation a portion of the advisory
    fees earned by the Adviser on the Funds that they manage. Portfolio managers also participate in benefit plans and
    programs available generally to all employees of National Life and its affiliates. These include health, life and disability
    insurance, and a defined benefit pension plan.

    GLOBALT. GLOBALT compensates each portfolio manager of the Georgia Municipal Bond Fund for his or her
    management of the Fund. Ms. Busby and Messrs. Paulette and Fullam may receive a discretionary bonus of up to 10%
    of their regular salary. The discretionary bonus is based upon the pre-tax performance of the Fund over a calendar year.

    With respect to the separate accounts managed by GLOBALT, GLOBALT may compensate Ms. Busby and Messrs.
    Paulette and Fullam with a discretionary bonus in addition to their regular salaries. This discretionary bonus is based
    upon the performance of the portfolio managers’ separately-managed accounts.

    Portfolio managers also participate in benefit and retirement plans and programs available generally to all employees of
    GLOBALT and its affiliates.

    Steinberg. Steinberg compensates the sole portfolio manager, who is also the owner, directly and indirectly, of
    Steinberg Asset Management, LLC, for his management of the Mid Cap Value Fund. His compensation is partly
    determined by the amount of assets, including the Mid Cap Value Fund, managed by Steinberg

    Portfolio Managers’ Fund Ownership. For each Fund, the following table shows the dollar range of shares owned
    beneficially and of record by the person(s) who are primarily responsible for the day-to-day management of the Fund
    (each a “portfolio manager”), including investments by their immediate family members, as of December 31, 2009.

    A.     

    None

    B.     

    $1 to $10,000

    30



    C.     

    $10,001 to $50,000

    D.     

    $50,001 to $100,000

    E.     

    $100,001 to $500,000

    F.     

    $500,001 to $1,000,000

    G.     

    Over $1,000,000

        Aggregate Dollar 
        Range of Equity Securities in 
    Portfolio Manager  Fund(s) Managed  the Fund 
     
    Elizabeth R. Bramwell  Capital Growth Fund 
      Growth Leaders Fund 
      Sustaintable Growth Opportunities 
      Fund   
     
    David M. Brownlee  Balanced Fund 
      Conservative Allocation Fund 
      Government Securities Fund 
      Short Maturity Government Fund 
     
    Megan L. Busby  Georgia Municipal Bond Fund 
     
    Gary E. Fullam  Georgia Municipal Bond Fund 
     
    Jason Doiron  Conservative Allocation Fund 
     
    Daniel J. Manion  Balanced Fund 
      Common Stock Fund 
      Conservative Allocation 
      Sustainable Core Opportunities Fund 
     
    Matthew McGeary  Mid Cap Fund 
     
    Helena Ocampo  Sustainable Core Opportunities Fund 
     
    Gregory E. Paulette  Georgia Municipal Bond Fund 
     
    Betsy Pecor  Mid Cap Fund 
      Small Company Fund 
     
     
    Katherine Schapiro  Conservative Allocation Fund 
      International Equity Fund 
     
    Michael A. Steinberg  Mid Cap Value Fund 
     
    Charles C. Schwartz  Mid Cap Fund 
      Small Company Fund 

    Portfolio Management Conflicts of Interest. In addition to managing the assets of one or more Funds, each portfolio
    manager may have responsibility for managing other client accounts of the Adviser. The manner in which the portfolio
    manager’s incentive compensation is weighted among the accounts managed may give a portfolio manager an incentive
    to allocate a particular investment opportunity to a product that has a greater weighting in determining his or her
    incentive compensation. The tables below show, for the portfolio manager(s) of each Fund, the number and asset size
    of the following types of accounts that he or she manages (if any): (1) SEC registered investment companies (or series
    thereof) other than the Company and (2) other accounts (e.g., accounts managed for individuals or organizations). The

    31



    tables also show the number of performance based fee accounts for each category, as well as the total assets of the
    accounts for which the advisory fee is based on the performance of the account. Information is provided as of
    November 30, 2009.

      Portfolio Managers’ Management of Registered Investment   
      Companies/Series Other Than the Funds   
          Number of  Total Assets of 
          Companies/  Companies/ 
      Number of    Series with  Series with 
      Companies/    Performance-  Performance- 
    Portfolio Manager  Series  Total Assets  Based Fee  Based Fee 
     
    David M. Brownlee  $72.1 million  None  None 
    Daniel J. Manion  $211.0 million  None  None 
    Betsy Pecor  $73.0 million  None  None 
    Charles C. Schwartz  $73.0 million  None  None 

      Portfolio Managers’ Management of Accounts   
      That Are Not Pooled Investment Vehicles   
            Number of  Total Assets of 
            Accounts with  Accounts with 
    Portfolio  Number of      Performance-  Performance-Based 
    Manager  Accounts  Total Assets  Based Fee  Fee 
     
    Betsy Pecor    $27.6 million  None  None 
    Charles C.           
    Schwartz    $27.6 million  None  None 
    Jason Doiron  $7,294.8 million  None  None 
    Daniel J. Manion    $40.0 million  None  None 
    David M. Brownlee  $3,813.2 million  None  None 
    Elizabeth R.           
    Bramwell    $25.0 million  None  None 
    Meghan Busby  21    $217.0 million  None  None 
    Greg Paulette  213    $288.7 million  None  None 
    Gary Fullam    $371.3 million  None  None 
    Michael A.           
    Steinberg  484  $2,237.0 million  None  None 
     
      Portfolio Managers’ Management of Pooled Investment Vehicles 
      That Are Not Registered Investment Companies   
          Number of     
          Unregistered     
          Pooled     
          Investment     
      Portfolio Manager    Vehicles  Total Assets   
      Michael A. Steinberg  $39.8 million 

    Conflicts of Interest. The Adviser is affiliated with other companies in National Life Group that maintain accounts
    managed by the Adviser, including National Life Insurance Company Real, potential or apparent conflicts of interest
    may arise where the same investment opportunities are appropriate for the portfolio of one of those companies or for
    the portfolios of other clients.

    For the Adviser, GLOBALT and Steinberg, conflicts of interest may arise particularly in cases where the same portfolio
    manager has day-to-day portfolio management responsibilities with respect to more than one Fund and/or other
    account. The Adviser has established procedures under which, when the Adviser recommends to a Fund the purchase

    32



    of an issue that it may also recommend for other clients or for the portfolios of its affiliates, investment opportunities
    are allocated by a means which is fair. Generally investment opportunities are allocated to different investors for
    which a given investment opportunity is suitable on a pro rata basis. However, the allocation may be changed from pro
    rata where a good reason to do so exists, such as that the pro rata allocation would result in such small allocations to a
    particular investor that it is not cost effective or meaningful. For fixed-income investments, allocations are normally in
    proportion to cash available for investment in a particular opportunity, but an opportunity judged to be more suitable to
    a particular account than others may be allocated to such account. Over time the Adviser seeks to ensure that no Fund
    or other account is favored over others. GLOBALT and Steinberg have established policies and procedures designed to
    ensure that the purchase and sale of securities among all accounts they manage are fairly and equitably allocated.

      PRINCIPAL SHAREHOLDERS

    As of [ ], 2010, the Company’s Directors and officers as a group owned less than 1% of the outstanding shares of
    each Fund. As of December 31, 2009, none of the Independent Directors nor any of their immediate family members
    owned beneficially or of record any securities in the Adviser, SFSC or any of their affiliates.

    In addition, as of [January 4], 2010, the National Life Holding Company, a Vermont corporation, and its subsidiaries,
    NLV Financial Corporation, a Delaware corporation, Sentinel Asset Management, Inc., a Vermont corporation, and
    Sentinel Administrative Services, Inc., a Vermont corporation, each of whom is located at One National Life Drive,
    Montpelier, Vermont 05604, owned of record and beneficially, the following shares in each Fund:

      Number of  Percent of 
    Fund/Class  Shares  Outstanding 
     
    Capital Growth A  13.855  0.0002% 
    Small Company A  22.071  0.0000% 
    Balanced A  4.932  0.0000% 
    Common Stock A  179,851.502  0.5991% 
    Mid Cap Growth A  4.349  0.0001% 
    Government Sec. A  7.915  0.0000% 
    Int’l Equity A  1,083,375.280  11.2116% 
    Short Maturity Gov’t A  11,176.614  0.0123% 
    Sustainable Growth Opp A  28,148.943  0.3220% 
    Sustainable Core Opp A  35,593.322  0.2160% 
    Conservative Allocation A  7.654  0.0001% 
    Short Maturity Gov’t S  129.746  0.0001% 
    Capital Growth I  216,787.426  99.8881% 
    Growth Leaders I  281,313.490  92.3399% 
    Small Company I  1,513,697.530  1.5450% 
    Balanced I  208,101.419  99.9992% 
    Common Stock I  568,368.056  6.7978% 
    Mid Cap Growth I  412,939.966  99.7697% 
    Gov’t Securities I  216,727.712  2.4967% 
    Int’l Equity I  331,799.661  65.4314% 
    Int’l Equity C  1.248  0.0005% 
    Common Stock C  1.085  0.0001% 
    Capital Growth C  7,769.499  3.9280% 
    Growth Leaders C  4,579.531  1.8162% 
    Mid Cap Growth C  8,000.996  4.1190% 
    Gov’t Securities C  10,040.161  0.1517% 
    Conservative Allocation C  0.633  0.0000% 

    33



      As of [ ], 2010, no other shareholder owned of record, or was known by the Company, to own beneficially 5%
    or more of the voting stock of any class of any Fund or 25% or more of a Fund except as set forth below.

    Fund/Class  Shareholder  Number of Shares  Percent of 
          Outstanding 
    Capital Growth A       
     
    Growth Leaders A       
     
     
     
     
    Small Company A       
    Government       
    Securities A       
     
    International       
    Equity A       
    Short Maturity A       
    Sustainable       
    Growth       
    Opportunities A       
    Sustainable Core       
    Opportunities A       
    Conservative       
    Allocation A       
    Short Maturity       
    Government S       
    Sustainable       
    Growth       
    Opportunities I       
     
     
    Sustainable Core       
    Opportunities I       
     
     
    Georgia       
    Municipal Bond I       
    Small Company I       
     
     
    Mid Cap Value I       
     
     
     
    Common Stock I       
     
     
    Government       
    Securities I       
     
    International I       
    International C       

    34



      Balanced C
    Common Stock C
    Growth Leaders C

    Government
    Securities C
    Conservative
    Allocation C
    Mid Cap Value C

      Any person owning more than 25% of a Fund’s shares may be considered a “controlling person” of the Fund.
    Accordingly, a controlling person’s vote could have more significant effect on matters presented to shareholders for
    approval than the vote of other Fund shareholders.

      THE INVESTMENT ADVISER

      The Adviser provides general supervision of the Funds’ investments as well as certain administrative and related
    services. The Adviser is an indirect wholly owned subsidiary of the National Life Holding Company, a mutual
    insurance holding company.

    Under investment advisory agreements with the Funds, each Fund pays the Adviser a monthly fee based on the annual
    rates shown.

    Fund  Advisory Fee Rate  Average Daily Net Assets1 
    Balanced  0.55%  First $200 million 
      0.50%  Next $200 million 
      0.45%  Next $600 million 
      0.40%  Next $1 billion 
      0.35%  In excess of $2 billion 
     
    Capital Growth  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Common Stock  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Conservative Allocation Fund  0.55%  First $200 million 
      0.50%  Next $200 million 
      0.45%  Next $600 million 
      0.40%  Next $1 billion 
      0.35%  In excess of $2 billion 

    35



    Fund  Advisory Fee Rate  Average Daily Net Assets1 
    Georgia Municipal Bond  0.45%  First $1 billion 
      0.40%  Next $1 billion 
      0.35%  In excess of $2 billion 
     
    Government Securities  0.55%  First $200 million 
      0.50%  Next $200 million 
      0.45%  Next $600 million 
      0.40%  Next $1 billion 
      0.35%  In excess of $2 billion 
     
    Growth Leaders  0.90%  First $500 million 
      0.85%  Next $300 million 
      0.80%  Next $200 million 
      0.70%  Next $1 billion 
      0.60%  In excess of $2 billion 
     
    International Equity  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Mid Cap  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Mid Cap Value  0.75%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Sustainable Core Opportunities  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Sustainable Growth  0.70%  First $500 million 
    Opportunities  0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 
      0.40%  In excess of $2 billion 
     
    Short Maturity Government  0.55%  First $200 million 
      0.50%  Next $200 million 
      0.45%  Next $600 million 
      0.40%  Next $1 billion 
      0.35%  In excess of $2 billion 
     
    Small Company  0.70%  First $500 million 
      0.65%  Next $300 million 
      0.60%  Next $200 million 
      0.50%  Next $1 billion 

      36



    Fund  Advisory Fee Rate  Average Daily Net Assets1 
      0.40%  In excess of $2 billion 

    1When determining the breakpoint for the advisory fee for the Government Securities Fund, its assets are aggregated
    with the Short Maturity Government Fund. In determining the breakpoint for the advisory fee for the Short Maturity
    Government Fund, its assets are aggregated with the Government Securities Fund.

    The table below shows the total amount of advisory fees paid to the Advisor by each Fund for each of the past three
    fiscal years:

      Advisory Fee Paid – Fiscal Year Ended 
    Fund  November 30, 2007  November 30, 2008  November 30, 2009 
    Balanced  $ 1,604,176  $ 1,401,974  $ 1,104,568 
    Capital Growth  1,174,666  1,107,902  742,361 
    Capital Opportunity1  165,250  N/A  N/A 
    Common Stock  8,208,155  7,576,969  6,054,973 
    Conservative Allocation Fund  317,632  338,427  502,484 
    Government Money Market 2  257,255  437,787  381,649 
    Georgia Municipal Bond  12,327  142,344  134,986 
    Government Securities  1,494,210  2,217,198  3,034,903 
    Growth Leaders  133,343  204,630  279,533 
    High Yield Bond 3  504,583  322,693  N/A 
    International Equity  1,268,809  1,326,016  968,232 
    Mid Cap 4  1,176,967  987,501  558,798 
    Mid Cap Value  82,099 5  1,169,044  1,245,989 
    Short Maturity Government  877,212  864,179  3,250,507 
    Small Company  9,525,665  8,557,568  8,585,312 
    Small/Mid Cap6  N/A  64,616  57,098 
    Sustainable Core Opportunities6  N/A  749,395  1,190,262 
    Sustainable Growth  N/A     
    Opportunities6    379,913  653,799 
     
    Aggregate Advisory Fees 7  $ 26,802,349  $ 27,848,156  $ 28,745,454 

    ______________________________

    1 The Sentinel Capital Opportunity Fund was reorganized into the Sentinel Capital Growth Fund effective March 30,
    2007.
    2 The Sentinel Government Money Market Fund was reorganized into an unaffiliated fund effective November 13,
    2009.
    3 The Sentinel High Yield Bond Fund was reorganized into the Sentinel Conservative Allocation Fund effective October
    3, 2008.
    4 Formerly known as the Sentinel Mid Cap Growth Fund.
    5 Includes only one month of advisory fees as the fiscal year of this Fund changed from October 31 to November 30
    after the October 31, 2007 fiscal year.
    6 The Small/Mid Cap, Sustainable Core Opportunities and Sustainable Growth Opportunities Funds were first offered in
    fiscal year 2008.
    7 The Adviser waived $534,586, $121,193 and $176,949 of aggregate advisory fees in the fiscal years ended 2009,
    2008, and 2007 respectively.

    The initial shareholder of the Sustainable Core Opportunities and Sustainable Growth Opportunities Funds approved
    the advisory agreement on April 2, 2008. Shareholders of the Georgia Municipal Bond and Mid Cap Value Funds
    approved the advisory agreement and the sub-advisory agreements on March 15, 2007 and the initial shareholder
    approved the advisory agreement on May 2, 2007. Shareholders of the Bramwell Growth and Bramwell Focus Funds
    approved the advisory agreement for the Capital Growth and Growth Leaders Funds on March 10, 2006 and the initial
    shareholder of the Capital Growth and Growth Leaders Funds approved the advisory agreement on March 16, 2006.
    Shareholders of the Small Company Fund last approved the advisory agreement on January 24, 2006. Shareholders of

    37



    each of the Common Stock, International Equity and Mid Cap Funds last approved the advisory agreement on
    November 21, 2005. The initial sole shareholder of the Conservative Allocation Fund approved the advisory agreement
    on March 7, 2003. Shareholders of the Balanced, Government Securities and Short Maturity Government Funds last
    approved the advisory agreement on November 30, 1992. The Board last approved each of the advisory agreements on
    August 12, 2009.

    Each advisory agreement must be approved annually by vote of the Board or by the vote of a majority of the
    outstanding voting securities of the applicable Fund, but in either event it must also be approved by a vote of a majority
    of the Independent Directors who are not parties to the contract, or interested persons, as defined in the 1940 Act, of
    any such party, cast in person at a meeting called for the purpose of voting on such approval. With respect to the
    submission of the Company’s advisory agreement to shareholders, such matters shall be deemed to be acted upon
    effectively with respect to any Fund if a majority of the outstanding voting securities of such Fund vote for approval of
    such matter, notwithstanding (A) that such matter has not been approved by a majority of the outstanding voting
    securities of any other Fund affected by such matter, and (B) that such matter has not been approved by a vote of a
    majority of the outstanding voting securities of the Company.

    Each advisory agreement will terminate automatically in the event of its assignment and is terminable at any time
    without penalty by the Board, or, with respect to a particular Fund, by a majority of the Fund’s outstanding voting
    securities on not more than 60 days’ written notice to the Adviser and by the Adviser on 60 days’ written notice to the
    Fund.

    The Adviser has entered into a sub-advisory agreement with GLOBALT with respect to the Georgia Municipal Bond
    Fund. Pursuant to this agreement, GLOBALT provides the Adviser with a continuous investment program consistent
    with the Georgia Municipal Bond Fund’s stated investment objectives and policies. Under this agreement, the Adviser
    pays a fee to GLOBALT equal to 0.225% per annum of the average daily net assets of the Georgia Municipal Bond
    Fund. This agreement became effective May 4, 2007. This sub-advisory agreement also may be terminated by either of
    the Adviser or GLOBALT or by action of the Board or the shareholders of the Georgia Municipal Bond Fund on 60
    days’ written notice, without penalty, and terminates automatically in the event of its assignment.

    The Adviser has entered into a sub-advisory agreement with Steinberg with respect to the Mid Cap Value Fund.
    Pursuant to this agreement, Steinberg provides the Adviser with a continuous investment program consistent with the
    Mid Cap Value Fund’s stated investment objectives and policies. Under this agreement, the Adviser pays a fee to
    Steinberg equal to 0.50% per annum of the average daily net assets of the Mid Cap Value Fund. This agreement became
    effective May 4, 2007. This sub-advisory agreement also may be terminated by either of the Adviser or Steinberg or by
    action of the Board or the shareholders of the Mid Cap Value Fund on 60 days’ written notice, without penalty, and
    terminates automatically in the event of its assignment.

    The fees paid to GLOBALT and Steinberg by the Adviser for the three most recently completed fiscal years were as
    follows:

    Fiscal Year Ended  GLOBALT  Steinberg 
      (Georgia Municipal Bond  (Mid Cap Value Fund) 
    Fund)
    November 30, 2009  $67,029  $622,371 
    November 30, 2008  $71,189  $589,791 
    November 30, 2007  $48,906  $298,065 
     
      PROXY VOTING PROCEDURES 

    The Funds have adopted proxy voting procedures pursuant to which the Board delegates the responsibility for voting
    proxies relating to portfolio securities held by the Funds to the Adviser or relevant subadvisor as part of its general
    management of the applicable Fund, subject to the Board’s continuing oversight. The proxy voting procedures of the
    Adviser with respect to the Sustainable Core Opportunities and the Sustainable Growth Opportunities Funds, and a
    separate set of procedures for its other Funds, and of Steinberg and GLOBALT, are included in Appendix B to this
    Statement of Additional Information. For each Fund that makes any investments in voting securities, information
    regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended
    June 30 is available without charge, upon request, by calling 1-800-282-FUND(3863), on the Funds’ website at
    http://www.sentinelinvestments.com/proxy_voting_information.php or at the SEC’s website at http://www.sec.gov.

    38



      SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS

    Pursuant to policies and procedures adopted by the Funds and the Adviser, the Funds and the Adviser may, under
    certain circumstances, make selective disclosure with respect to a Fund’s portfolio holdings. The Board has approved
    the policies and procedures adopted by the Funds and has delegated to the Adviser the responsibility for ongoing
    monitoring and supervision to ensure compliance with these policies and procedures, including compliance with any
    confidentiality requirements applicable to recipients of portfolio holdings. The Funds’ Chief Compliance Officer has
    undertaken to report any violations of these policies and procedures, including any confidentiality requirements
    pursuant to them, to the Board.

    The Funds’ policy with respect to disclosure of portfolio holdings is that such disclosure shall be limited to:

    Public Disclosure:

    (i)     

    information with respect to portfolio holdings contained in the Funds’ Annual and Semi-Annual Reports to Shareholders;

    (ii)     

    information with respect to portfolio holdings contained in the Funds’ Form N-Q filed with the SEC, which is filed with the SEC within 60 days of quarter-end;

    (iii)     

    information with respect to portfolio holdings that is: (1) provided on the Funds’ website; (2) provided in the Funds’ marketing materials, broadly used with all selling intermediaries of the Funds; or (3) otherwise made generally available to anyone who requests it, in all such cases such information to the extent it discloses the specific securities held by a Fund to be only as of the last business day of a month and only at least 15 days later than the date of such information (except that for the Small Company Fund’s portfolio holdings other than the top ten holdings shall be at least 30 days later than the date of such information);

    Non-Public Disclosure:

    (iv)     

    information with respect to portfolio holdings of the Funds provided to recognized mutual fund information services, such as Lipper Inc. and Morningstar, Inc., such information to be provided as of the last business day of a month and only if either (a) such information is disclosed to such services at least 15 days later than the date of such information (except that for the Small Company Fund’s portfolio holdings other than the top ten holdings shall be at least 30 days later than the date of such information), or (b) such services agree that they and their employees will not disclose or trade on such information before it is publicly disclosed; and

    (v)     

    information with respect to portfolio holdings of the Funds provided to persons who request it, including selling group members, consultants and investors, such information to be provided (a) as of the last business day of a month and (b) at least 15 days later than the date of such information (except that for the Small Company Fund’s portfolio holdings other than the top ten holdings shall be at least 30 days later than the date of such information).

    Portfolio holdings information provided under (iii), (iv) or (v) above shall be released only by a limited group of
    individuals specifically designated by the Funds’ Chief Executive Officer or the President of the Funds’ distributor.
    Each individual shall be trained in these limitations on the release of portfolio holdings information. Neither the Fund,
    the Adviser nor its affiliates receive compensation or other consideration with respect to the release of such portfolio
    holdings information.

    The policy does not apply to the disclosure of information to: the Directors or their counsel; persons who owe a
    fiduciary or other duty of trust or confidence to the Company, such as the Funds’ counsel and registered public
    accounting firm; providers of fund accounting services; the Funds’ transfer agent and custodian; or executing brokers in
    connection with the sale of portfolio holdings. The fiduciary, contractual or other duties (e.g., legal or statutory) of
    these recipients generally require them not to misuse such information.

    The Funds have adopted policies and procedures, including a Code of Ethics and various policies regarding securities
    trading, to address potential conflicts of interest that may arise in connection with disclosure of portfolio information.
    Among other things, the Code of Ethics prohibits officers and employees of the Adviser from knowingly or
    intentionally trading, directly or indirectly, against the Funds in any of the Funds’ portfolio securities. The Code of

    39



    Ethics also generally prohibits such officers and employees from trading in a manner inconsistent with the best interests
    of the Funds.

    The Funds have entered into ongoing arrangements to provide selective disclosure of Fund portfolio holdings to the
    following persons or entities:

    • Board;

    • Funds’ Independent Registered Public Accounting Firm;

    • Funds’ custodian;

    • Funds’ transfer agent;

    • Funds’ administrator agent (in connection with accounting services); and

    • Mutual fund information services - Morningstar, Inc. and Lipper Inc.

    Selective disclosure of portfolio information is made to the Board, transfer agent, independent registered public
    accounting firm, administrator agent and custodian as frequently as necessary to enable such persons or entities to
    provide services to the Funds. Disclosure is made to Morningstar, Inc. and Lipper Inc. on a monthly basis.

    The Funds and the Adviser monitor, to the extent possible, the use of portfolio information by the individuals or firms
    to which it has been disclosed. There can be no assurance, however, that the Funds’ policies and procedures with
    respect to the selective disclosure of Fund portfolio information will prevent all misuse of such information by
    individuals or firms that receive such information.

      PRINCIPAL UNDERWRITER

    SFSC acts as the principal underwriter of shares of the Funds. Its principal business address is National Life Drive,
    Montpelier, Vermont 05604. SFSC is a Vermont general partnership of SAM and Sentinel Financial Services, Inc.
    (“SFSI”), a wholly owned subsidiary of SAM.

    The Funds receive the net asset value, as determined for the purpose of establishing the offering price, of each share
    sold. SFSC has advised the Funds that it allows concessions to intermediaries as shown in the applicable Prospectus,
    except that items of a promotional nature amounting in value to not more than $100 may be given from time to time as
    a sales incentive to registered representatives. SFSC has advised the Funds that the total amount of underwriting
    commissions paid to it in the fiscal years ended November 30, 2009, 2008 and 2007 were $5,863,816, $812,450 and
    $2,374,638, respectively. Of these amounts, SFSC retained, in the fiscal years ended November 30, 2009, 2008 and
    2007, $68,815, $14,150 and $108,166, respectively.

    During the fiscal year ended November 30, 2009, SFSC also received $305,593 in contingent deferred sales loads. It
    did not receive any brokerage commissions or other compensation from the Funds. The distribution contracts of the
    Company provide that SFSC use its best efforts to continuously offer the Funds’ shares. These contracts may be
    terminated by either party thereto on 60 days’ written notice, without penalty, and they terminate automatically in the
    event of their assignment. The distribution contracts must be approved annually in one of the same ways as described
    above for the advisery agreements.

    Payments to Intermediaries. SFSC or an affiliate compensates intermediaries that distribute and/or service investors in
    the Funds or, at the direction of a retirement plan’s named fiduciary, make payments to intermediaries for certain plan
    expenses or otherwise for the benefit of plan participants and beneficiaries. A number of factors are considered in
    determining whether to pay these additional amounts. In certain situations, such factors may include, without limitation,
    the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, the
    placing of the Funds on a preferred or recommended fund list, access to an intermediary’s personnel, and other factors.
    In addition to such payments, SFSC or an affiliate may offer other incentives in the form of sponsorship of educational
    or client seminars relating to current products and issues, assistance in training and educating the intermediaries’
    personnel, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging,
    entertainment and meals. SFSC anticipates that payments will be made to multiple intermediaries, including broker-
    dealers and other financial firms, and these payments may be significant. As permitted by SEC and the Financial
    Industry Regulatory Authority, Inc. (“FINRA”) rules and other applicable laws and regulations, SFSC may pay or allow
    other incentives or payments to intermediaries.

    40



    Some payments, which are sometimes referred to as “revenue sharing,” may represent a premium over payments made
    by other fund families, and investment professionals may have an added incentive to sell or recommend a Fund or a
    share class over others offered by competing fund families. During the calendar year ended December 31, 2009, such
    payments made by SFSC or its affiliates to intermediaries aggregated approximately $7,537,927, of which $1,963,166
    for shareholder servicing was reimbursed by the Funds. Payments for these purposes made by SFSC or an affiliate from
    their own resources may vary. Certain of the payments may be offset by 12b-1 fees retained by SFSC. The following
    is a list of intermediaries to which SFSC or an affiliate made payments in 2009 related to marketing the Funds and/or
    servicing Fund shareholders.

    Ameriprise Financial  Nationwide Investment Services Corp. 
    Ascensus  Nationwide Mutual Insurance Co. 
    Benefit Plans Administrators  Nylife Distributors 
    Charles Schwab & CO. Inc.  Oppenheimer & CO Inc 
    Commonwealth Fin. Network  Penn Mutual Life Insurance CO 
    Davenport & Company LLC  Pershing LLC 
    Edward Jones  Phoenix Life Insurance Company 
    Equity Services  Prudential Investment Management Services, Inc. 
    Expertplan Inc  Raymond James & Assoc. Inc. 
    Fidelity Investments  RBC Dain Rauscher 
    Financial Data Services Inc/ML  RBC Trust Company 
    First National Bank Of Omaha  Retirement Plan Co LLC 
    GWFS Equity Inc  Raymond James Financial 
    Janney Montgomery Scott  Robert W. Baird & CO. Inc. 
    Lincoln Retirement  Stifel Nicolaus & CO 
    Lincoln Investments Planning  TD Ameritrade 
    LPL Financial Corporation  Trustlynx 
    Marshall & Ilsley Trust CO NA  UBS Financial Services Inc 
    Mercer Human Resource  USI Consulting Group 
    Merrill Lynch  USI Securities Inc 
    Mid Atlantic Capital Corp  Vanguard 
    Morgan Stanley Smith Barney LLC  Wachovia Retirement 
    Morgan Stanley  Wells Fargo Advisors LLC 
    Mscs Financial Services  Wilmington Trust Retirement and Institutional 
    National Financial Services CO  Services 

    It is expected that SFSC or an affiliate will make payments to these and other intermediaries for similar purposes in the
    future.

    To promote sales of the Funds and consistent with NASD Conduct Rules, National Life, Equity Services, Inc. (“ESI”) and/or
    their affiliates, which are affiliates of SFSC, may contribute amounts to various non-cash and cash incentives paid to
    registered representatives of ESI the amounts of which may be based in whole or in part on the sales of the Funds, including
    (1) sponsoring educational programs, (2) sponsoring sales contests and/or promotions in which participants receive prizes
    such as travel, merchandise, hardware and/or software; (3) paying for occasional meals, lodging and/or entertainment; (4)
    making cash payments in lieu of business expense reimbursements; (5)making loans and forgiving such loans and/or (6)
    health and welfare benefit programs.

    National Life or an affiliate may provide loans to unaffiliated distribution firms to finance business development, and may
    then provide further loans or may forgive outstanding loans based on specified business criteria, including sales of the Funds,
    and measures of business quality.

      THE DISTRIBUTION PLANS

    The Company has adopted several plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Funds’ Class A, Class
    B, Class C, Class D and Class S shares, which have been and may be amended from time to time. In all cases, the Plans
    reimburse SFSC for expenses actually incurred.

    41



      Each Fund paid fees for the various activities shown below under the Plans in the amounts set forth below for the fiscal year
    ended November 30, 2009.

        Recovery           
      Service  Of           
      Fees Paid  Prepaid  Salaries  Occupancy  Total  Total   
      to  Sales  and  & Other  Sales  Travel &   
    Fund  Intermediaries  Comm.  Benefits  Expenses  Promotion Entertainment  Totals1 
    Balanced  $ 398,299  50,466  295,509  91,458  186,266  56,544  709,037 
    Capital Growth  191,401  1,985  149,980  47,425  96,600  29,321  325,332 
    Common Stock  1,332,833  66,542  1,104,133  332,327  676,519  205,462  2,352,526 
    Conservative               
    Allocation  211,880  55,693  157,943  42,082  85,691  26,018  430,032 
    Georgia Municipal               
    Bond  996    1,297  463  942  286  2,009 
    Government               
    Securities  462,193  108,432  1,845,199  257,023  523,039  158,905  1,461,033 
    Growth Leaders  44,005  9,096  71,910  12,508  25,473  7,733  95,058 
    International Equity  234,099  15,481  191,844  60,678  123,652  37,515  440,007 
    Mid Cap (formerly               
    Mid Cap Growth)  150,650  15,276  106,111  34,396  70,146  21,265  261,256 
    Mid Cap Value  213,216  31,026  178,391  41,278  84,162  25,521  376,524 
    Short Maturity               
    Government  3,182,812    5,718,634  332,936  677,449  205,838  3,299,137 
    Small Company  2,429,971  153,641  2,375,536  473,966  965,265  293,030  4,241,050 
    Small/Mid Cap  1,593  656  3,547  430  876  266  3,765 
    Sustainable Core               
    Opportunities  299,508  36  218,113  73,109  148,947  45,200  476,365 
    Sustainable Growth               
    Opportunities  167,457  86  127,875  42,381  86,388  26,202  276,161 
    Totals  9,320,913  508,417  12,546,022  1,842,460  3,751,415  1,139,106  14,749,292 

      1This represents the total payment by each Fund, which was less than the sum of all expenses because total
    expenses exceeded the maximum 12b-1 fee reimbursement. Total expenses were $14,359,040 greater than the
    maximum allowed reimbursement.

    Under the Plans applicable to Class A shares of the Funds, it is expected that the amounts payable to SFSC will be equal to
    (a) 0.30% of average daily net assets in the case of the Balanced, Capital Growth, Common Stock, Conservative Allocation,
    Growth Leaders, International Equity, Mid Cap, Mid Cap Value, Small Company, Sustainable Core Opportunities and
    Sustainable Growth Opportunities Funds, (b) 0.20% of average daily net assets in the case of the Georgia Municipal Bond
    and Government Securities Funds, or (c) 0.25% of average daily net assets in the case of the Short Maturity Government
    Fund. No fee is paid with respect to any Fund shares purchased prior to March 1, 1993.

    Under these Plans, SFSC may be reimbursed for distribution and service fees paid to financial intermediaries; salaries and
    expenses of the SFSC’s wholesale sales force and SFSC’s home office management and marketing personnel; expenses
    incurred by SFSC for the occupancy of its office space; expenses incurred by SFSC with respect to equipment and supplies;
    expenses incurred for the preparation, printing and distribution of sales literature used in connection with the offering of the
    Company's shares to the public; expenses incurred in advertising, promoting and selling shares of the Company to the public;
    expenses incurred for the preparation, printing and distribution of the prospectus and statement of additional information of
    the Company, and any supplement thereto used in connection with the offering of the Company’s shares to the public; and
    expenses incurred for the printing of additional copies for use by SFSC as sales literature of reports and other
    communications which were prepared by the Company for distribution to existing shareholders.

    Under the Plan applicable to the Class B shares of the Funds, it is expected that the amounts payable to SFSC will be equal to
    1.00% of the net assets of the Class B shares of the relevant Funds. SFSC will use such payments to recoup service fees with
    respect to Class B shares paid to financial intermediaries; front-end sales commissions paid by SFSC to financial

    45



    intermediaries, together with the costs of financing such payments incurred by SFSC, except to the extent such costs are
    recovered through contingent deferred sales charges collected by the Distributor; salaries and expenses of SFSC’s wholesale
    sales force, and SFSC’s home office management and marketing personnel; expenses incurred by SFSC for the occupancy of
    its office space; expenses incurred by SFSC with respect to equipment and supplies; expenses incurred for the preparation,
    printing and distribution of sales literature used in connection with the offering of Class B shares to the public; expenses
    incurred in advertising, promoting and selling Class B shares to the public; expenses incurred for the preparation, printing
    and distribution of the prospectus and statement of additional information of the Company, and any supplement thereto used
    in connection with the offering of the Company’s Class B shares to the public; expenses incurred for the printing of
    additional copies for use by SFSC as sales literature of reports and other communications which were prepared by the
    Company for distribution to existing shareholders, and (j) expenses incurred for state “blue sky” registration fees for the first
    year of operations of a new Fund.

    Under the Plan applicable to the Class C shares of the Funds, it is expected that the amounts payable to SFSC will be equal to
    1.00% of the net assets of the Class C shares of the relevant Funds. SFSC will use such payments to recoup service and
    distribution fees with respect to Class C shares paid to financial intermediaries; front-end sales commissions paid by SFSC to
    financial intermediaries, together with the costs of financing such payments incurred SFSC, except to the extent such costs
    are recovered through contingent deferred sales charges collected by SFSC; and expenses incurred for state “blue sky”
    registration fees for the first year of operations of a series of Class C shares of a Fund.

    Under the Plan applicable to the Class D shares of the Balanced Fund, it is expected that the amounts payable to SFSC will
    be equal to 0.75% of the net assets of the Class D shares of the Balanced Fund. SFSC will use such payments to recoup front-
    end sales commissions paid by SFSC to financial intermediaries, together with the costs of financing such payments incurred
    by SFSC, except to the extent such costs are recovered through contingent deferred sales charges collected by SFSC; salaries
    and expenses of SFSC’s wholesale sales force, and SFSC’s home office management and marketing personnel; expenses
    incurred by SFSC for the occupancy of its office space; expenses incurred by SFSC with respect to equipment and supplies;
    expenses incurred for the preparation, printing and distribution of sales literature used in connection with the offering of the
    Company’s Class D shares to the public; expenses incurred in advertising, promoting and selling shares of the Company’s
    Class D shares to the public; expenses incurred for the preparation, printing and distribution of the prospectus and statement
    of additional information of the Company, and any supplement thereto used in connection with the offering of the
    Company’s Class D shares to the public; expenses incurred for the printing of additional copies for use by SFSC as sales
    literature of reports and other communications which were prepared by the Company for distribution to existing shareholders,
    and expenses incurred for state “blue sky” registration fees for the first year of operations of a new Fund.

    Under the Plan applicable to the Class S shares of the Short Maturity Government Fund, it is expected that the amounts
    payable to SFSC will be equal to 0.75% of the net assets of the Class S shares of the Short Maturity Government Fund. SFSC
    will use such payments to recoup distribution fees paid to financial intermediaries; salaries and expenses of SFSC’s
    wholesale sales force, and SFSC’s home office management and marketing personnel; expenses incurred by SFSC for the
    occupancy of its office space; expenses incurred by SFSC with respect to equipment and supplies; expenses incurred for the
    preparation, printing and distribution of sales literature used in connection with the offering of the Company’s shares to the
    public; expenses incurred in advertising, promoting and selling shares of the Company to the public; expenses incurred for
    the preparation, printing and distribution of the prospectus and statement of additional information of the Company, and any
    supplement thereto used in connection with the offering of the Company’s shares to the public; and expenses incurred for the
    printing of additional copies for use by SFSC as sales literature of reports and other communications which were prepared by
    the Company for distribution to existing shareholders.

    The Board believes that a consistent cash flow resulting from the sale of new shares is necessary and appropriate to meet
    redemptions and for the Funds to take advantage of buying opportunities without having to make unwarranted liquidations of
    portfolio securities. Because SFSC receives no other compensation from the Funds, the Board believes it would benefit the
    Funds to have monies available for the direct distribution activities of SFSC in promoting the sale of shares of the Funds.

    The Plans have been approved by the Board, including all the Independent Directors. The Plans must be renewed annually by
    the Board, including a majority of the Independent Directors who have no direct or indirect financial interest in the operation
    of the Plans. It is also required that the selection and nomination of such Directors be done by the Independent Directors. The
    Plans and any distribution agreement may be terminated at any time, without penalty, by such Directors on 60 days’ written
    notice. SFSC or any intermediary may also terminate their respective distribution agreement at any time upon written notice.

      46



    The Plans and any distribution agreement may not be amended to increase materially the amount spent for distribution
    expenses or in any other material way without approval by a majority of the Funds’ outstanding shares, and all such material
    amendments to any Plan or any distribution agreement also shall be approved by a vote of a majority of the Independent
    Directors, cast in person at a meeting called for the purpose of voting on any such amendment.

    SFSC is required to report in writing to the Board at least quarterly on the amounts and purpose of any payments made under
    the Plans and any distribution agreement, as well as to furnish the Board with such other information as reasonably may be
    requested in order to enable the Board to make informed determinations of whether the Plans should be continued.

      FUND SERVICES ARRANGEMENTS

    Transfer Agency, Dividend Disbursing and Administrative Services. Sentinel Administrative Services, Inc. (“SASI”)
    provides the Funds with certain fund accounting, administration, transfer agency and shareholder relations services. SASI is
    a wholly owned subsidiary of the Adviser and is located at One National Life Drive, Montpelier, Vermont 05604. SASI
    performs the transfer agency responsibilities utilizing the computer system of DST Systems, Inc. (“DST”) on a remote basis.
    Effective June 7, 2007, SASI provides administration services, including fund accounting, under an Administration
    Agreement with the Company. The Administration Agreement provides for the Funds to pay SASI a monthly fee at the
    annual rate of 0.0375% of the first $4 billion of the Funds’ aggregate average daily net assets; 0.0350% of the next $3 billion
    of the Funds’ aggregate average daily net assets and 0.0325% of the Funds’ aggregate average daily net assets in excess of $7
    billion. The Funds are responsible for all charges of outside pricing services and other out-of- pocket expenses incurred by
    SASI in connection with the performance of its duties under the Administrative Agreement.

    Effective June 7, 2007, SASI provides transfer agency services under a Transfer Agent and Dividend Disbursing Agent
    Agreement with the Company. SASI’s annual fee for the services provided under the Transfer Agent and Dividend
    Disbursing Agent Agreement is $2,563,000, plus an amount equal to an annual rate of $15 per shareholder account in excess
    of 106,500 accounts as of the last day of the month preceding the installment due date, which is paid in twelve monthly
    installments due on the first day of each month for the preceding month. The base fee of $2,563,000 is subject to increase by
    an amount not in excess of the percentage increase in the Consumer Price Index, All Urban Consumers, Boston region, as
    published by the United States Department of Labor for the most recent twelve months for which data are available at the
    time of the last Company Board of Directors meeting in a fiscal year, or if such figure is not available, a similar measure of
    general inflation as may be agreed upon by SASI and the Company’s Board of Directors. The amounts of any such increases
    are subject to specific approval of the Company’s Independent Directors. SASI may also pay sub-transfer agent fees with
    respect to accounts held at retirement plan recordkeepers and similar intermediaries, which underlie an omnibus-type account
    on the Funds’ books and records and may be reimbursed by the Funds for such payments at a rate up to 0.17% of such assets.

    Prior to June 7, 2007, the Fund Services Agreement provided for the Funds to pay to SASI fixed fees totaling $1,052,625 per
    year for fund accounting and financial administration services. The Agreements also provided for an annual fee for transfer
    agency and shareholder relations services to the Company of $2,563,000 plus amounts equal to annual rates of $15 per
    shareholder account in excess of $106,500 as of the last day of the month preceding the installment due date. Each Fund was
    also responsible for certain out-of-pocket expenses, such as the DST system and a portfolio accounting system licensed from
    State Street Bank & Trust Company. The fixed fees were subject to increase under inflation clauses for fiscal years beginning
    December 1, 1994, and thereafter, to the extent approved by the Board. Fees were payable monthly in arrears. SASI paid sub-
    transfer agent fees with respect to accounts held at retirement plan recordkeepers and similar intermediaries, which underlie
    an omnibus-type account on the Funds’ books and records.

    Total fees payable to SASI (or its predecessor) under the Fund Services Agreement for the years ended November 30, 2009,
    2008 and 2007 were $6,729,301, $6,253,692 and $5,614,903, respectively. Many Fund shares are owned by certain
    intermediaries for the benefit of their customers. Because SFSC often does not maintain an account for shareholders in those
    instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries.

    SFSC or an affiliate makes payments out of its own resources to intermediaries, including those that sell shares of the Funds,
    for recordkeeping services as described above under “Payments to Intermediaries”. Retirement plans may also hold Fund
    shares in the name of the plan, rather than the participant. Plan recordkeepers, who may have affiliated financial
    intermediaries who sell shares of the Funds, may, at the direction of a retirement plan’s named fiduciary, be paid for
    providing services that would otherwise have been performed by SFSC or an affiliate. Payments may also be made to plan
    trustees to defray plan expenses or otherwise for the benefit of plan participants and beneficiaries. For certain types of tax-

    47



    exempt plans, payments may be made to a plan custodian or other entity which holds plan assets. Payments also may be
    made to offset charges for certain services, such as plan participant communications, provided by SFSC or an affiliate or an
    unaffiliated third party.

    In certain situations where SFSC or an affiliate provides recordkeeping services to a retirement plan, credits may be accrued
    which may be subsequently drawn down to pay for plan expenses. Credits may be accrued based on investments in particular
    Funds, or may be awarded for a given period of time. At the direction of a plan sponsor, credits generally may be used to
    offset certain non-recordkeeping expenses, such as the creation of plan participant communications. Credits also may be used
    to reimburse plan sponsors, or at the direction of plan sponsors, third parties, for expenses incurred in connection with plan
    services provided by a third party.

    Custodian Services. State Street Bank and Trust Company, located at 801 Pennsylvania Avenue, Kansas City, MO 64105, is
    the Funds’ custodian (the “Custodian”). The Custodian is responsible for safeguarding and controlling the Funds’ cash and
    securities, handling the receipt and delivery of securities and collecting interest and dividends on the Fund’s investments.
    The Custodian is authorized to establish separate accounts in foreign currencies and to cause foreign securities owned by the
    Fund to be held in its offices outside the United States and with certain foreign banks and securities depositories.

    Independent Registered Public Accounting Firm. [ ], located at [ ], is the Fund’s independent
    registered public accounting firm. The Funds’ independent registered public accounting firm is responsible for auditing the
    financial statements of the Company.

      PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

    In the case of listed securities, the Funds’ policy is to place its orders with firms that are members of a stock exchange on
    which such securities are listed or traded and in the case of securities traded in the over-the-counter market to deal directly
    with dealers who are primary market makers in such securities, without the use of a broker unless the Funds can obtain better
    price or execution through the use of a broker. Purchases are made for investment and not for trading purposes, except for the
    fixed income Funds where trading may be an important factor. Subject to the direction and control of the Board and in
    accordance with its advisory agreements, the Adviser supervises the investments of the Funds and, as an essential feature
    thereof, places orders for the purchase and sale of portfolio securities and supervises their execution, including negotiating
    the amount of the commission rate paid, in each case at prices it believes to be the best then available, taking into
    consideration such factors as price, commission, size of order, difficulty of execution and skill required of the executing
    broker-dealer as well as the extent to which a broker capable of satisfactory execution may provide research information and
    statistical and other services to the Adviser. In making such purchases and sales, the brokerage commissions are paid by the
    Funds. The Funds may also buy or sell securities from, or to, dealers acting as principals.

    Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), which was enacted by Congress in
    connection with the elimination of fixed commission rates on May 1, 1975, provides that, except as agreements such as
    investment advisory contracts otherwise provide, money managers such as the Adviser will not be deemed to have acted
    unlawfully or to have breached a fiduciary duty if, subject to certain conditions, a broker-dealer is paid in return for
    brokerage and research services an amount of commission for effecting transactions for accounts, such as the Funds, in
    excess of the amount of commission another broker-dealer would charge for effecting the transaction. In order to cause the
    Funds to pay such greater commissions, the Adviser has to determine in good faith that the greater commission is reasonable
    in relation to the value of the brokerage and research services provided by the broker-dealer viewed in terms of either a
    particular transaction or the Adviser’s overall responsibilities to the Funds and to its other clients.

    Brokerage and research services, as provided in Section 28(e) of the 1934 Act, include advice as to the value of securities, the
    advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities;
    furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and
    the performance of accounts and effecting securities transactions and performing functions incidental thereto (such as
    clearance, settlement and custody). Research obtained in this manner may be used by the Adviser in servicing any or all of
    the Funds and in servicing other client accounts, and the Adviser obtains research services through the commissions paid in
    managing other client accounts. The Funds may benefit from research obtained through the commissions paid by the
    Adviser’s other client accounts.

    48



    Although research and market and statistical information from brokers and dealers can be useful to the Funds, it is the
    opinion of the management of the Funds that such information is only supplementary to the Adviser’s own research effort,
    since the information must still be analyzed, weighed and reviewed by the Adviser’s staff.

    The Adviser obtains brokerage and research services specifically in exchange for commissions paid by the Funds and its
    other clients. These service providers may include, but are not limited to: Advent Software, BCA Research, Bloomberg,
    Briefing.com, CSFB Holt, Dow Jones, Empirical Research, Factset, Institutional Investor, ITG, Laffer Associates,
    LexisNexis, Morningstar, MSCI, NYSE, OPRA, Russell Indices, Standard & Poor’s, SNL, The Markets.com, Thomson
    Reuters and Value Line.

    Except for implementing the policies stated above, there is no commitment to place portfolio transactions with brokers or
    dealers who provide investment research. The Adviser has advised the Funds that it is not feasible to assign any precise value
    to services provided by such brokers and dealers to it, nor does the use of such services reduce its expense by any measurable
    or significant amount.

    For the fiscal years ended November 30, 2009, 2008 and 2007, the Funds paid total brokerage commissions of $4.1 million,
    $4.9 million and $3.6 million, respectively. Brokerage commissions paid by each listed Fund were as follows:

    Fund  11/30/09  11/30/08  11/30/07 
    Balanced  $58,198  $72,465  $99,169 
    Capital Growth  80,191  87,249  112,739 
    Common Stock  504,373  560,896  621,415 
    Conservative Allocation  21,181  21,569  3,622 
    Georgia Municipal Bond  300 
    Government Securities 
    Growth Leaders  40,393  24,802  23,448 
    International Equity  94,829  223,225  223,952 
    Mid Cap  180,741  375,032  397,125 
    Mid Cap Value  618,635  632,649  113,129 
    Short Maturity Government 
    Small Company  2,295,471  2,080,260  1,937,409 
    Sustainable Core Opportunities 1  91,936  300,773 
    Sustainable Growth Opportunities 1  114,274  480,887 
     
    1 Began operations on April 4, 2008.       

    Certain commissions were allocated on the basis of research and statistical or other services provided by the dealer, although
    selling group dealers may have participated therein. Of the total commissions paid by the Funds, 92.0%, 92.3% and 95.9%,
    respectively, were allocated in fiscal years 2009, 2008 and 2007 to brokers or dealers whose furnishing of research
    information was a factor in their selection.

    At such time as the Adviser deems it advisable, the Fund may participate in a program with State Street Global Markets, LLC
    (“State Street Global”) under which the Fund would receive a credit for part of the brokerage commission paid in any
    brokerage transaction directed to participating brokers. The credit is applied to Fund expenses payable to the Fund’s third-
    party service providers other than the Adviser or its affiliates. The credit may be applied to the fees of the Fund’s custodian,
    which is an affiliate of State Street Global. Neither the Adviser nor its affiliates receive any direct or indirect benefit from this
    arrangement.

    49



    For each Fund that acquired securities of its regular brokers or dealers (as defined in Rule 10b-1 of the 1940 Act) during the
    most recent fiscal year, listed below is the Fund’s aggregate holdings of the securities of such broker or dealer as of the close
    of the most recent fiscal year:

    Fund  Regular Broker-Dealer  Aggregate Value of 
        Securities Owned as of 
        November 30, 2009 
     
    Balanced  Morgan Stanley  $ 789,500 
      JP Morgan Chase & Co. 
    Capital Growth  JPMorgan Chase & Co.  424,900 
      Wells Fargo & Co.  1,416,020 
    Common Stock  Bank of America Corp.  4,755,000 
      Morgan Stanley  9,474,000 
    Conservative Allocation  Goldman Sachs Group, Inc.  959,983 
      JPMorgan Chase & Co.  1,068,049 
      Wells Fargo & Co.  225,217 
      Bank of New York Mellon Corp.  199,800 
      Bank of America Corp.  200,819 
    Growth Leaders  JPMorgan Chase & Co.  1,062,250 
    International Equity  Credit Suisse Group  2,085,505 
    Mid Cap  Morgan Stanley 
    Small Company  Raymond James 
    Sustainable Core Opportunities  Bank of New York Mellon Corp.  1,598,400 
      Morgan Stanley  1,579,000 

      PORTFOLIO TURNOVER

    Portfolio turnover is the ratio of the lesser of annual purchases or sales of portfolio securities to average monthly market
    value, not including short-term securities. In the most recent full fiscal years ended 2009 and 2008, the Funds had the
    following rates of portfolio turnover:

    Fund  2009  2008 
     
    Balanced  80%  90% 
    Capital Growth  26%  19% 
    Common Stock  19%  17% 
    Conservative Allocation  149%  306% 
    Georgia Municipal Bond  21%  11% 
    Government Securities  283%  458% 
    Growth Leaders  42%  34% 
    International Equity  17%  43% 
    Mid Cap  63%  82% 
    Mid Cap Value  50%  44% 
    Short Maturity Government  52%  58% 
    Small Company  30%  45% 
    Sustainable Core Opportunities  12%  82%* 
    Sustainable Growth Opportunities  29%  113%* 

    * The portfolio turnover rate for fiscal year 2008 for each of the Sustainable Core Opportunities Fund and the Sustainable
    Growth Opportunities Fund is for each Fund’s fiscal year ended June 30, 2008. The fiscal year end for each of the
    Sustainable Core Opportunities Fund and the Sustainable Growth Opportunities Fund changed from June 30 to November 30
    following the Fund’s June 30, 2008 fiscal year. The portfolio turnover rate for the period from July 1, 2008 to November 30,

    50



    2008 for the Sustainable Core Opportunities Fund was 6%, and the portfolio turnover rate for the same period for the
    Sustainable Growth Opportunities Fund was 39%.

    CAPITALIZATION
    Shares of the Company’s common stock are fully paid and non-assessable and have preemptive rights. Each such share is
    freely assignable to another bona fide investor by way of pledge (as, for example, for collateral purposes), gift, settlement of
    an estate and, also, by an investor who has held such Fund shares for not less than 30 days. Each share of the Company is
    entitled, at the discretion of the Board, to one vote per dollar of net asset value per share or one vote per share, on matters on
    which all Funds of the Company vote as a single class. Voting rights are not cumulative, so that the holders of more than
    50% of the shares voting in the election of Directors can, if they choose to do so, elect all the Directors of a Fund, in which
    event the holders of the remaining shares would be unable to elect any person as a Director.

    Each share of each class of a Fund is entitled to participate equally in dividends and distributions declared by a Fund and in
    the net assets of the Fund attributable to such class upon liquidation after satisfaction of outstanding liabilities.

    No Fund intends to hold annual meetings of shareholders in any year in which the 1940 Act does not require shareholders to
    act upon any of the following matters: (i) election of Directors; (ii) approval of a management agreement; (iii) approval of a
    distribution agreement; and (iv) ratification of selection of independent accountants.

    The by-laws of the Corporation require that a special meeting of shareholders be held upon the written request of not less
    than 25% of the outstanding shares entitled to vote at such meeting, if they comply with applicable Maryland law.

    The proceeds from the sale of shares of each Fund or class of shares of the Company and all income, earnings and profits
    therefrom irrevocably appertain to the Fund or class of shares. Each such Fund or class of shares records all liabilities
    (including accrued expenses) in respect of such Fund or class of shares, as well as a share of such liabilities (including
    general liabilities of the Company) in respect to two or more Funds or classes of shares, in proportion to their average net
    assets, or in proportion to the number of their respective shareholders. The Board has adopted an “Amended Rule 18f-3 Plan”
    for the Company under which the methods of allocating income and expenses among classes of shares of each Fund which
    has multiple classes, is specified, and the Company intends to comply fully with the provisions of Rule 18f-3 under the 1940
    Act in allocating income and expenses among the classes of such Funds. If any reasonable doubt exists as to the Fund or class
    of shares to which any asset or liability appertains, the Board may resolve such doubt by resolution.

    In the case of dissolution or liquidation of the Company, the shareholders of each Fund of the Company are entitled to
    receive ratably per share the net assets of such Fund, with any general assets of the Company distributed ratably per share,
    regardless of the Fund.

      HOW TO PURCHASE SHARES AND REDUCE SALES CHARGES

    Shares of the Funds may be purchased at the public offering price from any authorized investment dealer as described in the
    applicable Prospectus. The public offering price of Class A shares is the sum of the current net asset value per share plus a
    sales charge which ranges from 5.0% to 0% of the purchase price. The public offering price of Class C, Class I and Class S
    shares is equal to the current net asset value per share. Class B and Class D shares are not available for purchase, except that
    Class B shares may be exchanged at net asset value for Class B shares of other Funds, if offered, and dividends and
    distributions may be reinvested into both Class B and Class D shares. A contingent deferred sales charge (“CDSC”) may
    apply to redemptions of Class B and Class D shares, redemption of Class C shares in the first year after purchase, or to
    redemptions of Class A shares where the initial sales charge was zero based on a purchase of $1,000,000 or more. See the
    Prospectus for more information about how to purchase shares and/or receive a reduced sales charge.

    There may be eligibility requirements to purchase a particular share class. See the applicable prospectus for more
    information. In addition to the eligibility requirements for Class I shares specified in the prospectus, the Directors are eligible
    to defer compensation payable by the Company under a deferred compensation plan and direct such compensation, while
    deferred, to track the performance of the Class I shares of one or more of the Funds.

      ISSUANCE OF SHARES AT NET ASSET VALUE

    51



    Subject to the applicable provisions of the 1940 Act, certain investors may purchase Class A shares of the Funds at net asset
    value. Such investors are listed in the applicable Prospectus. Such investors include officers, directors and employees of the
    Funds, the Adviser, and the Advisers’ affiliates.

    You may redeem your shares on any business day (as defined below). Class A, Class I and Class S shares generally are
    redeemed at current net asset value; a CDSC may be payable on redemptions of Class A shares (under certain circumstances),
    Class B, Class C or Class D shares, and will be deducted from the redemption proceeds. For further information, please refer
    to the Prospectus.

      DETERMINATION OF NET ASSET VALUE

    Security Valuation: Equity securities that are traded on a national or foreign securities exchange and over-the-counter
    securities listed in the NASDAQ National Market System are valued at the last reported sales price or official closing price
    on the principal exchange on which they are traded on the date of determination as of the close of business of the New York
    Stock Exchange (“NYSE”), usually 4:00 p.m. Eastern time, each day that the NYSE is open for business. Foreign equity
    securities traded on a foreign securities exchange are subject to fair value pricing when appropriate, using valuations
    provided by an independent pricing service. Securities for which no sale was reported on the valuation date are valued at the
    mean between the last reported bid and asked prices. Over-the-counter securities not listed on the NASDAQ National Market
    System are valued at the mean of the current bid and asked prices. Fixed-income securities with original maturities of greater
    than 60 days, including short-term securities with more than 60 days left to maturity, are valued on the basis of valuations
    provided by an independent pricing service. The mean between the bid and asked prices is generally used for valuation
    purposes. Short-term securities with original maturities of less than 60 days are valued at amortized cost, which approximates
    market value. The value of short-term securities originally purchased with maturities greater than 60 days is determined
    based on an amortized value to par when they reach 60 days or less remaining to maturity. The amortized cost method values
    a security at cost on the date of purchase and thereafter assumes a constant amortization to maturity of any discount or
    premium. Investments in mutual funds are valued at the net asset value per share on the day of valuation. Securities for which
    market quotations are not readily available, or whose values have been materially affected by events occurring before the
    Fund’s pricing time but after the close of the securities’ primary markets, will be fair valued under procedures adopted by the
    Funds’ Board of Directors. The Board has delegated this responsibility to a pricing committee, subject to its review and
    supervision. The fair value hierarchy as required by accounting principles generally accepted in the United States of America
    (“GAAP”) are summarized in the three broad levels listed below:

    • Level 1 – Quoted prices (unadjusted) in active markets for identical assets at the time of the NYSE close (normally 4:00 p.m. Eastern time). Level 1 includes most domestic equities, American Depository Receipts, Exchange Traded Fund and Standard & Poor’s Depository Receipts that rely on unadjusted or official closing prices based on actual trading activity which coincides with the close of the NYSE.

    • Level 2 – Other significant observable inputs (evaluated prices factoring in observable inputs using some type of model, matrix or other calculation methodology which takes into consideration factors such as quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 2 includes most long-term and short-term fixed income investments, most foreign equities trading on foreign exchanges, forward foreign currency contracts and over- the-counter securities not listed on the NASDAQ National Market System that rely on a mean price which falls between the last bid and asked quotes coinciding with the close of the NYSE. Investments in other Regulated Investment Companies (“RICs”) that rely on calculated net asset values would also generally be considered Level 2.

    • Level 3 – Significant unobservable inputs (including non-binding broker quotes or the Sentinel Pricing Committee’s own assumptions in determining the fair value of investments).

    The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing
    in those securities. For example, money market securities are normally valued using amortized cost, which approximates the
    current fair value of a security, but since this value is not obtained from a quoted price in an active market, such securities are
    reflected as Level 2. There have been no significant changes in valuation techniques during the last fiscal period, but the
    Sentinel Pricing Committee considers factors such as few recent transactions, inconsistent price quotes and wider bid-ask
    spreads when determining if transactions are not orderly for fair valuation purposes. The fair value measurements as of
    November 30, 2009 are contained in the Annual Report.

    Securities transactions are accounted for on the next business day following trade date (trade date plus one). Under certain
    circumstances, exceptions are made so that purchases and sales are booked on trade date. These exceptions include: (1) when

    52



      trades occur on a day that happens to coincide with the end of a month; or (2) on occasion, if SASI, the Funds’ administrator,
    believes significant price movements are deemed large enough to impact the calculation of the net asset value per share.

      COMPUTATION OF MAXIMUM OFFERING PRICES AT NOVEMBER 30, 2009

      Class A Shares: (Reduced offering prices apply on purchases of $25,000 or more of shares of the Funds, as described in the
    Funds’ Prospectus.)

            Conservative  Government 
      Balanced  Capital Growth  Common Stock  Allocation  Securities 
    Net assets  202,967,665  117,018,980  820,776,866  76,373,709  606,364,740 
    Shares outstanding  13,114,494  7,368,128  30,166,116  6,952,057  54,370,762 
    Net asset value per           
    share           
    (redemption price)  15.48  15.88  27.21  10.99  11.15 
     
    Maximum offering           
    price per share1  16.29  16.72  28.64  11.57  11.61 
     
        International       
      Growth Leaders  Equity  Mid Cap  Mid Cap Value   
    Net assets  30,437,738  148,091,327  74,506,836  82,870,789   
    Shares outstanding  2,838,159  9,641,663  5,534,383  7,180,257   
    Net asset value per           
    share           
    (redemption price)  10.72  15.36  13.46  11.54   
    Maximum offering           
    price per share1  11.28  16.17  14.17  12.15   
            Sustainable   
      Short Maturity    Sustainable Core  Growth   
      Government  Small Company  Opportunities  Opportunities   
    Net assets  778,020,423  1,047,329,759  180,581,709  100,589,939   
    Shares outstanding  83,341,161  175,941,089  16,582,354  8,840,319   
    Net asset value per           
    share           
    (redemption price)  9.34  5.95  10.89  11.38   
    Maximum offering           
    price per share1  9.43  6.26  11.46  11.98   

      1 For the Balanced Fund, Capital Growth Fund, Common Stock Fund, Conservative Allocation Fund, Growth Leaders Fund,
    International Equity Fund, Mid Cap Fund, Mid Cap Value Fund, Small Company Fund, Sustainable Core Opportunities Fund
    and Sustainable Growth Opportunities Fund, the maximum offering price is 1000/950 times the net asset value per share. For
    the Government Securities Fund, the maximum offering price is 1000/960 times the net asset value per share. For the Short
    Maturity Government Fund, the maximum offering price is 1000/970 times the net asset value per share.

    In the case of Class C, Class I and Class S shares, the maximum offering price is equal to the net asset value per share.

      TAXES

      The Funds intend to continue to qualify for the special tax treatment afforded regulated investment companies (“RICs”)
    under the Code. As long as it so qualifies, a Fund will not be subject to federal income tax on the part of its net ordinary
    income and net realized capital gains which it distributes to shareholders. Each Fund intends to distribute substantially all of
    such income. If, in any taxable year, a Fund fails to qualify as a RIC under the Code, it would be taxed in the same manner as
    an ordinary corporation and all distributions from earnings and profits (as determined under U.S. federal income tax
    principles) to its shareholders would be taxable as ordinary dividend income eligible for the reduced tax rate for non-
    corporate shareholders (currently 15% but set to increase to 20% for taxable years beginning after December 31, 2010) and
    the dividends-received reduction for corporate shareholders.

    53



    The Company consists of several separate Funds. Each such Fund in the Company is treated as a separate corporation for
    federal income tax purposes and is thus considered to be a separate entity in determining its treatment under the rules for
    RICs. Losses in one Fund do not offset gains in another Fund, and the requirements (other than certain organizational
    requirements) for qualifying for RIC status are determined at the Fund level rather than at the Company level.

    Dividends paid by a Fund from its ordinary income or from an excess of net short-term capital gain over net long-term capital
    loss (together referred to hereafter as “ordinary income dividends”) are taxable to shareholders as ordinary income for federal
    income tax purposes. Distributions made from an excess of net long-term capital gain over net short-term capital loss
    (hereinafter referred to as “capital gain dividends”) are taxable to shareholders as long-term capital gains for federal income
    tax purposes, regardless of the length of time the shareholder has owned such Fund’s shares. Generally not later than 60 days
    after the close of its taxable year, each Fund will provide its shareholders with a written notice designating the amounts of
    any exempt-interest dividends and capital gain dividends, and the portion of any ordinary income dividends eligible for either
    the dividends received deduction allowed to corporations under the Code or the reduced individual income tax rate applicable
    to qualified dividend income, as described below.

    Certain dividend income and long-term capital gains are eligible for taxation at a reduced rate applicable to non-corporate
    shareholders for taxable years beginning prior to January 1, 2011. Under these rules, distributions comprised of dividends
    from domestic corporations and certain foreign corporations (generally, corporations incorporated in a possession of the
    United States, some corporations eligible for treaty benefits under a treaty with the United States and corporation to the
    extent their stock is readily tradable on an established securities market in the United States) are treated as “qualified
    dividend income” eligible for taxation at a reduced tax rate (currently 15% but set to increase to 20% for taxable years
    beginning after December 31, 2010) in the hands of non-corporate shareholders. A certain portion of dividends paid by a
    RIC to non-corporate shareholders may be eligible for treatment as qualified dividend income. In order for dividends paid by
    a Fund to be qualified dividend income, the Fund must meet holding period and other requirements with respect to the
    dividend-paying stocks in its portfolio and the non-corporate shareholder must meet holding period and other requirements
    with respect to the Fund’s shares. To the extent that a Fund engages in securities lending with respect to stock paying
    qualified dividend income, it may be limited in its ability to pay qualified dividend income to its shareholders. Additionally,
    to the extent a Fund’s distributions are derived from income on debt securities, or on certain types of preferred stock treated
    as debt for federal income tax purposes from short -term capital gain, such Fund’s distributions will not be eligible for the
    reduced tax rate.

    Any loss upon the sale or exchange of Fund shares held for six months or less will be disallowed for federal income tax
    purposes to the extent of any capital gain dividends received by the shareholder. Distributions in excess of a Fund’s earnings
    and profits will first reduce the adjusted tax basis of a holder’s shares and, after such adjusted tax basis is reduced to zero,
    will constitute capital gains to such holder for federal income tax purposes (assuming the shares are held as a capital asset).

    Dividends are taxable to shareholders for federal income tax purposes even though they are reinvested in additional shares of
    the Funds. Generally, distributions by the Government Securities Fund, International Equity Fund and Short Maturity
    Government Fund will not be eligible for the dividends received deduction allowed to corporations under the Code (although
    dividends from the International Equity Fund could be eligible to the extent attributable to dividends from domestic
    corporations). Except for distributions from the International Equity Fund (which may be attributable to dividends from
    qualifying foreign corporations as well as some domestic corporations), distributions from the previously listed Funds will
    also not be eligible for the reduced tax rate applicable to qualified dividend income in the hand of non-corporate
    shareholders. The Funds will allocate any dividends eligible for the dividends received deduction and/or the reduced income
    tax rate applicable to qualified dividend income, any capital gain dividends as well as any exempt-interest dividends (and
    preference items) among the various classes of shares according to a method (which they believe is consistent with SEC Rule
    18f-3 which authorizes the issuance and sale of multiple classes of shares) that is based on the gross income allocable to each
    class of shares during the taxable year, or such other method as the Internal Revenue Service (“IRS”) may prescribe.

    If a Fund pays a dividend in January which was declared in the previous October, November or December to shareholders of
    record on a specified date in one of such months, then such dividend will be treated for federal income tax purposes as having
    been paid by the RIC and received by its shareholders on December 31st of the year in which the dividend was declared.

    Under certain provisions of the Code, some shareholders may be subject to a withholding tax on most ordinary income
    dividends and on capital gain dividends and redemption payments (“backup withholding”). Generally, shareholders subject to

      54



    backup withholding will be non-corporate shareholders for whom no certified taxpayer identification number is on file with
    the Company, or who, to the Company’s knowledge, have furnished an incorrect number. When establishing an account, an
    investor must certify under penalty of perjury that such number is correct and that such investor is not otherwise subject to
    backup withholding. Backup withholding is not an additional tax. Any amount withheld generally may be allowed as a
    refund or credit against a shareholder’s federal income tax liability provided the required information is timely provided to
    the IRS.

    Ordinary income dividends paid to shareholders who are nonresident aliens or foreign entities generally will be subject to a
    30% U.S. withholding tax under existing provisions of the Code applicable to foreign individuals and entities unless a
    reduced rate of withholding or a withholding exemption is provided under applicable treaty law. However, for taxable years
    of a Fund beginning before January 1, 2010, dividends derived by a RIC from short-term capital gains and qualifying net
    interest income (including income from original issue discount and market discount) and paid to shareholders who are
    nonresident aliens and foreign entities, if and to the extent properly designated as “interest-related dividends” or “short-term
    capital gain dividends,” generally will not be subject to U.S. withholding tax. Under guidance issued by the IRS, a RIC will
    generally be allowed to designate the maximum amount of its qualified dividend income, interest related dividends and short
    term capital gain dividends even where the aggregate of the amounts designated exceeds the amounts of the RIC
    distributions. However, in any given tax year, there may be circumstances which would cause a Fund not to designate the
    maximum amount of interest-related income or short term capital gain income eligible for exemption. It is not possible to
    predict what portion, if any, of a Fund’s distributions will be designated as short-term capital gains or interest income exempt
    from withholding in the hands of nonresident and foreign shareholders. Nonresident stockholders are urged to consult their
    own tax advisers concerning the applicability of the U.S. withholding tax.

    Dividends and interest received by the International Equity Fund (and to a lesser extent, some of the other Funds) may give
    rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United
    States may reduce or eliminate such taxes. Shareholders of the International Equity Fund may be able to claim United States
    foreign tax credits with respect to such taxes, subject to certain conditions and limitations contained in the Code. A foreign
    tax credit may be claimed with respect to withholding tax on a dividend only if the shareholder meets certain holding period
    requirements. The distributing Fund also must meet these holding period requirements, and if the Fund fails to do so, it will
    not be able to “pass through” to shareholders the ability to claim a credit or a deduction for the related foreign taxes paid by
    such Fund. If a Fund satisfies the holding period requirements and if more than 50% in value of its total assets at the close of
    the taxable year consists of securities of foreign corporations, such Fund will be eligible to file an election with the IRS
    pursuant to which shareholders of the Fund will be required to include their proportionate shares of such withholding taxes in
    their United States income tax returns as gross income, treat such proportionate shares as taxes paid by them, and deduct such
    proportionate shares in computing their taxable incomes or, alternatively, use them as foreign tax credits against their United
    States income taxes. No deductions for foreign taxes may be claimed by non-corporate shareholders who do not itemize
    deductions. A shareholder that is a nonresident alien individual or a foreign corporation may be subject to United States
    withholding tax on the income resulting from a Fund’s election described in this paragraph but may not be able to claim a
    credit or deduction against such United States tax for the foreign taxes treated as having been paid by such shareholder.
    Additionally, certain retirement accounts cannot claim foreign tax credits on investments in foreign securities held in a Fund.
    The International Equity Fund, and other Funds to the extent applicable, will report annually to shareholders the amount per
    share of such withholding taxes and other information needed to claim the foreign tax credit. For purposes of passing through
    the foreign tax credit, the International Equity Fund will allocate foreign taxes and foreign source income among its classes
    of shares according to a method similar to that described above for the allocation of other types of income.

    Certain transactions of the Funds are subject to special tax rules of the Code that may, among other things, a) affect the
    character of gains and losses realized, b) disallow, suspend or otherwise limit the recognition of certain losses or deductions,
    and c) accelerate the recognition of income without a corresponding receipt of cash (with which to make the necessary
    distributions to satisfy distribution requirements applicable to RICs). Operation of these rules could, therefore, affect the
    character, amount and timing of distributions to shareholders. Special tax rules also will require some of the Funds to mark to
    market certain types of positions in their portfolios (i.e., treat them as sold on the last day of the taxable year), and may result
    in the recognition of income without a corresponding receipt of cash. The Funds intend to monitor their transactions, make
    appropriate tax elections and make appropriate entries in their books and records to lessen the effect of these tax rules and
    avoid any possible disqualification for the special treatment afforded RICs under the Code.

    No gain or loss will be recognized for federal income tax purposes by Class B or Class D shareholders on the conversion of
    their Class B shares into Class A shares. A shareholder’s basis in the Class A shares acquired will be the same as such

      55



    shareholder’s basis in the Class B shares converted, and the holding period of the acquired Class A shares will include the
    holding period for the converted Class B shares. Shareholders should consult their tax advisers regarding the state and local
    tax consequences of the conversion of Class B or Class D shares to Class A shares, or any other exchange or conversion of
    shares.

    No gain or loss will be recognized for federal income tax purposes by Class A shareholders exchanging into Class I shares of
    the same Fund pursuant to the provisions of the then-current Prospectuses. A shareholder’s basis in the Class I shares
    acquired will be the same as such shareholder’s basis in the Class A shares exchanged, and the holding period of the acquired
    Class I shares will include the holding period for the exchanged Class A shares. Shareholders should consult their tax
    advisers regarding the state and local tax consequences of the exchange of Class A shares for Class I shares of the same
    Fund, or any other exchange of shares.

    If a shareholder exercises an Exchange Privilege as described below within 90 days of acquiring such shares, then the loss
    such shareholder can recognize on the exchange for federal income tax purposes will be reduced (or the gain increased) to the
    extent any sales charge paid to the Company reduces any sales charge such shareholder would have owed for the shares of
    the new Fund in the absence of the Exchange Privilege. Instead, such sales charge will be treated as an amount paid for the
    new shares. Shareholders should consult their tax advisers regarding the state and local tax consequences of exchanging or
    converting classes of shares.

    A loss realized on a sale or exchange of shares of a Fund will be disallowed for federal income tax purposes if other Fund
    shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning
    30 days before and ending 30 days after the date the shares are disposed of. In such a case, the basis of the shares acquired
    will be adjusted to reflect the disallowed loss.

    The Code requires each Fund to pay a non-deductible 4% excise tax to the extent it does not distribute, during each calendar
    year, 98% of its ordinary income, determined on a calendar year basis (except for foreign currency gains and losses, when are
    determined on a November 30th year end), and 98% of its capital, determined on a November 30th year end, plus certain
    undistributed amounts from previous years. The Company anticipates that it will make sufficient timely distributions to avoid
    the imposition of the excise tax.

      SHAREHOLDER SERVICES

    Open Account. An open account is established automatically for each new investor, unless elected otherwise, in which all
    income dividends and any capital gains distributions are reinvested in additional shares, without charge, at the then current
    net asset value. Purchases made in this account will be made at the offering price on the day federal funds are available to the
    Funds as described in the applicable Prospectus.

    The Funds reserve the right at any time to vary the initial and subsequent investment minimums of any Fund.

    Policyowners of National Life who invest policy dividends may open an account in any of the Funds with a minimum initial
    purchase of $50 or more of policy dividends and subsequent assignment of dividends to the Funds.

    The Fund is not required to and does not currently intend to issue stock certificates.

    Except for confirmation of purchases, the cost of these shareholder services is borne by the Funds.

    Automated Clearing House (“ACH”). The ACH Network expedites the transfer of monies by electronically transmitting
    funds between member financial institutions. To take advantage of this convenient fund transfer method, you must provide
    SASI with a pre-designated destination. There is no charge for this service.

    Distribution Options. Shareholders of the Funds may elect to reinvest automatically their ordinary income and capital gain
    dividends in additional full and fractional shares of any one of the other funds of the Company of the same share class at the
    net asset value of the selected Fund at the close of business on the valuation date for the dividend, without the payment of any
    sales charge. Before exercising this option, shareholders should read the portions of the selected Fund’s Prospectus(es)
    relating to the fund’s objectives and policies. The target and original accounts for dividends must be in different funds.

    56



    Automatic Investment Plan. See the Prospectus for information and an application. The minimum initial investment and
    subsequent investment is $50.

    Telephone Investment Service. See the Prospectus for information and an application.

    Check Writing Service. (Class A shares of the Short Maturity Government Fund) A special feature of the Class A shares of
    this Fund is the check writing privilege available through State Street. Any shareholder who would like to draw checks on his
    account should check the box on the application captioned “Check Writing Service” or subsequently, make a written request
    to the Fund. Checks then will be provided by State Street. These checks may be made payable in any amount not less than
    $500. Withdrawals by check may not be made until shares have been in the account for at least fifteen (15) days. The price at
    which shares will be redeemed to cover a check will be the net asset value determined on the day the check clears. Potential
    fluctuations in net asset value of the Fund’s shares should be taken into account when writing checks. If an ordinary income
    or capital gain dividend is paid during the period between writing and clearing of a check, the shareholder will be entitled to
    the dividend, but the net asset value of the shares will be reduced by the amount of the dividend payment. Because
    shareholders cannot determine the exact redemption price of their shares at the time a check is written, closing an account
    through check writing is not possible.

    SASI provides overdraft protection by automatically transferring available funds from your other identically registered
    accounts if you have available balances. A fee of $30.00 will be charged to the account when funds are transferred from
    protecting account(s) to cover an overdraft.

    There is no fee for check writing, but, upon notice, a fee for this service may be charged in the future. Fees are charged for
    stop payments, insufficient funds or other valid reasons.

    Exchange Privilege. This privilege also permits a shareholder whose financial needs have changed to transfer an investment
    from a National Life Variable Annuity account (presently the only such entity is the Variable Annuity Account I). Such
    transfers from a National Life Variable Annuity account are made without a sales charge on the basis of respective net asset
    values.

    An exchange is a taxable transaction for federal income tax purposes and any gain or loss realized is recognizable for such
    purposes.

    Exchanges may be subject to certain limitations and are subject to the Funds’ policies concerning excessive trading practices,
    which are policies designed to protect the Funds and their shareholders from the harmful effect of frequent exchanges. These
    limitations are described in the applicable Prospectus.

    Reinstatement Privilege. Shareholders who have redeemed all or part of their shares may reinvest all or part of the
    redemption proceeds at the current net asset value without charge if a written request is received or is postmarked within 90
    days after the redemption. Short Maturity Government Fund shareholders who have held their shares for 90 days or less,
    however, may only use the reinstatement privilege to reinvest in the Short Maturity Government Fund. If the shareholder
    realizes a gain on redemption, the transaction is taxable and reinvestment will not alter any capital gains tax payable. If the
    shareholder realizes a loss on redemption and subsequently uses the reinstatement privilege, some or all of the loss may be
    disallowed under current federal tax law.

    If the reinstatement is made for the purpose of effecting a rollover into an IRA, as described in Section 408(d)(3) of the Code,
    of a distribution from a tax sheltered retirement plan which had been invested in shares of the Funds, such reinvestment of
    redemption proceeds may be made any time within 60 days from the date on which the investor received the distribution.

    Right To Reject Purchase and Exchange Orders. Purchases and exchanges should be made for investment purposes only. The
    Funds each reserve the right to reject or restrict any specific purchase or exchange request. Because an exchange request
    involves both a request to redeem shares of one Fund and to purchase shares of another Fund, the Funds consider the
    underlying redemption and purchase requests conditioned upon the acceptance of each of these underlying requests.
    Therefore, in the event that the Funds reject an exchange request, neither the redemption nor the purchase side of the
    exchange will be processed. When a Fund determines that the level of exchanges on any day may be harmful to its remaining
    shareholders, the Fund may delay the payment of exchange proceeds for up to seven days to permit cash to be raised through

      57



    the orderly liquidation of its portfolio securities to pay the redemption proceeds. In this case, the purchase side of the
    exchange will be delayed until the exchange proceeds are paid by the redeeming Fund.

    Application of Excessive Trading Policy to Investors Who Transact Fund Shares Through Intermediaries. As described in the
    applicable Prospectus, under a Fund’s excessive trading policy the Fund may, in certain circumstances, reject an investor’s
    purchase or exchange of Fund shares, or impose a redemption fee. Upon implementation of Rule 22c-2 under the 1940 Act, a
    Fund will not permit investors to purchase shares through certain intermediaries, including brokers, that do not have
    shareholder information agreements with the Company, SFSC or SASI, acting on behalf of the Fund. Such shareholder
    information agreements are intended to help identify investors who engage in excessive trading through intermediaries. A
    Fund may elect to treat an intermediary that has no shareholder information agreement concerning the Fund as an individual
    investor with respect to its excessive trading policy. If a Fund makes this election, it will not, with respect to its excessive
    trading policy, consider any individual order to transact Fund shares that an investor has submitted to the intermediary, but
    will instead consider only single transactions submitted by the intermediary. Depending in part on an investor’s relationship
    with the intermediary, this may have adverse consequences to the investor -- such as the rejection of a transaction in Fund
    shares or the imposition of a fee -- that would not be borne by other investors who deal with the Fund directly or through a
    different intermediary.

    Redemptions in Kind. Shares normally will be redeemed for cash upon receipt of a request in proper form, although each of
    the Funds retain the right to redeem some or all of its shares in-kind under unusual circumstances, in order to protect the
    interests of remaining shareholders, by delivery of securities selected from the Fund’s assets at its discretion. In-kind
    payment means payment will be made in portfolio securities rather than cash. If this occurs, the redeeming shareholder might
    incur brokerage or other transaction costs to convert the securities to cash. The Funds have elected, however, to be governed
    by Rule 18f-1 under the 1940 Act so that each Fund is obligated to redeem its shares solely in cash up to the lesser of
    $250,000 or 1% of its net asset value during any 90-day period for any one shareholder of the Fund. The redemption price is
    the net asset value per share next determined after the initial receipt of proper notice of redemption.

      DEALER SERVICING FEES

    Dealers may charge their customers a processing or service fee in connection with the purchase or redemption of fund shares.
    The amount and applicability of such a fee is determined and disclosed to its customers by each individual dealer. Processing
    or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the
    applicable Prospectus and this Statement of Additional Information. Your financial intermediary will provide you with
    specific information about any processing or service fees you will be charged.

      GENERAL INFORMATION

    Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company,
    each as amended and supplemented, and various agreements referred to in the applicable Prospectus and this Statement of
    Additional Information are filed with the registration statement at the SEC to which reference is made for their full terms.
    Such documents and other information filed with the SEC may be obtained from the SEC upon payment of the fees
    prescribed by the Rules of the SEC and are also available at the SEC’s Internet Web site at http://www.sec.gov. All cash and
    securities of the Funds, except for U.S. government securities which are represented only in book entry form at the Federal
    Reserve Bank, are held by State Street or in a central depository system in the name of State Street Bank & Trust Company -
    Kansas City, 801 Pennsylvania Avenue, Kansas City, Missouri 64105 as the Funds’ Custodian. State Street is also Dividend
    Disbursing Agent for the Funds’ shares. SASI is Transfer Agent and Registrar for the Funds’ shares. All correspondence
    regarding the Funds should be mailed to Sentinel Administrative Services, Inc., P.O. Box 1499, Montpelier, Vermont 05601-
    1499.

    The independent registered public accounting firm for the Funds is [ ], located at [ ]. The independent
    registered public accounting firm is responsible for auditing the annual financial statements of the Company.

    Counsel for the Funds is Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.

    58



    FINANCIAL STATEMENTS

      59



      APPENDIX A: Bond Ratings

    Debt Ratings--U.S. Tax-Exempt Municipals

    There are nine basic rating categories for long-term obligations. They range from Aaa (highest quality) to C (lowest
    quality). Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The
    Modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a
    mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category.
    Advance refunded issues that are secured by escrowed funds held in cash, held in trust, reinvested in direct non-
    callable United States government obligations or non-callable obligations unconditionally guaranteed by the U.S.
    government are identified with a # (hatchmark) symbol, e.g. # Aaa.

    Aaa Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk
    and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable
    margin and principal is secure. While the various protective elements are likely to change, such changes as can be
    visualized are most unlikely to impair the fundamentally strong position of such issues.
    Aa Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they
    comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins
    of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater
    amplitude or there may be other elements present that make the long-term risks appear somewhat larger than in Aaa
    securities.
    A Bonds that are rated A possess many favorable investment attributes and are to be considered as upper medium
    grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be
    present that suggest a susceptibility to impairment some time in the future.
    Baa Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor
    poorly secured. Interest payments and principal security appear adequate for the present but certain protective
    elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack
    outstanding investment characteristics and in fact have speculative characteristics as well.
    Ba Bonds that are rated Ba are judged to have speculative elements; their future cannot be considered as well
    assured. Often the protection of interest and principal payments may be very moderate, and thereby not well
    safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this
    class.
    B Bonds that are rated B generally lack characteristics of the desirable investment. Assurance of interest and
    principal payments or maintenance of other terms of the contract over any long period of time may be small.
    Caa Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements
    of danger with respect to principal or interest.
    Ca Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in
    default or have other marked shortcomings.
    C Bonds that are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely
    poor prospects of ever attaining any real investment standing.
    Con. (...) Bonds for which the security depends upon the completion of some act or the fulfillment of some
    condition are rated conditionally. These are bonds secured by: (a) earnings of projects under construction, (b)
    earnings of projects unseasoned in operating experience, (c) rentals that begin when facilities are completed, or (d)
    payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon
    completion of construction or elimination of basis of condition.
    Description of Standard & Poor’s Municipal Issue Ratings

    Municipal Issue Rating Definitions

    A Standard & Poor’s issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a
    specific financial obligation, a specific class of financial obligations, or a specific financial program. It takes into
    consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation.
    The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does
    not comment as to market price or suitability for a particular investor.
    Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poor’s
    from other sources it considers reliable. Standard & Poor’s does not perform an audit in connection with any credit

    A-1



    rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or
    withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issue
    credit ratings can be either.

    Long-term Issue Credit Ratings
    Issue credit ratings are based in varying degrees, on the following considerations:
    1. Likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an
    obligation in accordance with the terms of the obligation;
    2. Nature of and provisions of the obligation; and
    3. Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other
    arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
    The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an
    entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy,
    as noted above.

    AAA An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to
    meet its financial commitment on the obligation is extremely strong.
    AA An obligation rated ‘AA’ differs from the highest-rated obligations only in small degree. The obligor’s capacity
    to meet its financial commitment on the obligation is very strong.
    A An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and
    economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its
    financial commitment on the obligation is still strong.
    BBB An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or
    changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial
    commitment on the obligation.
    BB, B, CCC, CC, And C Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant
    speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations
    will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major
    exposures to adverse conditions.
    BB An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major
    ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the
    obligor’s inadequate capacity to meet its financial commitment on the obligation.
    B An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently
    has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic
    conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the
    obligation.
    CCC An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business,
    financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event
    of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its
    financial commitment on the obligation.
    CC An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.
    C The ‘C’ rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has
    been taken, but payments on this obligation are being continued.
    D An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation
    are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes
    that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a
    bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

    Plus (+) or minus (-)

    The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus or minus sign to show relative standing
    within the major rating categories.

      A-2



    c The ‘c’ subscript is used to provide additional information to investors that the bank may terminate its obligation
    to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the
    issuer’s bonds are deemed taxable.
    p The letter ‘p’ indicates that the rating is provisional. A provisional rating assumes the successful completion of the
    project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely
    dependent upon the successful, timely completion of the project. This rating, however, while addressing credit
    quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon
    failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
    * Continuance of the ratings is contingent upon Standard & Poor’s receipt of an executed copy of the escrow
    agreement or closing documentation confirming investments and cash flows.
    r The ‘r’ highlights derivative, hybrid, and certain other obligations that Standard & Poor’s believes may experience
    high volatility or high variability in expected returns as a result of noncredit risks. Examples of such obligations are
    securities with principal or interest return indexed to equities, commodities, or currencies; certain swaps and options;
    and interest-only and principal-only mortgage securities. The absence of an ‘r’ symbol should not be taken as an
    indication that an obligation will exhibit no volatility or variability in total return.
    N.R. Not rated.

    Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic
    corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account
    currency exchange and related uncertainties.

    Bond Investment Quality Standards

    Under present commercial bank regulations issued by the Comptroller of the Currency, bonds rated in the top four
    categories (‘AAA’, ‘AA’, ‘A’, ‘BBB’, commonly known as investment-grade ratings) generally are regarded as
    eligible for bank investment. Also, the laws of various states governing legal investments impose certain rating or
    other standards for obligations eligible for investment by savings banks, trust companies, insurance companies, and
    fiduciaries in general.

      A-3



      APPENDIX B: Proxy Voting Procedures

    Sentinel Asset Management, Inc.
    Proxy Voting Philosophy and Procedures
    Revised June, 2007

    The proxy voting philosophy and procedures outlined below pertain to the mutual fund accounts managed by
    Sentinel Asset Management, Inc. (SAM). For externally managed accounts, the subadviser shall maintain its own
    proxy voting philosophy and policy.

    SENTINEL ASSET MANAGEMENT, INC. PROXY VOTING PHILOSOPHY
    In the broadest terms, Sentinel Asset Management, Inc. believes that its primary fiduciary responsibility is to
    maximize the financial returns of all managed accounts, and votes all proxies with this goal in mind.

    Fiduciary Responsibility
    Sentinel Asset Management, Inc. has the fiduciary responsibility to make all decisions (including those related to
    proxy issues) according to the best interests of the ultimate beneficiaries of the various accounts under management.
    While Sentinel Asset Management, Inc. will carefully review each proxy issue and evaluate the statements of
    competing parties, the determination of the final vote, and/or resolution of any potential conflict of interest, will be
    based solely on the best interests of Sentinel Asset Management, Inc. clients and Sentinel Asset Management, Inc.
    shareholders.

    Using Management Guidance
    Sentinel Asset Management, Inc. strives for consistency in its proxy voting, but also acknowledges that there are no
    hard and fast rules guiding all situations, and that specific conditions at two different companies may at times result
    in different votes on similar proxy resolutions. Since the quality of management is one of the most important
    considerations of Sentinel Asset Management, Inc. portfolio managers and analysts when making investments,
    considerable weight is given to the recommendations of a company’s management and directors with respect to
    proxy issues. In many cases, unless such recommendations conflict with the interests of SAC shareholders and
    Sentinel Asset Management, Inc. clients. Individual issues are always evaluated on their particular merits, and
    where conflicts arise between the interests of corporate management and the interests of SAC shareholders and
    Sentinel Asset Management, Inc. clients, resolution is always in favor of the latter group.

    Policy on Board of Directors
    Sentinel Asset Management, Inc. believes that meaningful, independent oversight of corporate managers is a vital
    role of a company’s Board of Directors. To that end, Sentinel Asset Management, Inc. will generally support
    proposals seeking a majority of independent directors for the board, as well as proposals requiring independent
    directors for nominating, audit and compensation committees. Votes on director nominees are made on a case-by-
    case basis examining such factors as board and committee composition, attendance and governance. Votes for
    director nominees may be withheld in cases with a lack of independence and/or lack of material financial interest in
    the company.

    Policy on Audit Committee
    Sentinel Asset Management, Inc. believes that audit committees should be comprised of financially literate,
    independent directors and shall vote in favor of such proposals. Further, the audit committee should have the
    exclusive authority to hire independent auditors. Sentinel Asset Management, Inc. will generally withhold votes for
    audit committee members who approve significant non-audit relationships with outside auditors, as well as vote
    against ratification of such outside auditor.

    Policy on Proxy Contest Defenses/Anti-takeover Measures
    Sentinel Asset Management, Inc. generally opposes proxy contest defenses and anti-takeover measures since they
    tend to restrict shareholder rights and participation, and often limit the realization of maximum economic values.
    Sentinel Asset Management, Inc. generally supports shareholder resolutions that serve to reverse previously adopted
    anti-takeover measures or, in general, enhance shareholder rights. However, as with all proxy issues, Sentinel Asset
    Management, Inc. conducts an independent review of each proposal and votes in the best interests of its clients.

    Anti-takeover measures that Sentinel Asset Management, Inc. generally opposes:

    • Classification of the Board of Directors

    B-1



    • Shareholder rights plans (poison pills)

    • Greenmail

    • Supermajority rules to approve mergers or amend charter or bylaws

    • Authority to place stock with disproportionate voting rights

    • Golden Parachutes

    Shareholder resolutions that Sentinel Asset Management, Inc. has generally supported:

    • Rescind or prohibit any of the above-anti-takeover measures

    • Annual voting of directors; repeal classified boards

    • Adoption of confidential voting

    • Adoption of cumulative voting

    • Redeem shareholder rights plans

    • Proposals that require shareholder approval of rights plans (poison pills)

    Policy on Capital Structure
    Sentinel Asset Management, Inc. carefully considers proposals to authorize increased shares, and generally limits
    authorization to funding needs for the next twelve months or compelling management cases. Sentinel Asset
    Management, Inc. will generally vote for proposals to increase common shares for a stock split. Other capital
    structure proposals, such as preferred stock, will be voted for on a case-by-case basis.

    Policy on Executive and Director Compensation
    Sentinel Asset Management, Inc. believes that stock based compensation plans must be very carefully analyzed to
    protect the economic interests of shareholders, while providing proper motivation for corporate managers. Such
    plans should be highly correlated to both individual and corporate performance. Sentinel Asset Management, Inc.
    will oppose plans with excessive transfer of shareholder wealth, in the form of dilution to shareholder equity and
    voting power, to corporate executives and directors. Sentinel Asset Management, Inc. will consider other factors
    such as other corporate incentives, corporate performance, industry, terms and duration in its decision. Although
    each plan will be voted on a case-by-case basis, Sentinel Asset Management, Inc. will generally vote against plans
    which do not meet several criteria. Sentinel Asset Management, Inc. standards for option plan approval include: (1)
    dilution of less than 2% per annum, (2) strike prices either indexed against a relevant industry or market benchmark,
    or set at a premium to the current stock price, (3) strike prices set systematically, (4) options cost expensed, and (5)
    material revisions to plans voted by shareholders. Sentinel Asset Management, Inc. believes that these criteria will
    set votes in favor of plans that meet the overriding goal aligning management and shareholder interests, while
    providing reasonable economic incentives for managers. Sentinel Asset Management, Inc. will generally vote
    against option repricing, and will vote for proposals requiring shareholder approval to reprice options. Sentinel
    Asset Management, Inc. may withhold votes for director nominees in the event of option repricing without
    shareholder approval. Director compensation plans are viewed on a case-by-case basis, with the goal of protecting
    economic interests of shareholders and aligning interests of directors with shareholders. Employee Stock Purchase
    plans are voted on a case-by-case basis.

    Policy on Mergers and Corporate Restructurings
    All mergers, acquisitions and restructurings are voted on a case-by-case basis taking into account financial benefits
    and acquisition price.

    Social and Environmental Issues
    In recent years, a number of shareholder resolutions have been placed in corporate proxy statements that would
    require a company to alter its normal business practices in order to comply with the sponsor’s view of corporate
    responsibility or citizenship. Example of such proposals include requests that a company:

    • allow shareholder control of corporate charitable contributions

    • exit the nuclear power business

    • adopt the MacBride Principles

    • adopt the Valdez Principles

    • stop doing business with the US Department of Defense

    • stop using animals for product testing

    • make donations to a pro-life or pro-choice advocate

    • stop donations to a pro-life or pro-choice advocate

    B-2



    · move its annual meeting to a town with better public transportation

    While Sentinel Asset Management, Inc.’s directors, officers, employees and clients may have personal views with
    respect to each of these and other issues, it is Sentinel Asset Management, Inc.’s corporate policy not to favor
    resolutions that would impose mandatory constraints on a company’s perceived ability to compete in the
    marketplace. In practice, this generally means voting against these shareholder resolutions.

    Conflict of Interest Policy
    Sentinel Asset Management, Inc. will seek to identify material conflicts of interest which may arise between a Fund
    and Sentinel Asset Management’s business relationships. Such a conflict of interest may arise, for example, where
    Sentinel Asset Management, Inc., manages assets for a pension plan or other investment account of the company
    soliciting the proxy, or seeks to serve in such a capacity. A conflict may also arise where the company soliciting the
    proxy regularly does business with Sentinel Asset Management, Inc., potentially including securities dealers and
    investment banks. Where, in the judgment of the Chief Compliance Officer, a material conflict of interest exists,
    Sentinel Asset Management, Inc. will vote proxies in accordance with the following procedures:

    (1)     

    If the proposal to be voted upon is specifically addressed in this Philosophy and Procedures, and does not provide discretion to Sentinel Asset Management, Inc. on how to vote the matter, then the proxy will be voted in accordance with the recommendation of the third party proxy voting agent, and Sentinel Asset Management, Inc. will under no circumstances override that recommendation; and

    (2)     

    If the proposal is not addressed in this Philosophy and Procedures or this Philosophy and Procedures provides Sentinel Asset management, Inc. with discretion on how to vote, then Sentinel Asset Management, inc. will vote in accordance with the third party proxy voting agent’s general recommendation on the proposal.

    Policy With Respect to Securities Lending
    With respect to securities lending transactions, Sentinel Asset Management, Inc. seeks to balance the economic
    benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies. If
    Sentinel Asset Management, Inc. determines that a vote involves matters that would have a material effect on the
    Fund’s investment in securities that are out on loan, it will attempt to recall the Fund’s portfolio securities that are on
    loan in order to be able to vote proxies relating to such securities.

    PROXY VOTING PROCEDURES 
    Proxies for all accounts are forwarded to a single professional designated by the CEO of Sentinel Asset 
    Management, Inc A Corporate Governance and Proxy Voting Committee exists to review potential proxy voting 
    policy changes and to decide the outcome of controversial proxy decisions. 

    • Upon receipt, proxies are verified to insure that Sentinel Asset Management, Inc. or its affiliates own the shares to be voted as of the record date on the proxy statement, and to cross-check that the number of shares/votes indicated on the proxy is correct. This is verified via RiskMetric Group’s Insitutional Shareholder Services (“ISS”).

    • Every effort is made to insure that proxies are forwarded to Sentinel Asset Management, Inc. by ISS sufficiently in advance of each company’s annual meeting to allow ample time to research the issues, vote and return the proxy.

    • Once all proxies for an individual issue/company have arrived, the specific issues to be voted are researched. ISS provides Sentinel Asset Management, Inc. with an analysis of the issues based on our stated proxy voting guidelines. This recommendation is taken into consideration in the analysis of each issue; Sentinel Asset Management, Inc. makes the final voting decisions. When, in the judgment of the “designated professional,” the infrequent, controversial item arises on a proxy ballot, s/he will search out the opinions and recommendations of senior management who, acting as a “committee,” will determine the ultimate vote.

    • Based on this research, the proxies are voted by the above-noted designee, who has final discretion on individual issues (except as noted above).

    • After the proxies have been voted, each individual proxy vote is recorded in ISS, and a copy filed. ISS records: actual vote on each resolution, number of shares voted, whether vote was for or against management’s recommendation, and the date the proxy was voted. The copies are filed in the Sentinel Asset Management, Inc. library. This file is maintained electronically and in the investment library for a period of 5 years.

    B-3



      Sentinel Asset Management, Inc.

    Proxy Voting Policies and Procedures For Sentinel Sustainable Core Opportunities Fund, and Sentinel
    Sustainable Growth Opportunities Fund
    (March 2008)

    Introduction

    Sentinel Asset Management, Inc. (“SAM”) is a registered investment adviser with the U.S. Securities Exchange
    Commission (“SEC”) pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). SAM
    provides investment advisory services to various clients, two of which are the Sentinel Sustainable Core
    Opportunities Fund, and Sentinel Sustainable Growth Opportunities Fund (the “Funds”). SAM has the authority and
    discretion to vote proxy statements relating to the underlying securities that are held in the portfolios of the Funds.
    SAM has developed the following Proxy Voting Policies and Procedures (the “Procedures”) which it will apply in
    voting proxies with respect to securities held in the Funds, in order to ensure that SAM votes such proxies in the best
    interests of the Funds and their shareholders. SAM will follow a different set of proxy voting policies and
    procedures in voting proxies relating to securities held by clients other than the Funds.

    Procedures for Voting Proxies

    To help make sure that SAM votes Fund proxies in accordance with these Procedures, votes other client proxies in
    accordance with the procedures applicable to such other clients, and in the best interests of the Funds and other
    clients, SAM has established a Proxy Voting Committee (the “Committee”), which is responsible for overseeing
    SAM’s proxy voting process. The Committee consists of the following persons at SAM (i) the Chief Compliance
    Officer; (ii) one representative from the social research department; and (iii) one representative from the investment
    management department. The person representing each department on the Committee may change from time to
    time. The Committee will meet as necessary to help SAM fulfill its duties to vote proxies for clients, but in any
    event, will meet at least annually to discuss various proxy voting issues. The Committee will designate a chair who
    will be primarily responsible for coordinating the activities of the Committee. The initial chair will be the
    representative of the social research department. The chair also will be primarily responsible for dealing directly
    with any third party to whom SAM delegates its administrative duties with respect to voting proxies under these
    Procedures.

    One of the main responsibilities of the Committee is to review and approve these Procedures on a yearly basis.
    These Procedures are usually reviewed during the fourth quarter of the calendar year and may also be reviewed at
    other times of the year, as necessary. When reviewing these Procedures, the Committee looks to see if these
    Procedures are designed to allow SAM to vote proxies in a manner consistent with the goals of voting in the best
    interests of the Funds and their shareholders, and maximizing the value of the underlying shares being voted by
    SAM. The Committee will also review these Procedures to make sure that they comply with any new rules
    promulgated by the SEC or other relevant regulatory bodies. After these Procedures are approved by the
    Committee, SAM will vote proxies on securities held in the Funds generally in accordance with these Procedures.

    In order to facilitate the actual process of voting proxies, SAM has contractually delegated it administrative duties
    with respect to voting proxies to a third-party proxy voting agent (“the Agent”). Both the Agent and the Funds’
    custodian monitor corporate events for SAM. SAM also gives an authorization and direction letter to the Funds’
    custodian who then forwards the proxy statements to the Agent to vote the proxy. On approximately a weekly basis
    SAM will send the Agent an updated list of the security holdings in the Funds, so that the Agent can update its
    database and is aware of which proxies they will need to vote on behalf of the Funds. If needed, the Committee has
    access to these records.

    SAM provides the Agent with these Procedures to use to analyze proxy statements on behalf of the Funds, and the
    Agent is instructed to vote those proxy statements on behalf of the Funds in accordance with these Procedures.
    After receiving proxy statements relating to securities held by the Funds, the Agent will review the proxy issue and
    vote them in accordance with these Procedures. When the Procedures state that a proxy issue will be decided on a
    case-by-case basis, the Agent will contact SAM. The Committee Chair, who may consult with the appropriate
    portfolio manager or analyst from the investment management department to the extent necessary, will look at the
    relevant facts and circumstances and research the issue to determine how the proxy should be voted, so that the

    B-4



    proxy is voted in the best interests of the Funds and their shareholders and in accordance with the parameters
    described in these Procedures generally and specifically in the Proxy Voting Guidelines (the “Guidelines”) below.

    If these Procedures do not address a particular proxy issue presented with respect to a Fund holding, the Agent will
    similarly contact SAM. The Committee chair will look at the relevant facts and circumstances and research the
    issue to determine how the proxy should be voted, so that the proxy is voted in the best interests of the Funds and
    their shareholders, and pursuant to the spirit of these Procedures. These Procedures may be updated to reflect the
    proxy issue, if appropriate. After a proxy has been voted, the Agent will create a record of the vote in order to help
    SAM comply with its duties listed under “Availability of Proxy Voting Records and Recordkeeping” below.

    The Committee chair is responsible for overseeing the operations of the Agent in regards to Proxy voting for the
    Funds and will attempt to ensure that the Agent is voting proxies for the Funds pursuant to these Procedures. There
    may be times when SAM believes that the best interests of the Funds and their shareholders will be better served if
    SAM votes a proxy counter to the established proxy voting guidelines. In those cases, the Committee may review
    the research provided by the Agent on the particular issue, and it may also conduct its own research or solicit
    additional research from another third party on the issue. After gathering this information and possibly discussing
    the issue with other relevant parties, the Committee will use the information they have gathered to make a
    determination of how to vote on the issue in a manner which the Committee believes is consistent with these
    Procedures and in the best interests of the Funds and their shareholders. The Committee chair will notify the Agent
    how to vote in these instances.

    SAM will attempt to process every vote for proxy statements which it or its Agent receives with respect to the
    Funds. However, there are situations in which SAM may not be able to process a proxy. For example, SAM may
    not be given enough time to process a vote because SAM or its Agent received a proxy statement in an untimely
    manner. SAM will make every effort to avoid a situation where it is unable to vote a proxy.

    Company Management Recommendations

    When determining whether to invest in a particular company for the Funds, one of the factors SAM may consider is
    the quality and depth of the company’s management. As a result, SAM believes that recommendations of
    management on any issue (particularly routine issues) should be given a fair amount of weight in determining how
    proxy issues should be voted. Thus, on many issues, SAM votes are cast in accordance with the recommendations
    of the company’s management. However, SAM will normally vote shares held in the Funds against management’s
    position when it runs counter to the Guidelines, and SAM will also vote shares held in the Funds against
    management’s recommendation when such position is not in the best interests of the Funds and their shareholders.

    Conflicts of Interest

    As a matter of policy, the Committee and any other officers, directors, employees and affiliated persons of SAM will
    not be influenced by outside sources who have interests which conflict with the interests of the Funds when voting
    proxies for the Funds. However, in order to ensure that SAM votes proxies on securities held in the Funds in the
    best interests of the Funds and their shareholders, SAM has established the systems described below to properly deal
    with a material conflict of interest.

    Almost all proxies that SAM receives on behalf of the Funds are voted by the Agent in accordance with these
    Procedures. As stated above, these Procedures are reviewed and approved by the Committee during the fourth
    quarter of the calendar year and at other necessary times, and the Procedures are then utilized by the Agent going
    forward to vote proxies on behalf of the Funds. The Committee approves these Procedures only after it has
    determined that these Procedures are designed to help SAM vote proxies on behalf of the Funds in a manner
    consistent with the goal of voting in the best interests of the Funds and their shareholders. Because the majority of
    Fund proxies are voted by the Agent pursuant to the pre-determined Procedures, SAM usually makes no actual
    determination of how to vote a particular proxy, and therefore, in these cases the proxy votes made on behalf of the
    Funds do not present a conflict of interest for SAM.

    In the limited instances where SAM is considering voting a proxy contrary to the established proxy voting
    guidelines, or if there are no guidelines, or if the matter is to be determined on a case-by-case basis the Committee
    chair will first assess the issue to see if he or she is aware of any possible conflict of interest involving SAM or an
    affiliated person of SAM. If there is no perceived conflict of interest, the Committee chair will then vote the proxy

      B-5



    according to the process described in “Procedure for Voting Proxies” above. If the Committee chair has actual
    knowledge of a potential conflict of interest, the vote will be delegated to the Agent to vote in accordance with its
    general recommendations to its clients who seek its general recommendation on that vote.

    Availability of Proxy Voting Information and Recordkeeping

    SAM will also retain extensive records regarding proxy voting on behalf of the Funds. SAM will keep records of
    the following items: (i) these Procedures; (ii) proxy statements received regarding Funds’ securities (via hard copies
    held by the Agent or electronic filings from the SEC’s EDGAR filing system); (iii) records of votes cast on behalf of
    the Funds (via the Agent); and (iv) records of any Fund shareholder’s written request for information on how SAM
    voted proxies for a Fund, and any written response by SAM to an oral or written shareholder request for information
    on how SAM voted proxies for the Funds. These records will be maintained in an easily accessible place for at least
    five years from the end of the fiscal year during which the last entry was made on such record. For the first two
    years, such records will be stored at the offices of SAM.

    Proxy Voting Guidelines

    The following Guidelines give a general indication as to how SAM will vote shares held by the Funds. The Proxy
    Committee has reviewed the Guidelines and determined that voting proxies pursuant to the Guidelines should be in
    the best interests of the Funds and their shareholders and should facilitate the goal of maximizing the value of the
    Funds’ investments. Although SAM will usually vote proxies in accordance with these Guidelines, SAM reserves
    the right to vote certain issues counter to the Guidelines if, after a thorough review of the matter, SAM determines
    that the best interests of the Funds and their shareholders would be served by such a vote. Moreover, the list of
    Guidelines below is not exhaustive and does not include all potential voting issues. To the extent that the Guidelines
    do not cover potential voting issues, SAM will vote shares held by the Funds on such issues in a manner that is
    consistent with the spirit of the Guidelines below and that promotes the best interests of the Funds and their
    shareholders.

    Proxy Voting Guidelines

    SAM is committed to the financial interests of the Funds and their shareholders, which includes, with respect to the
    Funds, the responsibility of encouraging socially and environmentally responsible behavior at the companies in
    which the Funds invest. To achieve those goals, SAM votes proxies on behalf of the Funds according to the
    following Guidelines. In certain cases SAM may deviate from these Guidelines as a company’s particular situation
    demands.

    Diversity

    On behalf of the Funds and their shareholders, SAM supports initiatives to increase diversity on boards of directors
    and among upper management. Reasons to support these initiatives include the findings of a 2004 study of 353
    Fortune 500 companies by Catalyst, which found that companies with the most diversity among senior company
    leadership significantly outperformed companies with little diversity in senior positions. According to data analyzed
    by Catalyst, companies with the most diversity had 35% higher return on equity and 34% higher total shareholder
    return than companies with little diversity. 1998 study by Hillman, Harris, Cannella and Bellinger, which found that
    S&P 500 companies with diversity had better shareholder returns with decreased risk to shareholders. The study
    also showed that companies with the most women and minority directors produced returns averaging 21% higher
    than companies with no diversity. Companies with higher levels of diversity allow them to better reflect and
    respond to a diverse customer base. Diversity at the top sends a clear signal to employees that the issue is of
    importance to the company; a move that coincides with improved employee morale and reduced turnover.
    Therefore, with respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals asking the board to include more women and minorities on the board of
    directors.

    · SAM will SUPPORT proposals asking management to report on the company’s affirmative action
    policies, including the release of EEO-1 forms and statistical documentation of diversity at various
    positions in the company.

      B-6



    Equality Principles

    · When voting proxies on shares held in the Funds, SAM will SUPPORT proposals that ask management to
    adopt a sexual orientation non-discrimination policy. When so voting, SAM will also support initiatives to
    provide spousal benefits to domestic partners regardless of sexual orientation, and to promote diversity and
    tolerance through company sponsored programs.

    Animal Testing

    SAM does not invest, on behalf of the Funds, in companies that conduct animal testing when not required by law.
    However, companies in which the Funds invest may have conducted animal testing in the past or are required to by
    law. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals asking companies to phase out or stop animal testing when not required by
    law.

    · SAM will SUPPORT proposals asking management to develop animal welfare standards and report on
    those initiatives to shareholders.

    Environment

    CERES & Global Reporting Initiative (GRI)

    The Coalition for Environmentally Responsible Economies (CERES) was formed in 1999 in response to the Exxon
    Valdez tanker spill in Alaska. The Coalition created a set of principles designed to serve as a guide for
    environmental stewardship. By endorsing the principles, a company commits itself to:

    · Work towards a sustainable business model that conserves energy and natural resources and promotes
    environmental restoration;

    · Clearly define goals and measures of progress;

    · Report to the public the progress towards those goals in a CERES Report format.

    The Global Reporting Initiative (GRI) is a multi-stakeholder process and independent institution whose mission is to
    develop and disseminate globally applicable Sustainability Reporting Guidelines. These guidelines are for voluntary
    use by organizations for reporting on the economic, environmental, and social dimensions of their activities,
    products, and services. Investors, companies and stakeholders use this information to measure performance,
    benchmark against peers and evaluate risks. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals asking management to endorse the CERES Principles.

    · SAM will SUPPORT proposals asking management to issue a sustainability reporting using the Global
    Reporting Initiative (GRI) guidelines.

    Emissions of Pollutants

    With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask management to control reduce or minimize emissions of
    pollutants into the air, water and soil.

    · SAM will SUPPORT proposals that ask management to review alternative energy resources, such as solar
    or wind power.

    Safer Chemicals and Substitution Policies

      B-7



    Companies face increased risks of market exclusion, damage to their reputations, interrupted supply chains and
    costly litigation due to rising public awareness and concern about the safety of toxic chemicals in consumer
    products. Companies have responded to the concerns of governments, shareholders and consumers in recent years
    by halting the sale and production of products containing mercury, polyvinylchloride (PVC) and other toxic
    chemicals. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask companies to phase out specific toxic chemicals where safe
    alternatives are available, report on their progress in doing so or on the feasibility of doing so.

    · SAM will SUPPORT proposals that ask companies to reformulate products globally to meet the most
    stringent national or regional standards for toxic chemicals applicable to those products.

    Hazards at Facilities

    Companies have a responsibility to inform members in the community about potential environmental health or
    safety risks posed by substances used at company facilities. Shareholders have asked companies to provide this
    information in a report to the community. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask companies to report on hazards posed by manufacturing facilities.

    Take Action on Climate Change

    Over the past one hundred years, the atmospheric concentration of carbon dioxide increased from 280 parts per
    million to 365 parts per million. Scientists expect that number to increase to 560 parts per million in the next 50
    years, with the effect of bigger more severe storms, more frequent droughts and increased smog and other natural
    disasters. Signatories of the Kyoto Protocol in 1997 agreed to reduce carbon dioxide to 7% below 1990 levels.
    Since 1997, many companies have been asked to report or take action on climate change as proposed in the Kyoto
    agreement. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask management to report or take action on climate change.

    Genetically Engineered Products

    There is growing concern that genetically engineered products may pose serious health risks to humans, animals and
    the environment. Many investors are concerned that adverse effects on people or the environment by these
    genetically engineered products may produce significant liabilities for a company. With respect to proxies on shares
    held in the Funds,

    · SAM will SUPPORT proposals asking management to label, or restrict or phase out sales of genetically
    engineered products.

    · SAM will SUPPORT initiatives asking companies to report on the financial risks of production and
    consumption of genetically engineered products, or the risks of halting or restricting their production.

      B-8



    Human Rights

    In efforts to reduce product costs, many companies make or import their products from factories in low-wage,
    developing countries that either do not have rigorous comprehensive labor or environmental codes or do not enforce
    them. As a result, numerous reports have surfaced about deplorable working conditions, also known as
    “sweatshops.” Many organizations have asked companies to adopt codes of conduct to address this issue, and hire
    independent monitoring groups to ensure the implementation of those codes at both company and sub-contractor
    factories. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask management to report on global company or contractor labor
    standards.

    · SAM will SUPPORT proposals asking management to adopt codes of conduct based on International
    Labor Organization (ILO) core labor conventions or other labor standards.

    · SAM will SUPPORT proposals that ask management to use independent third party monitoring to ensure
    compliance with International Labor Organization (ILO) standards.

    Operations in Mexico

    In 1965, the Mexican government created the maquiladora program to combat high unemployment in northern
    Mexico. U.S. companies have moved many manufacturing operations to the area to lower their costs, which has
    been beneficial for many Mexicans and Americans in the form of jobs and affordable goods. However, critics say
    the development has come at the cost of worker safety, environmental pollution and low wages. Therefore, with
    respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals that ask management to report on or review operations in Mexico, or adopt
    labor standards for operations in Mexico.

    Operations in Burma

    The SPCD, the ruling military government in Burma (also known as Myanmar), has been accused of gross human
    rights violations in the deaths of over 10,000 civilians following political unrest. International human rights groups
    have also found evidence of extra-judicial killings, rape and use of forced labor in enforcing a cease fire between
    various ethnic groups. The international community has heeded the call by the National Coalition Government of
    the Union of Burma, a government-in-exile, for economic sanctions against the country and the ruling military
    regime.

    Although SAM will usually avoid investing, on behalf of the Funds, in companies with operations in Burma, there
    may be exceptions for humanitarian products and services, such as food and medicines. We will follow these
    guidelines for proposals related to Burma, with respect to proxies on shares held in the Funds:

    · SAM will SUPPORT proposals asking the company to cut financial or business ties to the ruling military
    regime. We will also support resolutions that ask management to suspend all operations in Burma.

    · SAM will SUPPORT proposals that ask management to report on operations in Burma.

    · SAM will SUPPORT proposals that ask management to use no contractors in or source products from
    Burma.

    China

    As an emerging economic power, China manufactures many products for companies in nations around the world.
    Human rights groups are concerned about working conditions in China, including the possible use of forced or slave
    labor to produce goods. The Chinese government says prisons are designed to maintain social order and produce

      B-9



    goods for the economy, but the goods in those prisons are not exported outside of China. With respect to proxies on
    shares held in the Funds,

    · SAM will SUPPORT proposals that ask management to certify that company operations in China are
    conducted free of forced or slave labor.

    · SAM will SUPPORT proposals asking management to implement and/or increase activity on each of the
    principles of the U.S. Business Principles for Human Rights of Workers in China.

    Tobacco

    SAM does not invest, on behalf of the Funds, in companies that are involved in the production of tobacco, but this
    does not include media companies that may accept advertising revenue from tobacco companies. The promotion of
    tobacco products, particularly when they are targeted at children, may be counter to the best interests of the Funds
    and their shareholders. Additionally, second-hand smoke can pose health risks in the work environment. With
    respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals to sever the company’s links to the tobacco industry.

    · SAM will SUPPORT proposals asking companies to report on or adopt ethical criteria for accepting
    tobacco advertising.

    · SAM will SUPPORT proposals asking companies to adopt no-smoking policies for facilities or places of
    business.

    Non-Partisanship and Political Contributions

    In recent years, companies have faced scrutiny and criticism for political contributions to major political parties and
    candidates. There is a perception that companies consistently making large contributions are buying influence and
    unduly affecting the democratic process. With respect to proxies on shares held in the Funds,

    · SAM will SUPPORT proposals asking companies to affirm political non-partisanship.

    · SAM will SUPPORT proposals that ask companies to increase disclosure of political or political action
    committee contributions.

    · SAM will SUPPORT proposals asking companies to disclose their policies and history of soft dollar
    contributions. However, SAM will oppose such proposals if the company contributed $20,000 or less
    during the most recent federal election cycle.

    Board of Directors

    Boards may be most effective when they include people from diverse backgrounds who are independent from
    management. This is the most effective way for the board to represent shareholders’ interests. When voting proxies
    on shares held by the Funds, SAM defines directors as independent when the following criteria are met:

    1.     

    Director is not an current or former employee of the company.

    2.     

    Director is not an employee of a significant supplier or customer of the company.

    3.     

    Director is not in an interlocking relationship, where an executive sits on the board of another company that employs the first director.

    4.     

    Director is not a member of an entity that is one of the company’s paid consultants or advisers.

    5.     

    Director does not have a personal contract with the company or one of it’s affiliates or subsidiaries.

    6.     

    Director does not have any other personal, professional or financial relationship with any executives of the company that would impair the objectivity of the board member’s independent judgment.

    B-10



    SAM votes shares held by the Funds in the election of directors according to the following guidelines to encourage
    accountability, independence and diversity on the board of directors of a company:

    ·

    SAM will normally WITHHOLD votes from a slate of board nominees if the slate does not include any women or minorities.

     

    ·

    SAM will WITHHOLD votes from all directors if less then 50% of directors are independent. Similarly, we withhold votes from all directors if less than 100% of each committee’s membership is composed of independent directors. SAM considers the audit, compensation and nominating committees to be key committees.

     

    ·

    SAM will WITHHOLD votes from members of the audit committee if non-audit fees to the company independent accountant exceed 25% of aggregate fees. We believe that the objectivity and independence of the auditor is compromised when a large percentage of fees are obtained from non-audit services.

     

    ·

    SAM will WITHHOLD votes from all director nominees if the company does not ask for shareholder approval of the company’s auditor.

     

    ·

    SAM will WITHHOLD votes from individual directors if they attend less than 75% of board and committee meetings. We believe each director should devote the time necessary to effectively perform his or her duties as a director.

     

    ·

    SAM will WITHHOLD votes from individual directors if they are retired from active employment and serve on the boards of five (5) or more companies, or if they are actively employed and serve on the boards of two (2) or more companies.

     

    ·

    SAM will WITHHOLD votes from all directors if the board has a classified structure. Classified, or staggered, boards have members who are usually elected every three years with one third of the directors standing for election each year.


    Board of Directors – Related Proposals

    With respect to proxies on shares held in the Funds,

    ·

    ·

    SAM will SUPPORT proposals to increase diversity and allow union and employee board representation.

    SAM will SUPPORT proposals to remove classified boards and OPPOSE proposals to instate them. Classified boards can present an impediment to free market control, as it may serve as a form of anti- takeover defense. SAM believes the annual election of directors make them more accountable to shareholders.

     

    ·

    SAM will generally SUPPORT proposals to separate the positions of Chairperson and Chief Executive Officer. Similarly, SAM will generally SUPPORT proposals asking the Chair to be an independent director.

     

    ·

    SAM will SUPPORT proposals seeking to increase board independence and committee independence directors on the board and on each committee.

     

    ·

    SAM will SUPPORT proposals that seek to limit director liability. Recent trends indicate a rise in the number of suits filed against company executives. While directors should be held accountable for their actions, they should be protected from decisions made in good faith.

     

    ·

    SAM will OPPOSE proposals requiring minimum stock ownership if 1,000 more shares or more are required of each director.


    B-11



    ·

    SAM will generally SUPPORT proposals seeking to institute cumulative voting in the election of directors. The idea of cumulative voting is to provide minority shareholders with a greater chance of having a representative on the board of directors.

     

    ·

    SAM will generally SUPPORT proposal requiring that director nominees receive at least 50% of the vote to be elected to the board of directors. Since many corporate board elections are uncontested, a vote of less than 50% shows a significant lack of shareholder confidence in the nominee.


    Auditors
    With respect to proxies on shares held in the Funds,

    ·

    SAM will OPPOSE the approval or ratification of the auditor if 25% or more of the aggregate fees are for non-audit services.

     

    ·

    SAM will examine the fees paid to the independent auditor, as disclosed in the company proxy statement, to determine the ratio of non-audit fees to the aggregate fees. The objectivity and independence of the auditor may be compromised when a large percentage of fees are obtained from non-audit services.


    Ownership and Corporate Defenses

    On occasion, shareholders are asked to increase or decrease the number of shares authorized for issuance. SAM is
    mindful of the effects of these actions, and the rationale of the management for instituting the changes. The
    authorization of more shares presents management with potential takeover defenses, such as issuing stock to parties
    friendly to management. Therefore, with respect to proxies on shares held in the Funds,

    ·

    SAM will OPPOSE management proposals to increase authorized common stock if the proposed increase is not intended to effect a merger, stock split, re-capitalization or other reorganization.

     

    ·

    SAM will consider proposals to approve common stock, preferred stock or stock warrant issues on a case- by-case basis.

     

    ·

    SAM will OPPOSE management proposals to authorize or increase blank check preferred stock, when the board asks for the unlimited right to set the terms and conditions for the stock and may issue it for anti- takeover purposes without shareholder approval.

     

    ·

    SAM will OPPOSE management proposals to eliminate preemptive rights.


    Corporate Restructuring

    SAM looks at all mergers and other corporate actions on a case-by-case basis. With respect to proxies on shares
    held in the Funds, SAM evaluates mergers by looking at the financial impact on the Funds and at the social
    implications to stakeholders.

    Corporate Takeover Defenses

    Greenmail provisions are designed to thwart hostile takeover attempts. The company being targeted for takeover, in
    an effort to maintain control, offers a premium on shares owned by the hostile potential buyers. SAM believes this
    practice is not fair to shareholders, as one party receives a premium not available to other shareholders. Anti-
    greenmail provisions in corporate charters act to discourage firms from raiding and bullying a company in hopes of
    obtaining a short-term gain.

    · SAM will SUPPORT anti-greenmail provisions, and OPPOSE the payment of greenmail.

    Shareholder rights plans, commonly known as “Poison Pills” are one of the most popular types of corporate defense
    mechanisms. Shareholders are given rights to purchase shares at a deep discount in certain circumstances, such as
    when a hostile third party buys a certain percentage of the company’s outstanding stock. When that percentage is

    B-12



    achieved, the plan is triggered and shareholders are able to buy stock at a discount price. The practice effectively
    kills the takeover bid, as the voting power of the hostile party is diluted. Critics say these poison pill plans give
    directors strong powers to reject offers or discourage them altogether, which may not be in the best interest of
    shareholders. Therefore, with respect to proxies on shares held in the Funds,

    · ·

    SAM will SUPPORT resolutions to redeem shareholder rights plans. SAM will OPPOSE the adoption of a shareholder rights plan.


    Shareholder Issues

    With respect to proxies on shares held in the Funds,

    ·

    SAM will SUPPORT shareholders’ rights to call a special meeting, act by written consent and maintain the right to have in-person annual meetings.

     

    ·

    SAM will SUPPORT proposals that ask management to rotate the annual meeting location, as a means of providing greater shareholder access to the company.

     

    ·

    SAM will SUPPORT proposals to eliminate super-majority vote requirements to approve mergers, and OPPOSE proposals to establish super-majority vote requirements for mergers. SAM will support proposals to eliminate super-majority vote requirements (lock-in) to change bylaw or charter provisions. Conversely, SAM will OPPOSE proposals to establish those super- majority requirements.

     

    ·

    SAM will SUPPORT proposals asking the company to consider factors other that the interests of the shareholders in assessing a merger or takeover bid.


    Executive Compensation

    A properly planned and executed compensation program can have the effect of providing incentive to employees
    and executives critical to the long-term health of the company. Such a properly implemented program will also
    align the goals and reward of employees with those of stockholders. A comprehensive and well-designed
    compensation program of stock, salary and bonus components that is clearly understood by all parties can
    effectively achieve that goal.

    Mindful that such compensation should not harm shareholders while enriching executives and employees, SAM
    follows the following guidelines on the various forms of compensation, in voting shares held in the Funds:

    ·

    SAM will OPPOSE the approval of the stock option, stock award and stock purchase plans if the overall dilution of all company plans on outstanding shares is greater that 10%. Additionally, SAM will OPPOSE a plan if it has an automatic replenishment feature to add a specified number of percentage of shares for an award each year.

     

    ·

    SAM will OPPOSE the approval of stock option, stock award and stock purchase plans if the plans grant the administering committee the authority to reprice or replace underwater options to grant reload options, or to accelerate the vesting requirements of outstanding options. SAM will also OPPOSE stock option plans with minimum vesting requirements of less than two years.

     

    ·

    SAM will OPPOSE the approval of a stock option plan if the options are prices at less than 100% of fair market value of the underlying shares on the date of the grant.


    • In general, SAM will OPPOSE shareholders proposals that seek to limit executive compensation to an absolute dollar amount. SAM will evaluate other shareholder proposals that see to limit executive compensation on a case by case basis.

    B-13



    B-14



      GLOBALT Investments

      2009 Proxy Voting Policies

    GLOBALT has implemented policies and procedures that we believe are reasonably designed to ensure that
    proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6
    under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our
    advisory contracts. In addition to SEC requirements governing advisers, our proxy voting policies reflect the
    long-standing fiduciary standards and responsibilities for ERISA accounts.

    In an effort to make more informed proxy voting decisions, GLOBALT hired Glass Lewis & Co. to act as our
    proxy advisor. Glass Lewis provides GLOBALT with in-depth research on all proxies issued by the companies in
    our clients’ portfolios and voting recommendations for all proposals contained in those proxies. GLOBALT has
    complete decision-making authority and instructs our voting agent, IRRC (Investor Responsibility Research
    Center), whether we accept Glass Lewis’ recommendation or disagree and how we wish them to vote. We have
    every confidence that this added benefit only enhances our service to our clients as we make voting decisions in
    the best economic interest of the portfolios.

    The following is a summary of our proxy voting policies. References to “GLOBALT/we” include internal
    personnel, as well as third party service vendors.

    B-15



    Policy Overview

    I. A Board of Directors that Serves the Interests of Shareholders

    Election of Directors

    GLOBALT looks for talented boards with a proven record of protecting shareholders and delivering value over the
    medium- and long-term. We believe that boards working to protect and enhance the best interests of shareholders
    typically possess the following three characteristics: (1) independence; (2) a record of positive performance; and (3)
    members with a breadth and depth of experience.

    Independence

    GLOBALT looks at each individual on the board and examines his or her relationships with the company, the
    company’s executives and with other board members. The purpose of this inquiry is to determine whether pre-
    existing personal, familial or financial relationships (apart from compensation as a director) are likely to impact the
    decisions of that board member. We believe the existence of personal, familial or financial relationships makes it
    difficult for a board member to put the interests of the shareholders whom she is elected to serve above her own
    interests or those of the related party.

    To that end, we classify directors in three categories based on the type of relationships they have with the company:

    1.     

    Independent Director - A director is independent if she has no material financial, familial or other current relationships with the company, its executives or other board members except for service on the board and standard fees paid for that service. Relationships that have existed within three to five (3-5) years prior to the inquiry are usually considered to be “current” for purposes of this test.

    2.     

    Affiliated Director - A director is affiliated if she has a material financial, familial or other relationship with the company or its executives, but is not an employee of the company. This includes directors whose employers have a material financial relationship with the Company. In addition, we view a director who owns or controls 20% or more of the company’s voting stock as an affiliate.

    3.     

    Inside Director – An inside director is one who simultaneously serves as a director and as an employee of the company. This category may include a chairman of the board who acts as an employee of the company or is paid as an employee of the company.

    GLOBALT believes that a board will most effectively perform the oversight necessary to protect the interests of
    shareholders if it is independent. In general, we feel that at least two-thirds of the members of the board should
    consist of independent directors. In the event that more than one third of the members are affiliated or inside
    directors, GLOBALT typically withholds votes from some of the inside and/or affiliated directors in order to satisfy
    the two-thirds threshold we believe is appropriate.

    We believe that only independent directors should serve on a company’s audit, compensation, nominating and
    governance committees. GLOBALT typically withholds votes for any affiliated or inside director seeking
    appointment to an audit, compensation, nominating or governance committee or who has served in that capacity in
    the past year.

    In addition, we apply heightened scrutiny to avowedly “independent” chairmen and lead directors. We believe that
    they should be unquestionably independent or the company should not tout them as such.

    Performance

    GLOBALT favors governance structures that will drive performance and create shareholder value. The most crucial
    test of a board’s commitment to the company and to its shareholders lies in the actions of the board and its members.
    We look at the performance of these individuals in their capacity as board members and executives of the company
    and in their roles at other companies where they may have served.

    B-16



    We disfavor directors who have a track record of poor performance in fulfilling their responsibilities to shareholders
    at any company where they have held a board or executive position. GLOBALT typically withholds votes from the
    following:

    Board members generally:

    1.     

    A director who fails to attend a minimum of 75% of the board meetings and applicable committee meetings.

    2.     

    A director who belatedly filed a significant form(s) 4 or 5, or has a pattern of late filings (We look at these forms on a case-by-case basis).

    3.     

    A director who is also the CEO of a company where a serious restatement has occurred after the CEO certified the pre-restatement financial statements.

    4.     

    A director who has received two “withhold” recommendations from GLOBALT advisor Glass Lewis for identical reasons within the prior year at other companies.

    Audit committee members:

    1.     

    All members of an audit committee who are up for election and who served on the committee at the time of the audit, if audit and audit-related fees total 1/3 or less of the total fees billed by the auditor.

    2.     

    All members of an audit committee where non-audit fees include fees for tax services for senior executives of the company or involve services related to tax avoidance or tax shelter schemes.

    3.     

    All members of an audit committee that re-appointed an auditor that we no longer consider to be independent for reasons unrelated to fee proportions.

    4.     

    All members of an audit committee where the auditor has resigned and reported that a Section 10A Letter has been issued.

    5.     

    All members of an audit committee at a time when accounting fraud occurred at the company.

    6.     

    All members of an audit committee at a time when financial statements had to be restated due to negligence or fraud.

    7.     

    All members of an audit committee if the company repeatedly fails to file its financial reports in a timely fashion.

    8.     

    All members of an audit committee at a time when the company fails to report or to have its auditor report material weaknesses in internal controls.

    9.     

    All members of an audit committee when audit fees are excessively low, especially when compared with other companies in the same industry.

    10.     

    The audit committee chair if the committee failed to put auditor ratification on the ballot for shareholder approval for the upcoming year and fees for the past two years are reasonable (i.e. audit plus audit-related fees are higher than tax fees and higher than all other fees).

    11.     

    All members of an audit committee if the committee failed to put auditor ratification on the ballot for shareholder approval, if the non-audit fees or tax fees exceed audit plus audit-related fees in either the current or the prior year.

    12.     

    The chair of the audit committee if the committee does not have a financial expert or has a financial expert who does not have a demonstrable financial background sufficient to understand the financial issues unique to public companies.

    13.     

    The audit committee chair if the audit committee did not meet at least 4 times during the year.

    14.     

    The audit committee chair if the committee has less than three members.

    15.     

    All audit committee members who sit on more than three public company audit committees.

    16.     

    All members of the audit committee when the company receives a “material weakness” letter from the auditor in their 10-K.

    Compensation committee members:

    1.     

    All members of the compensation committee who are currently up for election and served at the time of poor pay-for-performance.

    2.     

    All members of the compensation committee (during the relevant time period) if excessive employment agreements and/or severance agreements were entered into.

    3.     

    All members of the compensation committee if performance goals were changed (i.e., lowered) when employees failed or were unlikely to meet original goals or performance-based compensation was paid despite goals not being attained.

    B-17



    4.     

    All members of the compensation committee if excessive employee perquisites and benefits were allowed.

    5.     

    The compensation committee chair, if the compensation committee did not meet during the year, but should have (e.g., executive compensation was restructured or a new executive was hired).

    6.     

    Any member of the compensation committee who has served on the compensation committee of at least two other public companies where compensation is not in line with performance and is also suspect at the company in question.

    Governance committee members:

    1.     

    All members of the governance committee during whose tenure the board failed to implement a shareholder proposal with a direct and substantial impact on shareholders and their rights (i.e., where the proposal received a sufficient number (i.e., at least a majority of shares voting) of shareholder votes to allow the board to implement or take the necessary precursor steps toward implementing that proposal).

    2.     

    The governance committee chair when the chairman is not independent and an independent lead or presiding director has not been appointed.

    Nominating committee members:

    1.     

    All members of the nominating committee when the committee nominated or renominated an individual who had a significant conflict of interest or whose past actions demonstrated a lack of integrity or inability to represent shareholder interests.

    2.     

    The nominating committee chair, if the nominating committee did not meet during the year, but should have (i.e., new directors were nominated).

    3.     

    In the absence of a governance committee, the nominating committee chair when the chairman is not independent and an independent lead or presiding director has not been appointed.

    Experience

    GLOBALT typically withholds votes from directors who have served on boards or as executives of companies with
    track records of poor performance, overcompensation, audit or accounting related issues and/or other indicators of
    mismanagement or actions against the interests of shareholders

    Likewise, GLOBALT looks for boards with talented directors who have a diversity of backgrounds and experience
    that will enable them to understand the issues particular to the company where they serve and who collectively have
    the ability to review and judge the critical issues they decide on behalf of shareholders.

    Where GLOBALT believes this diversified talent is missing from the board, we withhold votes as appropriate to
    address the issue.

    Other Considerations

    Irrespective of the overall presence of independent directors on the board, we believe that a board should be wholly
    free of people who have an identifiable and substantial conflict of interest. Accordingly, GLOBALT withholds
    votes from the following types of affiliated or inside directors under nearly all circumstances.

    Conflict of Interest:

    1.     

    CFO who presently sits on the board. In our view, the CFO holds a unique position relative to financial reporting and disclosure to shareholders. Because of the critical importance of financial disclosure and reporting, we believe the CFO should report to and not sit on the board.

    2.     

    Director who presently sits on an excessive number of boards. A board member who serves as an executive officer of any public company while serving on more than a total of four public company boards and any

    B-18



     

    other director who serves on more than a total of six public company boards typically receives a withhold vote from GLOBALT.

    3.     

    Director, or a director who has an immediate family member, who is currently providing consulting or other material professional services to the company. The one exception to this is for a representative of a law firm where the firm serves as general counsel to the company (or the board member serves as general counsel) if there is 1/3 or fewer affiliates and insiders on the board, including that director. These services may include legal, consulting or financial services to the company.

    4.     

    Director, or a director who has an immediate family member, who engages in airplane, real estate or other similar deals, including perquisite type grants from the company.

    5.     

    Current interlocking directorships. CEOs or other top executives who serve on each other’s boards create an interlock that poses conflicts that should be avoided to ensure promotion of shareholder interests above all else.

    While we do not believe there is a universally applicable optimum board size, we do believe that boards should have
    a minimum of five directors in order to ensure that there is a sufficient diversity of views and breadth of experience
    in every decision the board makes and to enable the formation of key board committees with independent directors.
    At the other end of the spectrum, we believe that boards whose size exceeds 15 will typically suffer under the weight
    of “too many cooks in the kitchen” and have difficulty reaching consensus and making timely decisions.

    To that end, we typically vote against the chairman of a board with fewer than 5 directors. With boards consisting
    of more than 20 directors, we typically vote against the members of the governance committee (or the nominating
    committee in the absence of a governance committee). For boards with between 15 and 20 directors, we make a
    case-by-case determination.

    Controlled Companies

    Controlled companies present an exception to our independence recommendations. The board of directors’ function
    is to protect the interests of shareholders; however, when a single individual or entity owns more than 50% of the
    voting shares, then the interests of the majority of shareholders are the interests of that entity or individual.
    Consequently, GLOBALT does withhold votes from boards whose composition reflects the makeup of the
    shareholder population. In other words, affiliates and insiders who are associated with the controlling entity are not
    subject to the two-thirds independence rule.

    The independence exceptions that we make for controlled companies are as follows:

    1. We do not require that controlled companies have boards that are at least two-thirds independent. So long
    as the insiders and/or affiliates are connected with the controlling entity, we accept the presence non-
    independent board members.
    2. The compensation committee and nominating and governance committee(s) do not need to consist of
    independent directors.
    a. We believe that controlled companies do not need to have standing nominating and corporate
    governance committees. Although a committee charged with the duties of searching for, selecting and
    nominating independent directors can be of benefit to all companies, the unique composition of
    controlled companies’ shareholder base make such a committee both less powerful and less relevant.
    b. We do not require compensation committees at controlled companies to be independent. Although
    we believe the duties of a committee charged with approving and monitoring the compensation
    awarded to a company’s senior executives would best be executed by independent directors, controlled
    companies serve a unique shareholder population whose voting power ensures the protection of its
    interests.
    c. In a similar fashion, controlled companies do not need to have an independent chairman or a lead
    or presiding director. Although, in our opinion, an independent director in a position of authority on
    the board – such as the chairman or presiding director – is best able to ensure the proper discharge of
    the board’s duties, controlled companies serve a unique shareholder population whose voting power
    ensures the protection of its interests.

    We do not make independence exceptions for controlled companies in the case of audit committee membership.
    Audit committees should consist solely of independent directors. Regardless of the company’s controlled status, the

    B-19



    interests of all shareholders must be protected by ensuring the integrity and accuracy of the company’s financial
    statements.
    In the case where an individual or entity owns more than 50% of the company’s voting power but the company is
    not deemed a “controlled” company, we lower our independence requirement from 2/3rds to a majority of the board
    and keep all other standards in place.

    Separation of the roles of Chairman and CEO
    GLOBALT believes that separating the roles of corporate officers and the chairman of the board is typically a better
    governance structure than a combined executive/chairman position. The role of executives is to manage the
    business on the basis of the course charted by the board. Executives should be in the position of reporting and
    answering to the board for their performance in achieving the goals set out by the board. This becomes much more
    complicated when management actually sits on, or chairs, the board.
    We view an independent chairman as better able to oversee the executives of the Company and set a pro-shareholder
    agenda without the management conflicts that a CEO and other executive insiders often face. This, in turn, leads to a
    more proactive and effective board of directors that is looking out for the interests of shareholders above all else.
    GLOBALT votes for proposals to separate the roles of chairman of the board and CEO, except in circumstances
    where the existing arrangement has worked out to be economically beneficial to shareholders so as not to warrant a
    change at the time proposed.
    In the absence of an independent chairman, GLOBALT votes for a presiding or lead director with authority to set
    the agenda for the meetings and to lead sessions outside the presence of the insider chairman.

    Declassified Boards
    GLOBALT generally votes for the repeal of staggered boards and the annual election of directors. We believe that
    staggered boards are less accountable to shareholders than boards that are elected annually. Furthermore, we feel
    that the annual election of directors encourages board members to focus on the interests of shareholders.

    Mandatory Director Retirement Provisions

    Director Term Limits

    Term limits are typically not in the best interests of shareholders. GLOBALT generally votes against term limits.
    The academic literature available on this subject suggests there is no evidence of a correlation between tenure on the
    board and a director’s performance. Although, on occasion, term limits serve as a crutch for boards that are
    unwilling to take the steps necessary to police their membership and make the difficult decisions pertaining to when
    turnover is appropriate. Some shareholders also support term limits as a way to force change where boards lack the
    fortitude to make changes on their own.

    GLOBALT believes the experience of directors through their service over time can be a valuable asset to
    shareholders as directors navigate complex and critical issues faced by the board. However, we understand and
    support the need for periodic director rotation to ensure a fresh perspective in the board room and the generation of
    new ideas and business strategies. Therefore, in certain circumstances, we vote for term limits that are set at not less
    than 10 years.

    Director Age Limits
    GLOBALT believes that age limits are not in the best interests of shareholders. Age limits unfairly imply that older
    directors (or in rare cases, younger) cannot contribute to the oversight of a company. The academic literature
    available on this subject suggests there is no evidence of a correlation between age and a director’s performance.
    Age limits serve as a crutch for boards that are unwilling to take the steps necessary to police their membership and
    make the difficult decisions pertaining to when turnover is appropriate. While we understand the support for age
    limits by some institutions as a way to force change where boards lack the fortitude to make changes on their own,
    the long term impact of these limits is to restrict experienced and potentially valuable board members from service
    at an arbitrary cut-off date. The experience of directors through their service over time can be a valuable asset to
    shareholders as directors navigate complex and critical issues faced by the board. Accordingly, GLOBALT
    generally votes against age limits for directors. Only in situations where we feel a needed change has not occurred
    through other means might GLOBALT vote in favor of such a limit.

    Requiring Two or More Nominees per Board Seat

      B-20



    There have been a number of shareholder proposals in recent years that have attempted to address a growing
    sentiment among shareholders that director elections should be more than just for show. One such proposal requires
    that the board give shareholders a choice of directors for every seat in every election.

    GLOBALT generally votes for proposals seeking to open the election process to multiple nominees or requiring a
    minimum threshold of support for a director’s election. This process is more likely to produce a qualified board of
    directors, and a board that is more responsive to shareholders than the system currently in place at most companies.

    II. Transparency and Integrity of Financial Reporting

    Auditor Ratification

    We believe the role of the auditor is crucial in protecting shareholder value. Shareholders rely on the auditor to ask
    tough questions and to do thorough analysis of the company’s books to ensure that the information ultimately
    provided to shareholders is accurate, fair and a reasonable representation of the company’s financial position. The
    only way shareholders can make rational investment decisions is if the market is equipped with accurate information
    about the fiscal health of the company.

    In our view, shareholders should demand the services of an objective and well-qualified auditor at every company in
    which they hold an interest. Like directors, auditors should be free from conflicts of interest and should assiduously
    avoid situations that require them to make choices between their own interests and the interests of the public they
    serve. Almost without exception, shareholders should be given the opportunity to review the performance of the
    auditor annually and ratify the board’s selection of an auditor for the coming year.

    GLOBALT generally votes for management's recommendation regarding the selection of an auditor except in cases
    where we believe the independence of a returning auditor or the integrity of the audit has been compromised. Where
    the board has not allowed shareholders to exercise their right and responsibility to review and ratify the auditor, we
    typically withholding votes from the chairman of the audit committee of the board and occasionally from the entire
    audit committee in exceptional situations.

    Reasons why we may vote against ratification of the auditor include:

    • When audit fees added to audit-related fees total less than the tax fees and/or less than other non-audit fees.

    • If there have been any recent restatements or late filings by the company where the auditor bears some responsibility for the restatement or late filing (e.g. a restatement due to a reporting error).

    • When the auditor performs tax shelter work or work for a contingent type fee including a fee based on a percentage of economic benefit to the company.

    • When audit fees are excessively low, especially when compared with other companies in the same industry.

    • When the company has aggressive accounting policies.

    • When the company has poor disclosure or lack of transparency in its financial statements.

    • We also look for other relationships or issues of concern with the auditor that might suggest a conflict between the interests of the auditor and the interests of shareholders.
      We typically support audit related proposals regarding:

    • Mandatory auditor rotation when the proposal uses a reasonable period of time (usually not less than 5-7 years).

    Pension Accounting Issues

    The question often raised in proxy proposals related to pension accounting is what effect, if any, projected returns on
    employee pension assets should have on the Company's net income. This issue often comes up in the context of
    executive compensation and the extent to which pension accounting should be reflected in the performance of the
    business for purposes of calculating payments to executives.

    B-21



    GLOBALT believes that pension credits should not be included in measuring income used to award performance-
    based compensation. Many of the assumptions used in accounting for retirement plans are subject to the discretion
    of a company, and management would have an obvious conflict of interest if pay were tied to pension income. In
    our view, projected income from pensions does not truly reflect a company's performance.

    Reporting Contributions and Political Spending
    GLOBALT believes that disclosure regarding how a company uses its funds is an important component of corporate
    accountability to shareholders. However, the area of campaign contributions is heavily regulated by federal, state
    and local laws. Most jurisdictions around the country have detailed disclosure laws and information on contributions
    is readily available to the public. Other than in exceptional circumstances (e.g. where the Company does not
    adequately disclose information about its contributions to shareholders or where the Company has a history of abuse
    in the donation process) we believe that the mechanism for disclosure and the standards for giving are best left to the
    board.

    III. The Link Between Compensation and Performance

    Equity-Based Compensation Plans

    GLOBALT evaluates option and other equity-based compensation plans on a case-by-case basis. We believe that
    equity compensation awards are a useful tool, when not abused, for retaining and incentivizing employees to engage
    in conduct that will improve the performance of the Company.

    We recognize that equity-based compensation programs have important differences from cash compensation plans
    and bonus programs. Accordingly, we take factors such as the administration of the plan, the method and terms of
    exercise, re-pricing history and express or implied rights to re-price, the presence of evergreen provisions and other
    factors into account in our analysis.

    GLOBALT uses the proprietary model developed by its third-party advisor, Glass Lewis, to evaluate plans based on
    each of the following principles:

    • Companies should seek more shares only when they need them.

    • Plans should be small enough that companies need approval every three to four years (or less) from shareholders.

    • If a plan is relatively expensive, it should not be granting options solely to senior executives and board members.

    • Annual net share count and voting power dilution should be limited.

    • Annual cost of the plan (especially if not shown on the income statement) should be reasonable as a percentage of financial results and in line with the peer group.

    • The expected annual cost of the plan should be proportional to the value of the business.

    • The intrinsic value received by option grantees in the past should be reasonable compared with the financial results of the business.

    • Plans should deliver value on a per-employee basis when compared with programs at peer companies.

    • Plans should not permit re-pricing of stock options.

    • Plans should not contain excessively liberal administrative or payment terms.

    Option Exchanges

    B-22



    GLOBALT disfavors option exchanges, which re-price options after their initial grant. Shareholders have
    substantial, real downside risk in owning stock and we believe that the employees, officers and directors that receive
    stock options should be similarly situated to align interests optimally. We are concerned that option grantees who
    believe they will be “rescued” from underwater options will be more inclined ab initio to take on unjustifiable risks.
    Moreover, a predictable pattern of re-pricing or exchanges substantially alters the value of the stock option in the
    first instance; options that will practically never expire deeply out of the money are worth far more than options that
    have such a risk. In short, re-pricings and option exchange programs change the bargain between shareholders and
    employees after the bargain has been struck. Re-pricing is tantamount to a re-trade. As such, GLOBALT generally
    votes against option exchanges.

    There is one circumstance in which a re-pricing or option exchange program is acceptable, namely, if the value of a
    stock has declined dramatically because of macroeconomic or industry trends (rather than specific company issues)
    and re-pricing is necessary to motivate and retain employees. In this circumstance, we think it fair to conclude that
    option grantees may be suffering from a risk that was not foreseeable when the original equity-based compensation
    “bargain” was struck. In such a circumstance, we will vote for a re-pricing only if the following conditions are true:

    (i)     

    officers and board members do not participate in the program;

    (ii)     

    the stock decline mirrors the market or industry price decline in terms of timing and approximates the

    decline in magnitude;
    (iii) the exchange is value neutral or value creative to shareholders with very conservative assumptions and a
    recognition of the adverse selection problems inherent in voluntary programs; and
    (iv) management and the board make a cogent case for needing to incentivize and retain existing employees,
    such as being in a competitive employment market.

    Performance Based Options

    GLOBALT believes in performance-based equity compensation plans for senior executives. We feel that executives
    should be compensated with equity when their performance and that of the company warrants such rewards. While
    we do not believe that equity-based compensation plans for all employees need to be based on overall company
    performance, we do support such limitations for grants to senior executives (although even some equity-based
    compensation of senior executives without performance criteria is acceptable, such as in the case of moderate
    incentive grants made in an initial offer of employment).
    Boards often argue that such a proposal would hinder them in attracting talent. We believe that boards can develop
    a consistent, reliable approach, as boards of many companies have, that would still attract executives who believe in
    their ability to guide the company to achieve its targets. If the board believes in performance-based compensation
    for executives, then these proposals typically will not hamper the board's ability to create such compensation plans.
    GLOBALT generally votes for performance-based option requirements.

    Linking Pay with Performance

    GLOBALT strongly believes that executive compensation should be linked directly with the performance of the
    business the executive is charged with managing. GLOBALT’s advisor, Glass Lewis, has a proprietary pay-for-
    performance model that evaluates compensation of the top five executives at every company in the Russell 3000.
    The Glass Lewis model benchmarks the compensation of these executives compared with their performance using
    three peer groups for each company: an industry peer group, a smaller sector peer group and a geographic peer
    group. Using a forced curve and a school letter-grade system, Glass Lewis ranks companies according to their pay-
    for-performance.

    GLOBALT uses this analysis to inform our voting decisions on each of the compensation issues that arise on the
    ballot. Likewise, we use this analysis in our evaluation of the compensation committee’s performance.

    162(m) Plans

    Section 162(m) of the Internal Revenue Code allows companies to deduct compensation in excess of $1 million for
    the CEO and the next four most highly compensated executive officers upon shareholder approval of the excess
    compensation. GLOBALT recognizes the value of executive incentive programs and the tax benefit of shareholder-
    approved incentive plans. We also believe that this provision enables us to provide important review and consent of
    executive compensation, a subject that has raised some troubling concerns at several companies over the past few
    years.

    B-23



    Given the shareholder approval requirement of section 162(m), we believe that companies must provide reasonable
    disclosure to shareholders so that they can make sound judgments about the reasonableness of the proposed plan. In
    order to allow for meaningful shareholder review, we believe that these proposals should generally include: specific
    performance goals; a maximum award pool; and a maximum award amount per employee. We also believe it is
    important to analyze the estimated grants to see if they are reasonable and in line with the Company's peers.

    Where companies fail to provide the very minimum disclosure set forth above or where the proposed plan is
    excessive when compared with those of the companies’ peers, GLOBALT typically votes against the plan. The
    company’s track record of aligning pay with performance (as evaluated using Glass Lewis’ proprietary Pay-for-
    Performance model) also plays a role in our recommendation on this issue. Where a company has a track record of
    reasonable pay relative to the performance of the business, we are not typically inclined to vote against a plan even
    if the plan caps seem large relative to peers because we recognize the value of having the option of special
    compensation arrangements for continued exceptional performance.

    Director Compensation Plans

    Non-employee directors should receive compensation for the time and effort they spend serving on the board and its
    committees. In particular, we support compensation plans that include option grants or other equity-based awards,
    which help to align the interests of outside directors with those of shareholders. Director fees should be competitive
    in order to retain and attract qualified individuals. However, excessive fees represent a financial cost to the
    company and threaten to compromise the objectivity and independence of non-employee directors. Therefore, a
    balance is required.

    Glass Lewis uses a proprietary model and analyst review to evaluate the costs of those plans compared to the plans
    of peer companies with similar market capitalizations. GLOBALT uses the results of this model to assist in making
    our voting decisions on director compensation plans.

    Options Expensing
    GLOBALT strongly favors the expensing of stock options. We believe that stock options are an important
    component of executive compensation and that the expense of that compensation should be reflected in a company's
    operational earnings. When companies refuse to expense options, the effect of options on the company's finances is
    obscured and accountability for their use as a means of compensation is greatly diminished. We will always vote for
    a proposal to expense stock options.

    Limits on Executive Compensation
    As a general rule, GLOBALT believes that shareholders should not be involved in setting executive compensation.
    Such matters should be left to the board's compensation committee. We view the election of directors, and
    specifically those who sit on the compensation committee, as the appropriate mechanism for shareholders to express
    their disapproval or support of board policy on this issue. Further, we believe that companies whose pay-for-
    performance is in line with its peers should be granted the flexibility to compensate their executives in a manner that
    drives growth and profit.

    However, GLOBALT favors performance-based compensation as an effective means of motivating executives to act
    in the best interests of shareholders. Performance-based compensation may be limited if a CEO's pay is capped at a
    low level rather than flexibly tied to the performance of the Company.

    Limits on Executive Stock Options
    Stock options are a common form of compensation for senior executives. Options are a very important component
    of compensation packages to attract and retain experienced executives and other key employees. Tying a portion of
    an executive's compensation to the performance of the company also provides an excellent incentive to maximize
    share values by those in the best position to affect those values. Accordingly, we typically vote against caps on
    executive stock options.

    Linking Pay to Social Criteria

    GLOBALT believes that ethical behavior is an important component of executive performance and should be taken
    into account when evaluating performance and determining compensation. We also believe, however, that the board

      B-24



    and specifically its compensation committee are in the best position to set policy on management compensation. The
    board's compensation committee can be held accountable for the compensation awarded through the election of
    directors.

    Full Disclosure of Executive Compensation

    GLOBALT believes that disclosure of information regarding compensation is critical to enabling the evaluation of
    the extent to which a company's pay is keeping pace with its performance. However, we are concerned when a
    proposal goes too far in the level of detail that it requests for executives other than the most high-ranking leaders of
    the company. Shareholders are unlikely to need or be able to use information based on the individual level except in
    the case of senior corporate officers. Moreover, it will rarely be in the interests of shareholders to give away
    competitive data about salaries at the individual level, which information is not otherwise available. This sort of
    disclosure requirement could also create internal personnel issues that would be counterproductive for the company
    and its shareholders.
    While we are in favor of full disclosure for senior executives and we view information about compensation at the
    aggregate level (e.g. number of employees being paid over a certain amount or in certain categories) potentially very
    useful, we do not believe that shareholders need or will benefit from detailed reports about individual management
    employees other than the most senior executives.

    IV. Governance Structure and the Shareholder Franchise

    Anti-Takeover Measures

    Poison Pills (Shareholder Rights Plans)
    Poison pill plans generally are not in the best interests of shareholders. Specifically, they can reduce management
    accountability by substantially limiting opportunities for corporate takeovers. Rights plans can thus prevent
    shareholders from receiving a buy-out premium for their stock. Typically GLOBALT votes against these plans to
    protect their financial interests and ensure they have the opportunity to consider any offer for their shares, especially
    those at a premium.
    Boards should be given wide latitude in directing the activities of the company and charting the company's course.
    However, on an issue such as this, where the link between the financial interests of shareholders and their right to
    consider and accept buyout offers is so substantial, we believe that shareholders should be allowed to vote on
    whether or not they support such a plan's implementation. This issue is different from other matters that are typically
    left to the board's discretion. Its potential impact on and relation to shareholders is direct and substantial. It is also
    an issue in which the interests of management may be very different from those of shareholders and therefore
    ensuring shareholders have a voice is the only way to safeguard their interests.
    In certain limited circumstances, we will vote for a limited poison pill to accomplish a particular objective, such as
    the closing of an important merger, or a pill that contains what we believe to be a reasonable ‘qualifying offer’
    clause. We will consider supporting a poison pill plan if the provisions of the qualifying offer clause include the
    following attributes: (i) the form of offer is not required to be an all-cash transaction; (ii) the offer is not required to
    remain open for more than 90 business days; (iii) the offeror is permitted to make amendments to the offer, to reduce
    the offer or otherwise change the terms; (iv) there is no fairness opinion requirement; and (v) there is a low to no
    premium requirement. Where these requirements are met, we typically feel comfortable that shareholders will have
    the opportunity to voice their opinion on any legitimate offer.

    Right of Shareholders to Call a Special Meeting
    GLOBALT strongly supports the right of shareholders to call special meetings. However, in order to prevent abuse
    and waste of corporate resources by a very small minority of shareholders, we believe that such rights should be
    limited to a minimum threshold of at least 15% of the shareholders requesting such a meeting. A lower threshold
    may leave companies subject to meetings whose effect might be the disruption of normal business operations in
    order to focus on the interests of only a small minority of owners.
    Shareholder Action by Written Consent
    GLOBALT strongly supports the right of shareholders to act by written consent. However, in order to prevent abuse
    and waste of corporate resources by a very small minority of shareholders, we believe that such rights should be
    limited to a minimum threshold of at least 15% of the shareholders requesting action by written consent. A lower
    threshold may leave companies subject to meetings whose effect might be the disruption of normal business
    operations in order to focus on the interests of only a small minority of owners.

      B-25



    Authorized Shares
    Adequate capital stock is important to the operation of a company. When analyzing a request for additional shares,
    GLOBALT typically reviews four common reasons why a company might need additional capital stock beyond
    what is currently available:

    (i)     

    Stock Split –

    (ii)     

    Shareholder Defenses

    (iii)     

    Financing for Acquisitions

    (iv)     

    Financing for Operations

    Issuing additional shares can dilute existing holders in limited circumstances. Further, the availability of additional
    shares, where the board has discretion to implement a poison pill, can often serve as a deterrent to interested suitors.
    Accordingly, where GLOBALT finds that the company has not detailed a plan for use of the proposed shares, or
    where the number of shares far exceeds those needed to accomplish a detailed plan, GLOBALT typically votes
    against the authorization of additional shares. While we think that having adequate shares to allow management to
    make quick decisions and effectively operate the business is critical, we prefer that, for significant transactions,
    management come to shareholders to justify their use of additional shares rather than providing a blank check in the
    form of a large pool of unallocated shares available for any purpose.

    Advance Notice Requirements for Shareholder Ballot Proposals

    These proposals typically attempt to require a certain amount of notice before shareholders are allowed to place
    proposals on the ballot. Notice requirements typically range between three to six months prior to the annual
    meeting. These proposals typically make it impossible for a shareholder who misses the deadline to present a
    shareholder proposal or a director nominee that might be in the best interests of the company and its shareholders.

    We believe it is best for shareholders to have the opportunity to review and vote on all proposals and director
    nominees that arise. Shareholders can always vote against those proposals that appear with little prior notice.
    However, shareholders, as owners of the business, are capable of identifying those issues where they have sufficient
    information and ignoring those where they do not. Setting arbitrary notice restrictions simply limits the opportunity
    for shareholders to raise issues that may come up after the arbitrary window closes until the following year’s annual
    meeting.
    Accordingly, GLOBALT typically votes against these proposals.

    Voting Structure

    Cumulative Voting

    Cumulative voting is a voting process that maximizes the ability of minority shareholders to ensure representation of
    their views on the board. Cumulative voting can play an especially important role where a board is controlled
    mainly by insiders or affiliates and where the company’s ownership structure includes one or more very large
    shareholders that typically control a majority-voting block of the company’s stock. In those situations, shareholders
    need the protections of cumulative voting to ensure their voices are heard. GLOBALT believes that cumulative
    voting generally operates as a safeguard for shareholders by ensuring that those who hold a significant minority of
    shares are able to elect a candidate of their choosing to the board. This allows the creation of boards that are broadly
    responsive to the interests of all shareholders rather than simply to a small group of large holders.
    The recent academic literature on this subject indicates that where a highly independent board is in place and the
    company has a shareholder friendly governance structure, shareholders may be better off without cumulative voting.
    The analysis underlying this literature indicates that shareholder returns at firms with good governance structures are
    lower and that boards can become factionalized and prone to evaluating the needs of special interests over the
    general interests of shareholders collectively.
    Accordingly, GLOBALT reviews these proposals on a case-by-case basis factoring in the independence of the board
    and the status of the company’s governance structure. However, we typically find that these proposals are on ballots
    where independence is lacking and appropriate checks and balances that favor shareholders are not in place. In
    those instances, GLOBALT typically votes for cumulative voting.

    Supermajority Vote Requirements

    GLOBALT believes that supermajority vote requirements act as impediments to shareholder action on ballot items
    that are critical to shareholder interests. One key example is in the takeover context where supermajority vote

    B-26



    requirements can strongly limit the voice of shareholders in making decisions on such crucial matters as selling the
    business.

    Transaction of Other Business at an Annual or Special Meeting of Shareholders
    GLOBALT believes that shareholders should have a say in all matters up for a vote. Therefore, we generally do not
    vote to give our proxy to management to vote on any other business items that may properly come before the annual
    meeting. In our opinion, granting unfettered discretion is unwise.
    Conflicts of Interest

    In the case of material conflicts of interest, GLOBALT, in accordance with this pre-determined policy, would vote
    proxies based on the recommendation of our independent third-party advisor (Glass Lewis).

    Offshore Reincorporation
    U.S. to Offshore

    We generally oppose “corporate inversion” transactions, which generally involve a move from the United States to a
    country with lower corporate tax rates. While we recognize that there are often significant tax advantages to the
    company from such a reincorporation, there are real and substantial disadvantages, namely: (i) these transactions
    constitute a taxable event under section 367 of the Internal Revenue Code, such that shareholders will recognize a
    gain to the extent that the share price at closing exceeds their basis in the stock; (ii) shareholders often have fewer
    rights in these foreign jurisdictions (and what rights they do have are certainly less well understood and harder to
    enforce), including, for example, that Bermuda does not allow for automatic enforcement of U.S. judgments such as
    derivative action judgments; (iii) there are potential economic and political ramifications – such as denial to federal
    contracts -- that could substantially injure the fundamental business operations and success of the company; and (iv)
    the tax advantages may be short-lived – or even illusory -- as evidenced by pending congressional bills that threaten
    to reduce or eliminate the tax advantages associated with inversion transactions both prospectively and retroactively.
    See Office of Tax Policy, Department of the Treasury, Corporate Inversion Transactions: Tax Policy Implications at
    3 n.2 (citing introduced bills). Accordingly, we will rarely, if ever, be supportive of an inversion transaction that
    involves a reincorporation outside of the United States.

    Offshore to U.S.

    Proposals concerning reincorporating the company in a U.S. state involve quite a different analysis. At this point, the
    company in question is already experiencing the tax benefits of being a Bermuda or other non-U.S. corporation, and
    we believe the stock price often reflects that status.

    We take the company’s trailing price-to-earnings multiple to calculate how much the tax savings is actually worth
    and what percentage of the company’s market capitalization it represents. Since the academic evidence suggests that
    companies that move offshore do not experience reduced price-to-earning ratios, we anticipate that reincorporating
    in the U.S. would likely not affect the Company’s current multiple. Accordingly, we estimate what a move back to
    the United States will likely cost shareholders as a percentage of the value of their stock. By taking the company’s
    current stock price, we can then estimate what it will be at solely as a result of reincorporation in the U.S.

    Commonly, proponents of returning to the U.S. have suggested that the company in question might lose business
    (such as government contracts) by virtue of being domiciled offshore. We can calculate how much the company
    would have to lose in revenue to offset the tax advantages it currently obtains by being domiciled offshore, and in
    the cases we have reviewed, it has not been a strong argument when you look at the figures.

    We note that for some shareholders, reincorporation in the United States may create a taxable event, depending on
    how such a transaction is structured and the stock price at the time of the closing. We are concerned that
    shareholders whose basis is less than the stock price at that time may have another tax realization event hard on the
    heels (assuming the company recently reincorporated outside of the U.S.) of the one incurred when the company
    originally reincorporated offshore.

    Finally, we agree with proponents’ argument that incorporating in a U.S. state would increase U.S. shareholders’
    ability to enforce their rights against officers and directors. Recent experience has underscored the importance of a
    well-settled body of law, as well as the importance of being able to enforce a judgment when officers and directors

    B-27



    breach their fiduciary duties. There also may be, proponents often point out, substantial harm to the company’s
    reputation and image as a result of its being domiciled offshore.

    Weighing all of these factors, however, we conclude that the admittedly important benefits cited by proponents are
    generally outweighed by the potential stock price effect.

    V. Shareholder Initiatives and Management of the Firm

    GLOBALT evaluates shareholder proposals on a case-by-case basis. We generally favor proposals that are likely to
    increase shareholder value and/or promote and protect shareholder rights. We typically prefer to leave decisions
    regarding day-to-day management of the business and policy decisions related to political, social or environmental
    issues to management and the board except when we see a clear and direct link between the proposal and some
    economic or financial issue for the company.

    Labor Standards and Human Rights

    GLOBALT supports proposals that seek to protect human rights, improve workplace diversity, and advance equal
    employment opportunities.

    China Principles

    GLOBALT votes against proposals to implement the China Principles unless:

    • There are serious controversies surrounding the company’s China operations; and

    • The company does not have a code of conduct with standards similar to those promulgated by the International Labor Organization (ILO).

    Country-Specific Human Rights reports

    GLOBALT votes case-by-case on requests for reports detailing the company’s operations in a particular country and
    steps to protect human rights, based on:

    • The nature and amount of company business in that country;

    • The company’s workplace code of conduct;

    • Proprietary and confidential information involved;

    • Company compliance with U.S. regulations on investing in the country; and

    • Level of peer company involvement in the country.

    International Codes of Conduct/Vendor Standards

    GLOBALT votes case-by-case on proposals to implement certain human rights standards at company facilities or
    those of its suppliers and to commit to outside, independent monitoring. In evaluating these proposals, the following
    should be considered:

    • The company’s current workplace code of conduct or adherence to other global standards and the degree they meet the standards promulgated by the proponent;

    • Agreements with foreign suppliers to meet certain workplace standards;

    • Whether company and vendor facilities are monitored and how;

    • Company participation in fair labor organizations;

    • Type of business;

    • Proportion of business conducted overseas;

    • Countries of operation with known human rights abuses;

    • Whether the company has been recently involved in significant labor and human rights controversies or violations;

    • Peer company standards and practices; and

    • Union presence in company’s international factories

    B-28



    GLOBALT generally votes for reports outlining vendor standards compliance unless any of the following apply:

    • The company does not operate in countries with significant human rights violations;

    • The company has no recent human rights controversies or violations; or

    • The company already publicly discloses information on its vendor standards compliance.

    MacBride Principles

    GLOBALT votes case-by-case on proposals to endorse or increase activity on the MacBride Principles, taking into
    account:

    • Company compliance with or violations of the Fair Employment Act of 1989;

    • Company antidiscrimination policies that already exceed the legal requirements;

    • The cost and feasibility of adopting all nine principles;

    • The cost of duplicating efforts to follow two sets of standards (Fair Employment and the MacBride Principles);

    • The potential for charges of reverse discrimination;

    • The potential that any company sales or contracts in the rest of the United Kingdom could be negatively impacted;

    • The level of the company’s investment in Northern Ireland;

    • The number of company employees in Northern Ireland;

    • The degree that industry peers have adopted the MacBride Principles; and

    • Applicable state and municipal laws that limit contracts with companies that have not adopted the MacBride Principles.

    Workplace Diversity

    Board Diversity

    GLOBALT generally votes for reports on the company’s efforts to diversify the board, unless:

    • The board composition is reasonably inclusive in relation to companies of similar size and business; or

    • The board already reports on its nominating procedures and diversity initiatives.

    GLOBALT votes case-by-case on proposals asking the company to increase the representation of women and
    minorities on the board, taking into account:

    • The degree of board diversity;

    • Comparison with peer companies;

    • Established process for improving board diversity;

    • Existence of independent nominating committee;

    • Use of outside search firm; and

    • History of EEO violations.

    Equal Employment Opportunity (EEO)

    GLOBALT generally votes for reports outlining the company’s affirmative action initiatives unless all of the
    following apply:

    • The company has well-documented equal opportunity programs;

    • The company already publicly reports on its company-wide affirmative initiatives and provides data on its workforce diversity; and

    • The company has no recent EEO-related violations or litigation.

    B-29



    GLOBALT votes against proposals seeking information on the diversity efforts of suppliers and service providers,
    which can pose a significant cost and administration burden on the company.

    Glass Ceiling

    GLOBALT votes for reports outlining the company’s progress toward the Glass Ceiling Commission’s business
    recommendations, unless:

    • The composition of senior management and the board is fairly inclusive;

    • The company has well-documented programs addressing diversity initiatives and leadership development;

    • The company already issues public reports on its company-wide affirmative initiatives and provides data on its workforce diversity; and

    • The company has had no recent, significant EEO-related violations or litigation.

    Sexual Orientation
    GLOBALT votes for proposals seeking to amend a company’s EEO statement in order to prohibit discrimination
    based on sexual orientation, unless the change would result in excessive costs for the company.
    GLOBALT votes against proposals to extend company benefits to or eliminate benefits from domestic partners.
    Benefits decisions should be left to the discretion of the company.

    Military and US Government Business Policies
    GLOBALT believes that disclosure to shareholders of information on key company endeavors is important.
    However, Glass Lewis generally does not support resolutions that call for shareholder approval of policy statements
    for or against government programs that are subject to thorough review by the Federal Government and elected
    officials at the national level.

    Foreign Government Business Policies
    GLOBALT believes that worldwide business policies are best left to management and the board, absent a showing
    of egregious or illegal conduct that might threaten shareholder value. We believe that board members can be held
    accountable for these issues when they face re-election.
    Environmental Policies
    GLOBALT votes on all proposals referenced in the “Environmental Policies” section according to what we believe
    to be in the best economic interests of shareholders absent any specific instructions from our clients.
    Drug Pricing
    GLOBALT votes case-by-case on proposals asking the company to implement price restraints on pharmaceutical
    products, taking into account:

    • Whether the proposal focuses on a specific drug and region

    • Whether the economic benefits of providing subsidized drugs (e.g., public goodwill) outweigh the costs in terms of reduced profits, lower R&D spending, and harm to competitiveness

    • The extent that reduced prices can be offset through the company’s marketing budget without affecting R&D spending

    • Whether the company already limits price increases of its products

    • Whether the company already contributes life-saving pharmaceuticals to the needy and Third World countries

    • The extent that peer companies implement price restraints

    Genetically Modified Foods
    GLOBALT votes against proposals asking companies to voluntarily label genetically engineered (GE) ingredients in
    their products or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs
    and feasibility of labeling and/or phasing out the use of GE ingredients.

    GLOBALT votes case-by-case on proposals asking for a report on the feasibility of labeling products containing GE
    ingredients taking into account:

    • The relevance of the proposal in terms of the company's business and the proportion of it affected by the resolution

    B-30



    • The quality of the company’s disclosure on GE product labeling and related voluntary initiatives and how this disclosure compares with peer company disclosure

    • Company’s current disclosure on the feasibility of GE product labeling, including information on the related costs

    • Any voluntary labeling initiatives undertaken or considered by the company.

    GLOBALT votes case-by-case on proposals asking for the preparation of a report on the financial, legal, and
    environmental impact of continued use of GE ingredients/seeds.

    • The relevance of the proposal in terms of the company's business and the proportion of it affected by the resolution

    • The quality of the company’s disclosure on risks related to GE product use and how this disclosure compares with peer company disclosure

    • The percentage of revenue derived from international operations, particularly in Europe, where GE products are more regulated and consumer backlash is more pronounced.

    GLOBALT votes against proposals seeking a report on the health and environmental effects of genetically modified
    organisms (GMOs). Health studies of this sort are better undertaken by regulators and the scientific community.
    GLOBALT votes against proposals to completely phase out GE ingredients from the company's products or
    proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products.
    Such resolutions presuppose that there are proven health risks to GE ingredients (an issue better left to federal
    regulators) that outweigh the economic benefits derived from biotechnology.

    B-31



    Steinberg Asset Management, LLC
    Implementation Date: March 2004
    Latest Update: December 2007
    ____________________________________________________________________________________

    Policy

    It is the policy of SAM to vote proxies in the interest of maximizing value for its clients. Proxies are an asset of a
    client, which should be treated by SAM with the same care, diligence, and loyalty as any asset belonging to a client.
    To that end, SAM will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the
    issue to increase the most or decline the least. Consideration will be given to both the short and long term
    implications of the proposal to be voted on when considering the optimal vote.

    Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will
    supersede this policy. Clients may wish to have their proxies voted by an independent third party or other named
    fiduciary or agent, at the client’s cost.

    Proxy Committee

    Proxy voting is overseen by the SAM Proxy Committee. The Proxy Committee is composed of senior investment,
    operations and client service professionals. The Committee is responsible for setting general policy as to the voting
    of proxies and the maintenance and administration of this Policy. Specifically, the Committee:

    1. Reviews this Policy and associated Proxy Voting Guidelines annually and approves, from time to time, any
    amendments which it considers to be advisable and consistent with the Policy’s overall mandate of serving the best
    economic interests of those SAM advisory clients for which the firm has proxy voting authority.

    2.     

    Considers special proxy issues as may arise from time to time, including voting proxies:

     
  • for which the Proxy Voting Guidelines do not provide clear and definitive guidance; and/or

     
  • where an exception to the established Guidelines may be in the best interests of SAM clients.

     
  • Voting Administration

    Finance and Compliance administers this Policy on a continuous basis through a Proxy Team that reports to the
    CCO. The Proxy Team has the following duties:

    1. Continuously maintain the Proxy Voting Guidelines and make recommendations, as necessary, to the Proxy
    Committee regarding their amendment.

    2.     

    Monitor upcoming shareholder meetings and solicitations of proxies for such meetings.

    3.     

    Routine voting of proxies in accordance with this Policy and SAM’s Proxy Voting Guidelines.

    4.     

    Coordinate the Proxy Committee’s review of any new or unusual proxy issues.

    5.     

    Oversee the proxy voting services provided by RiskMetrics Group (“RMG”).

    6.     

    Insure that any information that is key to making a proxy voting decision is entered into the “Notes” section

    of the RMG system.

    7. Coordinate responses to SAM investment professionals’ questions, if any, regarding proxy issues and this
    Policy, including forwarding specialized proxy research received from the proxy service provider.

    8. Establish and preserve (or ensure that SAM’s proxy service provider, RMG, does so) all required records as
    to proxy voting.

    B-32



    9.     

    Ensure that clients that so request are timely furnished copies of this Policy.

    10.     

    Establish and maintain the means by which reports of proxy voting on behalf of SAM-advised accounts are

    timely and confidentially made available to clients of the firm that request to receive these for their accounts.

    Proxy Voting Guidelines

    SAM policy is to vote proxies, subject to the foregoing overall best economic interest standard, in accordance with
    written Proxy Voting Guidelines (“Guidelines”), as established by the Proxy Committee. A copy of the Guidelines
    is attached and incorporated within this Policy as Attachment A. As an aid rather than a substitute for applying the
    Guidelines, SAM also regularly considers the analysis and recommendations of RMG. In the event that SAM does
    not vote in the direction of management’s recommendation, it will generally complete the “Notes” section of RMG
    to explain its rationale for the vote.

    Loaned Securities

    Many SAM clients have entered into securities lending arrangements with agent lenders to generate additional
    revenue. SAM will not be able to vote securities that are on loan under these types of arrangements. However, under
    rare circumstances, for voting issues that may have a significant impact on the investment, SAM may request that
    clients recall securities that are on loan if we determine that the benefit of voting outweighs the costs and lost
    revenue to the client or fund and the administrative burden of retrieving the securities.
    Non-U.S. Share Voting – Share Blocking
    Proxies of certain foreign companies listed on foreign exchanges impose share blocking restrictions around
    company meetings whereby shareholders must deposit their shares before the date of the meeting with a designated
    depository. During the blocking period, shares held at the depository cannot be sold until the meeting has taken
    place and the shares returned. Because of this liquidity constraint, Steinberg generally will not vote meetings that
    involve share blocking. Steinberg believes that the benefit to the client of exercising the vote does not outweigh the
    cost of voting (i.e. not being able to sell the shares during the blocking period). Steinberg evaluates on a case by
    case basis whether there is a compelling reason to vote shares even with share blocking in effect.

    Non-U.S. Share Voting – Administrative Issues

    In addition, voting proxies of issuers in non-US markets – as well as occasionally in U.S. markets – may give rise to
    a number of administrative issues that may prevent SAM from voting such proxies. For example, SAM through
    RGM may receive meeting notices without enough time to fully consider the proxy or after the cut-off date for
    voting. Further, custodian banks that feed share information to RGM may provide late, inaccurate or incomplete
    information which results in shares remaining un-voted. Other markets require RGM and SAM to provide local
    agents with power of attorney prior to implementing voting instructions. Although it is SAM’s policy to seek to vote
    all proxies for securities held in client accounts for which we have proxy voting authority, in the case of non-US
    issuers, we vote proxies on a best efforts basis.

    Conflicts of Interest

    SAM’s policy is to always vote proxies in the best interests of its clients, as a whole, without regard to its own self
    interest or that of its affiliates. SAM has various compliance policies and procedures in place in order to address any
    material conflicts of interest which might arise in this context.

    • SAM’s Code of Ethics specifically limits the flow of certain business-related information.

    • Within SAM, the Code of Ethics affirmatively requires that Employees act in a manner whereby no actual or apparent conflict of interest may be seen as arising between the employee’s interests and those of SAM’s clients.

    • By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Team and the Proxy Committee undertakes:

    1. To disclose to the CCO or chairperson of the Proxy Committee, respectively, any actual or apparent
    personal material conflicts of interest which he or she may have (e.g., by way of substantial ownership of securities,

    B-33



    relationships with nominees for directorship, members of an issuer’s or dissident’s management or otherwise) in
    determining whether or how SAM shall vote proxies; and

    2.     

    To refrain from taking into consideration, in the decision as to whether or how SAM shall vote proxies:

     
  • The existence of any current or prospective material business relationship between SAM or any of it’s affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand; and/or

     
  • Any direct, indirect or perceived influence or attempt to influence such action which the member views as being inconsistent with the purpose or provisions of this Policy or the SAM Codes of Ethics.

    Where a material conflict of interest is determined to have arisen in the proxy voting process which may not be
    adequately mitigated by voting in accordance with the predetermined Voting Guidelines, SAM’s policy is to invoke
    one or more of the following conflict management procedures:

    1. Convene the Proxy Committee for the purpose of voting the affected proxies in a manner which is free of
    the conflict.

    2. Causing the proxies to be voted in accordance with the recommendations of a qualified, independent third
    party, which may include SAM’s proxy service provider, RMG.

    3. In unusual cases, with the client’s consent and upon ample notice, forwarding the proxies to SAM’s clients
    so that they may vote the proxies directly.

    Conflicts of interest are to be monitored and resolved pursuant to the Proxy Voting Policy described above.

    Availability of Policy and Proxy Voting Records to Clients

    SAM will initially inform clients of this Policy and how a client may learn of SAM’s voting record for the client’s
    securities through summary disclosure in Part II of Form ADV. Upon receipt of a client’s request for more
    information, SAM will provide to the client a copy of this Policy and/or how SAM voted proxies for the client
    pursuant to this policy for up to a one-year period.

    B-34



    Attachment A

    Proxy Voting Guidelines

    The following guidelines have been established as a framework for exercising fiduciary authority in voting proxies
    for our fully discretionary accounts, including ERISA accounts in accordance with the views of the Department of
    Labor “DOL” as set forth in an advisory letter known as the “Avon letter”. Accordingly, SAM as a fiduciary, must
    vote ERISA account proxies exclusively for the benefit of the plan’s participants or beneficiaries. These guidelines
    are, however, merely guidelines as specific situations may call for unique responses and as such are not intended to
    be rigidly applied.

    SAM’s proxy policy is based on the following positions:

    (i) Management is generally most qualified to determine how to vote on board of director composition,
    selection of auditor, compensation, corporate law compliance and social issues; and

    (ii)     

    Measures that are likely to entrench management or deter takeovers generally depress market value on both

    a     

    long and short term basis and should not be supported.

    The Board of Directors

    A. Director Nominees

    SAM places a high degree of importance on board independence and will withhold votes for nominees who are
    insiders or affiliated outsiders on compensation, audit, or nominating committees. Otherwise, votes shall be cast for
    the entire slate of directors nominated by the board.

    This is based on the view that, management is in a good position to determine the credibility and potential
    contributions of the nominees and that director selection alone does not materially affect a company’s market value.

    Factors that may alter this policy are the establishment of anti-takeover measures limiting shareholder rights,
    conflicts of interest including consulting fees, abusive compensation schemes, poor attendance, failure to implement
    shareholder proposals that have voted favorably by the majority of shareholders or long-term poor economic
    performance.

    B. Classified or Staggered Boards

    Votes shall be cast against proposals to classify or stagger boards. Votes shall be cast for shareholder proposals to
    de-classify boards.

    This is based on the view that periodic, as opposed to yearly, election of directors can be used to entrench
    management and make a corporation less attractive as a takeover candidate.

    C. Cumulative Voting

    Votes shall be cast on a case by case basis.

    Under cumulative voting each stockholder is permitted to cast a number of votes equal to the number of share
    owned multiplied by the number of directors to be elected in any manner desired. Therefore cumulative voting can
    enable minority shareholders, dissatisfied with entrenched management, board representation.

    If we are pleased with the current structure of the board, we will vote against such proposals. If there is evidence
    that management is entrenching the board or if other anti-takeover devices are in place we will generally vote for
    cumulative voting.

    D. Size of the Board

    Votes to increase or decrease the size of the board shall be determined on a case by case basis.

    B-35



    Votes shall be cast against capping the number of directors on the board.

    The vote will be determined by the current size of the board, the reasons for the change and the probability that the
    proposed change might be used as an anti-takeover measure. Capping the size of a board is generally viewed as a
    management device to entrench friendly directors and make it difficult for outside shareholders to add their
    representative to a board.

    E. Independent Directors

    Votes shall generally be cast for proposals seeking a majority of directors be independent.

    Votes shall generally be cast for proposals that Audit, Compensation and Nominating Committees be constituted
    such that a majority of directors are independent.

    F. Separate Offices of Chairperson and Chief Executive Officer

    Votes shall be cast on a case by case basis on proposals to separate the Office of the Chairman from that of the Chief
    Executive Officer.

    Generally, separation of the offices eliminates the potential conflict of self-monitoring, however particularly in the
    case of small or recently reorganized companies, a combination of the two positions may be appropriate.

    G. Director Liability Limitation

    Votes shall generally be cast for proposals limiting director liability.

    Such proposals are viewed as necessary to attract high quality board nominees in a litigious corporate environment.

    Votes shall be cast against proposals limiting director liability for gross negligence or violation of the duty of care
    that go beyond reasonable standards.

    H. Term Limits

    Votes shall be cast against term limits.

    Term limits may result in prohibiting the service of directors who significantly contribute the company’s success
    and who effectively represent stockholders’ interests.

    Corporate Governance

    A. Selection of Auditors

    Votes shall be cast for the ratification of auditors recommended by management.

    Unless there is reason to believe that the company’s auditors have become complacent or derelict in their duties, the
    selection of auditors generally will not materially impact a corporation’s market value and management is most
    qualified to make this determination.

    Auditor independence:
    Shareholder proposals requiring companies to prohibit their auditors from engaging in non-audit services (or cap
    level of non-audit services) will be decided on a case by case basis following the guidance of RMG.

    Audit firm fees:
    We will vote against auditors and withhold votes from audit committee members if non-audit fees are greater than
    audit fees, audit-related fees, and permitted tax fees combined. We will refer to RMG which monitors the disclosure
    categories being proposed by the SEC in applying the above formula.

    Audit firm ratification:

      B-36



    We will vote for shareholder proposals requesting shareholder vote for audit firm ratification.

    Audit firm rotation:
    We will vote for shareholder proposals asking for audit firm rotation, unless rotation period is less than five years.

    B. Unequal Voting rights

    Votes shall be cast against proposals to authorize or issue voting shares with unequal voting rights.

    Shares with super-voting characteristics give entrenched management or other insiders excessive voting dominance.
    Under current SEC regulations, a corporation with a class of issued super-voting stock is generally ineligible for
    trading on NASDAQ or a national stock exchange.

    C. Fair Price Provisions

    Votes shall be cast against fair price provisions.

    Certain states, such as Delaware, have built fair price provisions into their corporate law which apply to all public
    companies except those who opt out of the fair price statute. Votes shall be cast for any proposal, usually initiated
    by shareholders, to opt out of a fair price statute.

    Fair price provisions tend to make takeovers, particularly tender offers more expensive by requiring that
    stockholders tendering their shares at the “back end” of a tender offer receive equal consideration to that given
    shareholders who tender their shares at the “front end”

    D. Confidential Voting

    Votes shall be cast for confidential voting which permits shareholders to vote without identification.

    E. Supermajority Provisions

    Votes shall be cast against proposals to require a supermajority to approve significant business combinations or to
    amend any bylaws or charter provisions.

    Votes shall be cast for initiatives to eliminate supermajority provisions.

    These provisions serve to protect entrenched management.

    F. Shareholders’ Right to Call Meetings and access to the proxy ballet

    Votes shall be cast against restrictions on stockholders to call meetings.

    Any limitation on stockholders to act can strengthen entrenched management’s hand in a takeover or other corporate
    challenge thus making a corporation a less attractive takeover candidate.

    Shareholder proposals requiring companies to give shareholders access to the proxy ballot for the purpose of
    nominating board members will be evaluated on a case by case basis.

    G. Shareholder Action by Written Consent

    Votes shall be cast against proposals to restrict stockholders from taking action by written consent.

    Use of written consents is an inexpensive method for stockholders to pass resolutions that might be challenged by
    entrenched management in a stockholders’ meeting. Written consents have been used as takeover mechanisms to
    quickly expel entrenched management.

    H.     

    Reincorporation

    B-37



    Votes generally shall be cast against reincorporation into Delaware or other pro-management state.

    Votes generally shall be cast for reincorporation into states that offer less resistant laws to corporate takeovers.

    Pro-management laws often have the effect of entrenching management and deterring takeovers. While many
    reincorporation proposals carry such objectives, there are occasions where the purpose of the reincorporation may be
    to secure other benefits and must be taken into consideration in the vote.

    I. US Reincorporation

    Shareholder proposal requiring offshore companies to reincorporate into the United States will be evaluated on a
    case by case basis.

    J. Adjustment in Charter or By-Laws to Conform to Corporate Law Changes

    Votes shall be cast for by-law changes recommended by management to conform to changes in corporate law.

    Management and corporate counsel are generally most qualified to monitor the propriety of these changes for
    compliance purposes.

    Capital Structure

    A. Increases in Common Stock

    Votes shall be cast for increases in authorized common stock that are necessary to achieve legitimate corporate
    purposes.

    Votes shall be cast against increases in authorized common stock that are deemed unnecessary, excessive or likely to
    be used to deter or fight takeovers.

    Authorized common stock increases can constitute an important vehicle for raising capital, however it can also
    unnecessarily dilute shareholders or deter takeovers.

    B. Change in Par Value of Authorized Stock

    Votes shall be cast for routine changes in par value.

    Management is most qualified to determine this as a routine matter. However, they should not be considered routine
    if they: i) decrease the value held by SAM or clients, ii) materially reduce the corporation’s paid in or excess capital
    iii) reduce in par value a class of securities whose issuance can be used for anti-takeover purposes. In such
    circumstances, votes will be cast against such a proposal.

    C. “Blank Check” Authorized Preferred Stock

    Votes shall be cast against increases in “blank check” preferred stock.

    “Blank check” preferred stock, stock authorized by shareholders that gives the board of directors broad powers to
    establish voting, dividend and other rights without shareholder review, can be used a takeover deterrent.

    D. Merger, Consolidation, Reorganization, Recapitalization, Sale of Assets

    Votes for these non-routine corporate transactions should be made on a case by case basis. The vote shall be based
    on an analysis of the transaction and should be the result of reasoned and formulated investment decisions.

    E. Anti-Greenmail Proposals

    Votes shall be cast for anti-greenmail proposals designed primarily to serve legitimate corporate purposes such as
    equal treatment among stockholders.

      B-38



    Votes shall be cast against anti-greenmail proposals designed primarily to deter potential raiders from making large
    investments in a corporation as a first step in a takeover.

    F. Dividend Rights Plans, Poison Pills and Similar Devices

    Votes shall be cast on a case by case basis for these proposals.

    The following factors will be included in the consideration in determining a voting position; i) the specific terms of
    the plan ii) sunset provisions or clauses permitting shareholders to revoke the provision iii) absence/existence of
    other takeover defenses iv) prior performance of management v) management’s prior decisions with regard to
    mergers and acquisitions vi) the extent to which such merger and acquisition decisions are subject to Board and
    stockholder review vii) the medium and long term business plans of the company viii) the relationship of stock
    price to unrealized values and ix) the extent to which the corporation is perceived as a merger candidate. Since each
    situation can vary significantly, this list is intended to be representative but not limiting.

    G. Standoff Proposals

    Votes shall be cast for proposals that are designed to prevent the corporation from being forced to engage in
    transactions with potentially disruptive shareholders.

    Votes shall be cast against proposals designed to prevent legitimate transactions to a corporate takeover.

    Standoff proposals which typically prohibit a corporation from engaging in transactions such as mergers, asset
    purchases or sales, unless the transaction is consented to by the board of directors or a supermajority of
    shareholders, can positively or negatively affect shareholder value depending on the circumstances and need to be
    evaluated on the unique circumstances.

    Compensation

    A. Stock Option Plans and other Stock and Deferred Compensation Arrangements

    Votes shall be cast on a case by case basis. RMG comparative analysis of share value transfer will be one of the
    primary criteria used in evaluating option and deferred compensation plans.

    Votes shall be cast against management sponsored plans for employees that, alone or in conjunction with other
    plans, result in reserving over 20% of the company’s total issued and outstanding stock.

    Votes shall be cast against compensation plans whose participants are officers and directors, if such plans, alone or
    in conjunction with already existing plans, either i) are structured so as to enable a control block of stock (10%) to
    be issued to such officers and directors or ii) provide such officers and directors with either excessive payments of
    automatic cash-outs through stock appreciation rights or other vehicles such as golden parachutes in the event of a
    takeover.

    B. Stock options awards

    Shareholder proposals requiring performance-based stock options will be evaluated on a case by case basis.

    Treatment of stock option awards:
    We will vote for shareholder proposals asking the company to expense stock options, unless the company has
    already publicly committed to expensing options by a certain date.

    Performance Based Awards:
    We will generally vote for shareholder proposals advocating the use of performance-based equity awards, unless the
    proposal is overly restrictive or the company demonstrates that it is using a “substantial” portion of performance –
    based awards for its top executives.

      B-39



    We will generally vote for shareholder proposals to exclude pension fund income in the calculation of earnings used
    in determining executive bonuses/compensation.

    Holding periods:
    We will vote for shareholder proposals asking companies to adopt full tenure holding periods for their executives,
    unless the company has already established some sort of holding period.

    Future stock option awards:
    We will generally vote against shareholder proposals to ban future stock option grants to executives. This may be
    supportable in extreme cases where a company is a serial repricer, has a huge overhang, or has a highly dilutive
    broad-based (non-approved) plans and is not acting to correct the situation.

    C. Supplemental Executive Retirement Plans (SERPs)

    We will generally vote for Shareholder proposal unless the company’s executive pension plans do not contain
    excessive benefits beyond what is offered under employee-wide plans, along with the requirement that companies
    report on their executive retirement benefits (deferred compensation, split-dollar life insurance, SERPs, and pension
    benefits).

    Extraordinary benefits:
    Votes will be cast on a case by case basis concerning shareholder proposal requiring shareholder approval of
    extraordinary pension benefits for senior executives under the company’s SERP.

    Key committee composition:
    With respect to management proposals requesting reelection of insiders or affiliated directors who serve on audit,
    compensation, and nominating committees, we will withhold votes from any insiders or affiliated outsiders on audit,
    compensation or nominating committees. We will withhold votes from any insiders or affiliated outsiders on the
    board if any of these key committees has not been established.

    Social/Political Issues

    A. Sudan, South Africa, Environmental, Discrimination and Health Issues and other “Social Proposals”

    Votes will be cast on a case by case basis.

    SAM appreciates the importance of proposals relating to social issues and believes that economic, political,
    social, environmental and similar concerns can significantly affect both corporate and industry-wide performance
    and the community in general. Accordingly, SAM will review and vote on such social-oriented proposals in
    accordance with its legal responsibilities. In such review, SAM will seriously consider management’s
    recommendations on the grounds that management is often most qualified to determine how social proposals will
    impact on a particular corporation’s business and stockholders.

    Other

    Periodically proposals will appear in proxy materials that do not fit any of the descriptions set forth above. Such
    proposals will be dealt with on a case by case basis.

      B-40



     

    Part C Other Information

    Item 28. Exhibits


    (a)(1)  Articles of Amendment and Restatement effective January 26, 2006 (8) 
    (a)(2)  Articles of Correction effective March 15, 2006 (7) 
    (a)(3)  Articles Supplementary (increasing HY Bond Fund Class A shares and deleting Tax-Free Income Class B shares) 
      effective March 15, 2006 (7) 
    (a)(4)  Articles Supplementary (adding Growth Leaders Fund) effective March 15, 2006 (7) 
    (a)(5)  Articles Supplementary (adding Capital Growth Fund) effective March 15, 2006 (7) 
    (a)(6)  Certificate of Correction effective May 24, 2006 (9) 
    (a)(7)  Articles Supplementary (adding Class C shares - Government Securities and Short Maturity Government Fund) 
      effective June 1, 2006 (9) 
    (a)(8)  Articles of Amendment (renaming Capital Markets Income Fund) effective November 1, 2006 (20) 
    (a)(9)  Article Supplementary (eliminating the New York Tax-Free and Tax-Free Income Funds) effective December 15, 2006 
      (11) 
    (a)(10)  Articles Supplementary (adding Class I shares to Common Stock and Government Securities Funds) effective March 
      28, 2007 (12) 
    (a)(11)  Articles Supplementary (adding the Georgia Municipal Bond Fund) effective March 28, 2007 (12) 
    (a)(12)  Articles Supplementary (adding the Mid Cap Value Fund) effective March 28, 2007 (12) 
    (a)(13)  Articles Supplementary (redesignating Capital Opportunity as Capital Growth) effective April 2, 2007 (20) 
    (a)(14)  Articles Supplementary (adding Class I shares to Balanced, Capital Growth, Growth Leaders, International Equity and 
      Mid Cap Growth Funds) effective June 19, 2007 (15) 
    (a)(15)  Articles Supplementary (adding Small/Mid Cap Fund) effective June 19, 2007 (15) 
    (a)(16)  Certificate of Correction effective July 23, 2007(I shares) (15) 
    (a)(17)  Certificate of Correction effective July 23, 2007 (Small/Mid Cap Fund) (15) 
    (a)(18)  Articles Supplementary (adding Sentinel Responsible Investing (SRI) Core Opportunities & Sentinel Responsible 
      Investing (SRI) Emerging Companies) effective November 13, 2007 (16) 
    (a)(19)  Articles Supplementary (increased authorized shares and designating additional shares to Small Company Fund) 
      effective January 28, 2008 (20) 
    (a)(20)  Articles of Amendment (renaming Sentinel Responsible Investing (SRI) Core Opportunities & Sentinel Responsible 
      Investing (SRI) Emerging Companies) effective March 25, 2008 (21) 
    (a)(21)  Articles Supplementary (High Yield Bond reclassification) effective as of October 21, 2008 (22) 
    (a)(22)  Articles of Amendment (Sustainable Growth Opportunities name change) effective as of December 18, 2008 (22) 
    (a)(23)  Articles Supplementary (designating additional shares to Small Company Fund) effective as of January 5, 2009 (22) 
    (a)(24)  Articles of Amendment (renaming the Sentinel Government Money Market Fund) effective as of February 5, 2009 (22) 
    (a)(25)  Articles Supplementary (reclassify and designate Sentinel Government Money Market Fund Class A shares as Sentinel 
      Small Company Fund Class I shares and Sentinel Short Maturity Government Fund Class A shares), effective as of 
      June 10, 2009 
    (a)(26)  Articles Supplementary (reclassify Sentinel Sustainable Core Opportunities Fund Class C shares and Sentinel 
      Sustainable Growth Opportunities Fund Class C shares), effective as of September 9, 2009 
    (a)(27)  Articles Supplementary (reclassification of Sentinel Government Money Market Fund shares), effective as of 
      November 19, 2009 
    (b)(1)  Amended and Restated By-Laws of the Registrant (8) 
    (c)(1)  Sections II, VII, IX, XII and XVI of Registrant’s Amended and Restated Bylaws dated March 16, 2006 are 
      incorporated herein by reference to Exhibit (b)(1) of Post-Effective Amendment No. 109 to Registrant’s Registration 
      Statement on Form N-1A filed on March 30, 2006 and Sections 5th and 7th of the Articles of Amendment and 
      Restatement effective January 26, 2006 incorporated herein by reference to Exhibit (a)(1) of Post-Effective 
      Amendment No. 109 to Registrant’s Registration Statement on Form N-1A filed on March 30, 2006. 
    (c)(2)  Form of Share Certificate (5) 
    (c)(3)  New Form of Share Certificate (5) 
    (d)(1)  Amended and Restated Investment Advisory agreement between Registrant and Sentinel Asset Management, Inc. dated 
      as of April 4, 2008 (21) 
    (d)(2)  Amended and Restated Investment Advisory Agreement between Registrant and Sentinel Asset Management, Inc. 
      dated as of August 15, 2007 (Conservative Allocation Fund) (15) 
    (d)(3)  Investment Sub-Advisory Agreement between Sentinel Asset Management, Inc. and GLOBALT, Inc. dated as of May 
      4, 2007 (13) 
    (d)(4)  Investment Sub-Advisory Agreement between Sentinel Asset Management, Inc. and Steinberg Asset Management, 
      LLC dated as of May 4, 2007 (13) 



    (e)(1)  Distribution Agreement between the Registrant and Sentinel Financial Services Company (“SFSC”), dated as of March 
      1, 1993 (2) 
    (e)(2)  Form of Dealer Agreement, effective as of November 13, 2009 
    (e)(3)  Schedule A to Dealer Agreement, effective as of November 13, 2009 
    (f)(1)  Registrant has provided health care and insurance benefits to certain retirees 
    (f)(2)  National Life Insurance Company 401(k) Plan (Chief Compliance Officer) (12) 
    (f)(3)  National Life Insurance Company Pension Plan (Chief Compliance Officer) (12) 
    (f)(4)  National Life Insurance Company Supplemental Pension Plan (Chief Compliance Officer) (12) 
    (g)(1)  Custody Agreement between Registrant, Sentinel Variable Products Trust and State Street Bank and Trust Company 
      effective October 1, 2000 (3) 
    (g)(2)  Amendment to Custody Agreement between Registrant, Sentinel Variable Products Trust and State Street Bank and 
      Trust Company effective March 2004 (12) 
    (g)(3)  Amendment to Custody Agreement between Registrant, Sentinel Variable Products Trust and State Street Bank and 
      Trust Company effective March 1, 2008 (20) 
    (g)(4)  Amendment to Custody Agreement between Registrant Sentinel Variable Products Trust and State Street Bank and 
      Trust Company, effective November 16, 2009 
    (g)(5)  Custody fee schedule effective April 1, 2008 (20) 
    (h)(1)  Administration Agreement between Registrant and Sentinel Administrative Services, Inc. dated June 7, 2007 (15) 
    (h)(2)  Transfer and Dividend Disbursing Agent Agreement between Registrant and Sentinel Administrative Services, Inc. 
      dated June 7, 2007 (14) 
    (h)(3)  Securities Lending Agreement between Registrant and State Street Bank & Trust Company as amended May 25, 2007 
      (20) 
    (h)(4)  Form of Indemnification Agreement (20) 
    (i)(1)  Opinion and Consent of Counsel (1) 
    (i)(2)  Opinion and Consent of Counsel with respect to Growth Leaders and Capital Growth Funds (6) 
    (i)(3)  Opinion and Consent of Counsel with respect to Class I shares (Common Stock Fund, Georgia Municipal Bond Fund, 
      Government Securities Fund, Mid Cap Value Fund and Small Company Fund) (10) 
    (i)(4)  Opinion and Consent of Counsel with respect to Georgia Municipal Bond Fund and Mid Cap Value Funds 10) 
    (i)(5)  Opinion and Consent of Counsel with respect to Sentinel Small/Mid Cap Fund (17) 
    (i)(6)  Opinion and Consent of Counsel with respect to Core Opportunities Fund and Growth Opportunities (fkn Emerging 
      Companies) Fund (18) 
    (j)  *
    (k)  Not applicable. 
    (l)  None. 
    (m)(1)  Class A Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended through March 15, 2007 (12) 
    (m)(2)  Sentinel Short Maturity Government Fund Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended 
      through March 15, 2007 (14) 
    (m)(3)  Class B Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended through March 15, 2007 (12) 
    (m)(4)  Class C Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended through March 15, 2007 (12) 
    (m)(5)  Class D Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended through March 15, 2007 (12) 
    (m)(6)  Class S Distribution Plan pursuant to Rule 12b-1 under the 1940 Act, as amended through March 15, 2007 (12) 
    (n)  Amended plan pursuant to Rule 18f-3 under the 1940 Act, effective December 3, 2009 
    (o)  Reserved. 
    (p)(1)  Code of Ethics of the Registrant, as amended through December 8, 2005 (4) 
    (p)(2)  Code of Ethics of Advisor, as amended through January 31, 2005 (4) 
    (p)(3)  Code of Ethics of Distributor as amended through December 19, 2005 (4) 
    (p)(4)  Code of Ethics of Subadvisor (GLOBALT) (20) 
    (p)(5)  Code of Ethics of Subadvisor (Steinberg Asset Management) (15) 
    (p)(6)  Senior Officer Code of Ethics, as amended through March 12, 2008(22) 
    (q)  Power of Attorney 
     
     
     
     
    to be filed by subsequent amendment 



    (1)  Incorporated by reference to the Post-Effective Amendment No 77 to the Registration Statement filed on Form N-1A on 
      March 28, 1997 
    (2)  Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement filed on Form N-1A on 
      March 30, 2000. 
    (3)  Incorporated by reference to Post-Effective Amendment No. 103 to the Registration Statement filed on Form N-1A on 
      September 29, 2005. 
    (4)  Incorporated by reference to Post-Effective Amendment No. 105 to the Registration Statement filed on Form N-1A on 
      December 19, 2005. 
    (5)  Incorporated by reference to Post Effective Amendment No. 106 to the Registration Statement filed on Form N-1A on 
      December 23, 2005. 
    (6)  Incorporated by reference to Post Effective Amendment No. 1 to the Form N-14 filed on Form N-1A on January 23, 2006. 
    (7)  Incorporated by reference to Post Effective Amendment No. 107 to the Registration Statement filed on Form N-1A on 
      March 17, 2006. 
    (8)  Incorporated by reference to Post Effective Amendment No. 109 to the Registration Statement filed Form N-1A on March 
      30, 2006. 
    (9)  Incorporated by reference to Post Effective Amendment No. 110 to the Registration Statement filed Form N-1A on June 1, 
      2006. 
    (10)  Incorporated by reference to Post Effective Amendment No. 111 to the Registration Statement filed on Form N-1A on 
      December 15, 2006. 
    (11)  Incorporated by reference to the Registration Statement filed on Form N-14 on December 18, 2006. 
    (12)  Incorporated by reference to Post Effective Amendment No. 112 to the Registration Statement filed on Form N-1A on 
      March 30, 2007. 
    (13)  Incorporated by reference to Post Effective Amendment No. 114 to the Registration Statement filed on Form N-1A May 4, 
      2007 
    (14)  Incorporated by reference to the Post Effective Amendment No. 115 to the Registration Statement filed on Form N-1A on 
      June 28, 2007 
    (15)  Incorporated by reference to the Post Effective Amendment No. 117 to the Registration Statement filed on Form N-1A on 
      August 27, 2007 
    (16)  Incorporated by reference to the Post Effective Amendment No. 118 to the Registration Statement filed on Form N-1A on 
      November 13, 2007 
    (17)  Incorporated by reference to the Post Effective Amendment No. 120 to the Registration Statement filed on Form N-1A on 
      November 26, 2007 
    (18)  Incorporated by reference to the Registration Statement filed on form N-14 on November 14, 2007 
    (19)  Incorporated by reference to the Registration Statement filed on form N-14 on November 26, 2007 
    (20)  Incorporated by reference to the Post-Effective Amendment No.121 to the Registration Statement filed on Form N-1A on 
      March 28, 2008 
    (21)  Incorporated by reference to the Post-Effective Amendment No.122 to the Registration Statement filed on Form N-1A on 
      April 4, 2008 
    (22)  Incorporated by reference to the Post-Effective Amendment No.123 to the Registration Statement filed on Form N-1A on 
      March 31, 2009 

    Item 29. Persons Controlled by or under Common Control With The Registrant

    None.

    Item 30. Indemnification

    Reference is made to Article Eighth of the Articles of Amendment and Restatement of the Registrant, incorporated by reference
    to Exhibit (a) to this Registration Statement, and to Bylaw XI (“Bylaw XI”) of the Amended and Restated Bylaws of the
    Registrant incorporated by reference to Exhibit (b) to this Registration Statement.

    Section 1 (Mandatory Indemnification; Success on Merits or Otherwise) of Bylaw XI provides that to the extent that a director,
    officer, employee or agent of the Registrant has been successful on the merits or otherwise in defense of any action, suit or
    proceeding referred to in Bylaw XI, or in defense of any claim, issue or matter raised therein, he shall be indemnified by the
    Registrant against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

    Section 2 (Mandatory Indemnification; Direct Actions) of Bylaw XI provides that any person who was or is a party or is
    threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil, criminal, administrative or
    investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director, officer,
    employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent



    of another company, partnership, joint venture, trust or other enterprise, shall be indemnified by the Registrant against expenses
    (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
    with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the
    best interest of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
    conduct was unlawful and except that no indemnification shall be made in respect of any claim, issue or matter as to which such
    person shall be adjudged liable to the Registrant or any of its security holders by reason of willful misfeasance, bad faith, gross
    negligence or reckless disregard of the duties involved in the conduct of his office. The termination of any action, suit or
    proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create
    a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
    the best interest of the Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his
    conduct was unlawful.

    Section 3 (Mandatory Indemnification; Suits By or in the Right of the Registrant) of Bylaw XI provides that any person who was
    or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
    Registrant to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the
    Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another company,
    partnership, joint venture, trust or other enterprise, shall be indemnified by the Registrant against expenses (including attorneys'
    fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in
    good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant and except that (i)
    no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be
    liable for negligence or misconduct in the performance of duty to the Registrant unless and only to the extent that the court in
    which such action or suit was brought or any other court of equity in the county where the Registrant has its principal office shall
    determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person
    is fairly and reasonably entitled to indemnity for those expenses which the court considers proper, and (ii) no indemnification
    shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
    Registrant by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct
    of his office.

    Section 4 (Determination) of Bylaw XI provides that any indemnification under Bylaw XI (unless ordered by a court) shall be
    made by the Registrant only as authorized in the specific case upon a determination that indemnification of the director, officer,
    employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Bylaw XI.
    Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are
    neither "interested persons" of the Registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940 nor parties to
    the action, suit or proceeding ("disinterested, non-party directors") or (ii) by an independent legal counsel (not including a counsel
    who does work for either the Registrant, its adviser or principal underwriters, or persons affiliated with these persons) in a written
    opinion.

    Section 5 (Advance of Expenses) of Bylaw XI provides that expenses incurred in defending a civil or criminal action, suit or
    proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding as authorized in the
    manner described [in Sections 2 and 3 above,] provided either (i) the indemnitee shall provide a security for his undertaking to
    repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Registrant as authorized by
    Bylaw XI, (ii) the Registrant shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a
    quorum of the disinterested, non-party directors of the Registrant, or an independent legal counsel in a written opinion, shall
    determine, based on a review of readily available facts, that there is reason to believe that the indemnitee ultimately will be found
    entitled to indemnification.

    Item 31. Business and Other Connections of the Investment Adviser

    Information on each investment advisor is incorporated by reference to the Prospectus and Statement of Additional Information
    included in this Registration Statement.

    Item 32. Principal Underwriters
    (a) Sentinel Financial Services Company, the principal underwriter for the registrant, is also the principal underwriter for Sentinel
    Variable Products Trust; an investment company registered under the Investment Company Act of 1940.

    (b) As to each officer of SFSC:     
    Name and Principal     
    Business Address*  Positions and Offices with SFSC  Positions and Offices with Registrant 
     
    Christian W. Thwaites  Chief Executive Officer  President and Chief Executive Officer 
    Clara Sierra  Executive Vice President,  None 



      Director of Dealer Relations   
    James Cronin  President  None 
    Michael D. Dellipriscoli  Senior Vice President  None 
      & Chief Financial Officer   
    Stephen Greenhut  Senior Vice President, Director  None 
      of Investment Strategy   
    Robert E. Cotton  Treasurer  None 
    Peter F. Hebert  Vice President,  None 
      Director of Retirement and   
      Sub Advisory Services  None 
    Dale R. Line  Vice President  None 
    Philip G. Partridge, Jr.  Vice President – Finance  None 
    Kevin S. Peoples  Vice President  None 
    Gregory D. Teese  Vice President - Compliance &  None 
      Chief Compliance Officer   
    Todd M. Wallace  Vice President – National Sales Desk  None 
    Lee Madden  Assistant Vice President –  None 
      Investment Strategy Group   
    Ian A. McKenny  Counsel  None 
    James K. McQueston  Secretary  None 
    Rhonda J. Miller  Assistant Secretary  None 
    Kelly Fournier  Assistant Secretary  None 
    Ian A. McKenny  Counsel  None 
    Lisa F. Muller  Counsel  Secretary 
    Janet S. Astore  Tax officer  None 
    Jeffery M. Kemp  Tax Officer  None 

    The principal business address of all such persons is One National Life Drive, Montpelier, Vermont 05604.

    (c) Not applicable.

    Item 33. 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 Services, Inc.
    One 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 Asset Management, Inc.
    One National Life Drive
    Montpelier, Vermont 05604
    Rule 31a-1(a)(9)(10), (11)

      Rule 31a-1(d)
    Rule 31a-2(a)(c)(f)

    (c) Sentinel Financial Services Company
    One National Life Drive
    Montpelier, Vermont 05604

      Rule 31a-1(d)
    Rule 31a-2(c)

    (d)     

    National Life Insurance Company



    National Life Drive-Records Center
    Montpelier, VT 05604

    Item 34. Management Services
    Not applicable.

    Item 35. Undertakings
    Not Applicable



      SIGNATURES

      Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it has
    duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of
    Montpelier and State of Vermont, as of the 25th day of January, 2010.

        SENTINEL GROUP FUNDS, INC. (Registrant) 
        By:___/s/ Christian W. Thwaites_______ 
        Christian W. Thwaites   
        President & Chief Executive Officer 
    Signature    Title  Date 
    _/s/ Christian W. Thwaites __     
    Christian W. Thwaites  Director, President & Chief Executive Officer  January 25, 2010 
        (Principal Executive Officer)   
    _/s/ John Birch  Chief Financial Officer   
    John Birch    (Principal Financial and Accounting Officer)  January 25, 2010 
    Thomas H. MacLeay*  Chair (Director)   
    Deborah G. Miller*  Director   
    John Raisian*    Director   
    Nancy L. Rose*    Director   
    Richard H. Showalter, Jr.*  Director   
    Susan M. Sterne*  Director   
    Angela E. Vallot*  Director   
    Pantanjali Varadarajan*  Director   

    *     

    Christian W. Thwaites signs this document pursuant to the power of attorney filed with this Post Effective Amendment.

    /s/ Christian W. Thwaites  January 25, 2010 
    Christian W. Thwaites   



    Exhibits
     
    (a)(25)  Articles Supplementary (reclassify and designate Sentinel Government Money Market Fund Class A shares as Sentinel 
      Small Company Fund Class I shares and Sentinel Short Maturity Government Fund Class A shares), effective as of June 
      10, 2009 
    (a)(26)  Articles Supplementary (reclassify Sentinel Sustainable Core Opportunities Fund Class C shares and Sentinel 
      Sustainable Growth Opportunities Fund Class C shares), effective as of September 9, 2009 
    (a)(27)  Articles Supplementary (reclassification of Sentinel Government Money Market Fund shares), effective as of November 
      19, 2009 
    (e)(2)  Form of Dealer Agreement, effective as of November 13, 2009 
    (e)(3)  Schedule A to Dealer Agreement, effective as of November 13, 2009 
    (g)(4)  Amendment to Custody Agreement between Registrant, Sentinel Variable Products Trust and State Street Bank and 
      Trust Company, effective November 16, 2009 

    (n)     

    Amended plan pursuant to Rule 18f-3 under the 1940 Act, effective December 3, 2009

    (q)     

    Power of Attorney, dated June 4, 2009