SENTRY VARIABLE ACCOUNT II
N-30B-2, 1996-03-05
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<PAGE>   1

[SENTRY LOGO]

- --------------------------------------------------------------------------------
                           Sentry Variable Account II

                                  THE PATRIOT

                  A FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
             FUNDED BY NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST




                                  [GRAPHIC]



                                 ANNUAL REPORT



                                            DECEMBER 31, 1995


                         SENTRY LIFE INSURANCE COMPANY

<PAGE>   2


Dear Contract Owner:                                          February 15, 1996

Thank you for selecting the Patriot for your long-term investment needs. Your
confidence in Sentry to provide this service is appreciated.

The comments below on the performance of the underlying investment are provided
by its investment advisor, Neuberger and Berman Management, Incorporated.

The stock and bond markets took off in 1995 after relatively unmemorable
performances in 1994. Investors will certainly look back on the harmony of the
dual bull market with fondness, as will our AMT Portfolio shareholders.
Dropping interest rates, coupled with growing company earnings despite a
cooling overall economy was music to investor's ears. All major indices reached
record highs (the S&P 500 jumped 34%, the Dow topped 33%, and the Nasdaq was up
nearly 40% for the year), and just about every sector of industry locked in
higher share prices for the year. The same decline in rates created a rebound
from 1994's dismal bond results; so good, in fact, that it was one of the best
bond market performance years in history. The Federal Reserve Board cut rates
by 0.25% in July and December, and bond investors were further encouraged by
slowing economic growth and fiscal restraint. Long-term rates went just over
7.9% at the peak in January, and ended the year at 5.94%.

The advantages of a favorable bond environment were not lost to the management
behind Neuberger & Berman AMT Limited Maturity Bond Investments or the fixed
income portion of Neuberger & Berman AMT Balanced Investments, which both took
advantage of bond price appreciation by lengthening duration in the first half
of the year, and again in the Fall. Duration (the measure of how bond prices
respond to shifts in interest rates, taking into account maturity, coupon, call
protection and other factors) was raised from 1.79 years (a weighted average
maturity of 2.1 years) in January to 2.18 years (or 2.4 years weighted average
maturity) by the end of June. The rally subsided during the third quarter as
market participants became concerned about a pick up in economic activity.
However, by the end of the third quarter, inflationary concerns waned and the
rally resumed. Duration was extended again in October--this time to 2.6 years
(2.9 years average weighted maturity); which greatly benefited fourth-quarter
performance. We remain bullish heading into 1996, and have been adding
corporate and asset-backed positions while avoiding the prepayment-plagued
mortgage arena (an area which hindered performance last year as well).

The strategy for Neuberger & Berman AMT Liquid Asset Investments during this
time was to continue to take advantage of higher yields which persisted despite
the two Federal Funds rate  cuts. As the bond rally set in, the portfolio's
dollar-weighted average maturity was raised from 44 days to 62 days, then
remained between 40 and 63 days during the bond market's fits and starts during
Summer. During the last quarter, the money market yield curve inverted, meaning
higher interest rates could be found in shorter maturities--accordingly we
ended the year with a 24-day average maturity.

Among companies, the market certainly fell in love with technology and finance,
even if the affair ended by the fourth quarter and profit-taking took the froth
off of their valuations. Lowering interest rates and strong earnings results
provided the impetus for equities in 1995. Neuberger & Berman AMT Growth
Investments and the stock portion of Neuberger & Berman AMT Balanced
Investments were heavily weighted in both, as well as other prime contributors
such as HMO and other health care names, and specialty retailers which defied
the doldrums in the general retail sector. Gaming and restaurant investments
lost some ground in the fourth quarter, but it was not enough to dampen the
excellent total return performance results for the entire year.

Even though market valuations are at an all-time high, we continue to find
attractive investments selling below their intrinsic worth. This
growth-at-a-reasonable-price strategy will best serve to enhance the portfolios
and provide a solid foundation for long-term results. As always, we continue to
tackle each stock individually on a fundamental ("bottom-up") basis.

Your account with us is appreciated.

Sincerely,

Dale R. Schuh

Dale R. Schuh, President and Chief Operating Officer
Sentry Life Insurance Company

<PAGE>   3


                         SENTRY LIFE INSURANCE COMPANY
                           SENTRY VARIABLE ACCOUNT II

                        STATEMENT OF ASSETS, LIABILITIES
                          AND CONTRACT OWNERS' EQUITY
                               December 31, 1995
<TABLE>
<S>                                                     <C>
ASSETS:

Investments at market value:

  Neuberger & Berman Advisers Management Trust:         
   
   
            Liquid Asset Portfolio, 2,624,851   
              shares (cost $2,624,851)                   $ 2,624,851
   
            Growth Portfolio, 1,335,543   
              shares (cost $28,869,666)                   34,537,132
   
            Limited Maturity Bond Portfolio, 584,401   
              shares (cost $8,118,289)                     8,596,533
   
            Balanced Portfolio, 513,994   
              shares (cost $7,609,383)                     9,005,176
                                                         -----------
   
              Total investments                           54,763,692
   
         Dividends receivable                                 10,757
                                                         -----------
   
              Total assets                                54,774,449
   
LIABILITIES:   
   
         Accrued expenses                                      2,856
                                                         -----------

         Contract owners' equity (Net Assets)            $54,771,593
                                                         ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements


<PAGE>   4



SENTRY LIFE INSURANCE COMPANY
SENTRY VARIABLE ACCOUNT II

STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
For the Years ended December 31, 1995 and 1994


<TABLE>
<CAPTION>
                                              SUB-ACCOUNTS INVESTING IN:
                                              --------------------------
                                                     LIQUID ASSET                     GROWTH
                                                      PORTFOLIO                      PORTFOLIO
                                              --------------------------    --------------------------
                                                   1995           1994           1995          1994
                                              ------------   -----------    ------------   -----------
<S>                                           <C>            <C>            <C>           <C>
Income:
  Dividends                                    $   148,465    $   124,657   $    71,275   $   170,811
Expenses:                                                                                            
  Mortality and expense risk                        36,040         45,814       400,743       376,544
                                                ----------     ----------   -----------   -----------
Net investment income (loss)                       112,425         78,843      (329,468)     (205,733)
                                                ----------     ----------   -----------   -----------
Realized net investment gain                            --             --     1,608,647     1,203,944
Unrealized appreciation (depreciation), net             --             --     6,319,592    (7,090,027)
Capital gain distributions received                     --          4,577       955,092     3,999,827
                                                ----------     ----------   -----------   -----------
Realized and unrealized gain (loss)                                                     
  on investments and capital                                                            
  gain distributions, net                               --          4,577     8,883,331    (1,886,256)
                                                ----------     ----------   -----------   -----------
Net increase (decrease) in contract owners'                                             
  equity from operations                           112,425         83,420     8,553,863    (2,091,989)
                                                ----------     ----------   -----------   -----------
Purchase payments                                  139,601        120,645     1,288,052     1,061,228
Transfers between subaccounts, net                 105,468        691,753       351,441      (473,402)
Withdrawals                                     (1,111,786)    (1,796,074)   (5,232,234)   (4,944,874)
Contract maintenance fees                           (4,820)        (5,538)      (48,549)      (51,704)
Surrender charges                                   (6,123)       (10,578)      (25,366)      (40,880)
Asset transfer due to VA merger (Note 7)                --        167,162            --     1,395,045
                                                ----------     ----------   -----------   -----------
Net decrease in contract owners'
  equity derived from principal transactions      (877,660)      (832,630)   (3,666,656)   (3,054,587)
                                                ----------     ----------   -----------   -----------
Total increase (decrease) in contract
  owners' equity                                  (765,235)      (749,210)    4,887,207    (5,146,576)
Contract owners' equity at beginning of year     3,399,935      4,149,145    29,648,763    34,795,339
                                                ----------     ----------   -----------   -----------
Contract owners' equity at end of year          $2,634,700     $3,399,935   $34,535,970   $29,648,763
                                                ==========     ==========   ===========   ===========
</TABLE>




   The accompanying notes are an integral part of these financial statements

<PAGE>   5



<TABLE>
<CAPTION>
       LIMITED MATURITY                           BALANCED
        BOND PORTFOLIO                            PORTFOLIO                                TOTAL
- ----------------------------          -----------------------------            ---------------------------- 
   1995            1994                   1995             1994                    1995            1994
- -----------    -------------          ------------     ------------            ------------     -----------
<S>            <C>                    <C>             <C>                     <C>             <C>    
$   501,148    $   394,726             $  157,249      $  131,376             $   878,137      $   821,570 
    107,118        117,735                106,166         102,528                 650,067          642,621 
- -----------    -----------             ----------      ----------             -----------      -----------
    394,030        276,991                 51,083          28,848                 228,070          178,949 
- -----------    -----------             ----------      ----------             -----------      -----------
    112,466        217,759                300,179         201,009               2,021,292        1,622,712 
    319,897       (694,494)             1,348,677        (836,053)              7,988,166       (8,620,574)
         --         58,478                 50,544         217,057               1,005,636        4,279,939
- -----------    -----------             ----------      ----------             -----------      -----------
                                                                                              
    432,363       (418,257)             1,699,400        (417,987)             11,015,094       (2,717,923)
- -----------    -----------             ----------      ----------             -----------      -----------
                                                                                              
    826,393       (141,266)             1,750,483        (389,139)             11,243,164       (2,538,974)
- -----------    -----------             ----------      ----------             -----------      -----------
    159,828        161,670                711,656         622,501               2,299,137        1,966,044
      4,170       (378,618)              (461,079)        160,267                      --               --
 (1,752,030)    (1,861,013)            (1,250,692)     (1,422,567)             (9,346,742)     (10,024,528)
    (10,934)       (13,301)               (11,256)        (11,837)                (75,559)         (82,380)
     (7,177)       (10,027)               (11,734)        (16,769)                (50,400)         (78,254)
         --        718,133                     --         158,997                      --        2,439,337
- -----------    -----------             ----------      ----------             -----------      -----------
                                                                                              
 (1,606,143)    (1,383,156)            (1,023,105)       (509,408)             (7,173,564)      (5,779,781)
- -----------    -----------             ----------      ----------             -----------      -----------
                                                                                              
   (779,750)    (1,524,422)               727,378        (898,547)              4,069,600       (8,318,755)
  9,375,663     10,900,085              8,277,632       9,176,179              50,701,993       59,020,748
- -----------    -----------             ----------      ----------             -----------      -----------
$ 8,595,913    $ 9,375,663             $9,005,010      $8,277,632             $54,771,593      $50,701,993
===========    ===========             ==========      ==========             ===========      ===========
</TABLE>




<PAGE>   6



NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994

1. ORGANIZATION AND CONTRACTS

   The Sentry Variable Account II (the Variable Account) is a segregated
   investment account of the Sentry Life Insurance Company (the Company) and is
   registered with the Securities and Exchange Commission as a unit investment
   trust pursuant to the provisions of the Investment Company Act of 1940. The
   Variable Account was established by the Company on August 2, 1983 and
   commenced operations on May 3, 1984. Accordingly, it is an accounting entity
   wherein all segregated account transactions are reflected.

   The assets of the Variable Account are invested in one or more of the
   portfolios of Neuberger & Berman Advisers Management Trust (the Trust) at the
   portfolio's net asset value in accordance with the selection made by the
   contract owners.

   A copy of the Neuberger & Berman Advisers Management Trust Annual Report is
   included in the Variable Account's Annual Report.

2. SIGNIFICANT ACCOUNTING POLICIES

   VALUATION OF INVESTMENTS

   Investments in the Trust are valued by using net asset values which are based
   on the daily closing prices of the underlying securities in the Trust's
   portfolios.

   SECURITIES TRANSACTIONS AND INVESTMENT INCOME

   Securities transactions are recorded on the trade date (the date the order to
   buy and sell is executed). Dividend income is recorded on the ex-dividend
   date. The cost of investments sold and the corresponding capital gains and
   losses are determined on a specific identification basis.

   FEDERAL INCOME TAXES

   The Company is taxed as a life insurance company under the provisions of the
   Internal Revenue Code. The operations of the Variable Account are part of the
   total operations of the Company and are not taxed as a separate entity.

   Under Federal income tax law, net investment income and net realized capital
   gains of the Variable Account which are applied to increase contract owners'
   equity are not taxed.

<PAGE>   7

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1994


3. EXPENSES

   A mortality and expense risk premium is deducted by the Company from the
   Variable Account on a daily basis which is equal, on an annual basis, to
   1.20% (.80% mortality and .40% expense risk) of the daily net asset value of
   the Variable Account. This mortality and expense risk premium compensates the
   Company for assuming these risks under the variable annuity contract. The
   liability for accrued mortality and expense risk premium amounted to $2,856
   at December 31, 1995.

   The Company deducts, on the contract anniversary date, an annual contract
   maintenance charge of $30, per contract holder, from the contract value by
   canceling accumulation units. If the contract is surrendered for its full
   surrender value, on other than the contract anniversary, the contract
   maintenance charge will be deducted at the time of such surrender. This
   charge reimburses the Company for administrative expenses relating to
   maintenance of the contract.

   There are no deductions made from purchase payments for sales charges at the
   time of purchase. However, a contingent deferred sales charge may be deducted
   in the event of a surrender to reimburse the Company for expenses incurred
   which are related to contract sales. Contingent deferred sales charges apply
   to each purchase payment and are graded from 6% during the first contract
   year to 0% in the seventh contract year.

   Any premium tax payable to a governmental entity as a result of the existence
   of the contracts or the Variable Account will be charged against the contract
   value. Premium taxes up to 4% are currently imposed by certain states. Some
   states assess their premium taxes at the time purchase payments are made;
   others assess their premium taxes at the time of annuitization. In the event
   contracts would be issued in states assessing their premium taxes at the time
   purchase payments are made, the Company currently intends to advance such
   premium taxes and deduct the premium taxes from a contract owner's contract
   value at the time of annuitization or surrender.

4. INITIAL CAPITALIZATION

   Initial capital of $100,000 was provided by the Company for the establishment
   of the Variable Account. As an investor in the Variable Account, the Company
   shares pro rata in the investment performance of the Variable Account and is
   subject to the same valuation procedures and the same periodic charges as are
   other contract owners in the Variable Account. The Company's investment, at
   market value, was $270,496 at December 31, 1995.


<PAGE>   8

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1994

5. CONTRACT OWNERS' EQUITY

   Contract owners' equity is represented by accumulation units in the related
   Variable Account.  At December 31, 1995 ownership of the Variable Account
   was represented by the following accumulation units and accumulation unit
   values:

<TABLE>
<CAPTION>
                                       ACCUMULATION            ACCUMULATION
                                          UNITS                 UNIT VALUE                    VALUE
                                       ------------            ------------                -----------
<S>                                    <C>                       <C>                       <C>
      Liquid Asset Portfolio               162,165                $16.25                   $ 2,634,700
      Growth Portfolio                     938,909                 36.78                    34,535,970
      Limited Maturity Bond Portfolio      384,749                 22.34                     8,595,913
      Balanced Portfolio                   550,216                 16.37                     9,005,010
                                                                                           -----------
        Total contract owners' equity                                                      $54,771,593
                                                                                           ===========
</TABLE>


   At December 31, 1994 ownership of the Variable Account was represented by
   the following accumulation units and accumulation unit values: 

<TABLE>
<CAPTION>
                                       ACCUMULATION            ACCUMULATION
                                          UNITS                 UNIT VALUE                    VALUE
                                       ------------            ------------                -----------
<S>                                    <C>                       <C>                       <C>
      Liquid Asset Portfolio               217,211                 $15.65                   $ 3,399,935 
      Growth Portfolio                   1,049,256                  28.26                    29,648,763 
      Limited Maturity Bond Portfolio      460,025                  20.38                     9,375,663 
      Balanced Portfolio                   618,542                  13.38                     8,277,632 
                                                                                            -----------
        Total contract owners' equity                                                       $50,701,993 
                                                                                            ===========
</TABLE>






<PAGE>   9
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1995 and 1994


6. PURCHASES AND SALES OF SECURITIES

   In 1995, purchases and proceeds on sales of the Trust's shares aggregated
   $7,134,067 and $13,071,544, respectively, and were as follows:

<TABLE>
<CAPTION>

                          LIQUID ASSET   GROWTH     LIMITED MATURITY  BALANCED
                           PORTFOLIO    PORTFOLIO    BOND PORTFOLIO   PORTFOLIO     TOTAL
                          ------------  ---------   ----------------  ---------   ----------
  <S>                   <C>           <C>           <C>             <C>         <C>
   Purchases             $1,127,073    $3,829,670     $  979,314     $1,198,010   $7,134,067
   Proceeds on sales      1,887,956     6,871,957      2,191,308      2,120,323   13,071,544

</TABLE>

   In 1994, purchases and proceeds on sales of the Trust's shares aggregated 
   $10,806,035 and $14,575,256, respectively, and were as follows:



<TABLE>
<CAPTION>

                          LIQUID ASSET   GROWTH     LIMITED MATURITY  BALANCED
                           PORTFOLIO    PORTFOLIO    BOND PORTFOLIO   PORTFOLIO     TOTAL
                          ------------  ---------   ----------------  ---------   ----------
  <S>                   <C>           <C>           <C>             <C>         <C>
   Purchases             $2,030,380    $6,448,934     $  814,591     $1,512,130  $10,806,035
   Proceeds on sales      2,953,556     7,104,923      2,581,675      1,935,102   14,575,256
</TABLE>



7. MERGER OF VARIABLE ACCOUNT

   Effective October 31, 1994 the Sentry Variable Account I of Sentry Investors
   Life Insurance Company (SILICVA) was merged into the Variable Account of the
   Company. Prior to the merger the variable accounts invested in identical
   securities and had the same accumulation unit value. Accumulation units of
   the Variable Account were issued one for one in exchange for the accumulation
   units of the SILIC VA. The aggregate net assets of the Variable Account and
   the SILIC VA were $51,175,180 and $2,439,337 immediately before the merger.
   The combined net assets of the Variable Account at October 31, 1994 were
   $53,614,517. The results of operations and changes in contract owners' equity
   of the SILICVA are included with the Variable Account after October 31, 1994.



<PAGE>   10

















                     [SENTRY LIFE INSURANCE COMPANY LOGO]




<PAGE>   1





                       REPORT OF INDEPENDENT ACCOUNTANTS

THE BOARD OF DIRECTORS
SENTRY LIFE INSURANCE COMPANY
   AND
THE CONTRACT OWNERS OF
SENTRY VARIABLE ACCOUNT II:

We have audited the accompanying statement of assets, liabilities and contract
owners' equity of the Liquid Asset Portfolio, Growth Portfolio, Limited
Maturity Bond Portfolio and Balanced Portfolio of the Sentry Variable Account
II as of December 31, 1995, and the related statements of operations and
changes in contract owners' equity for each of the two years in the period then
ended. These financial statements are the responsibility of Sentry Life
Insurance Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Liquid Asset Portfolio,
Growth Portfolio, Limited Maturity Bond Portfolio and Balanced Portfolio of the
Sentry Variable Account II as of December 31, 1995, and the results of their
operations and the changes in their contract owners' equity for each of the two
years in the period then ended in conformity with generally accepted accounting
principles.


Coopers & Lybrand L.L.P.


Chicago, Illinois
February 9, 1996


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