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ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: SENTRY VARIABLE ACCOUNT II
1800 NORTH POINT DRIVE
STEVENS POINT, WI 54481
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2. Name of each series or class of funds for which this notice is filed:
SENTRY VARIABLE ACCOUNT II
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3. Investment Company Act File Number: 811-03875
Securities Act File Number: 33-85204
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4. Last day of fiscal year for which this notice is filed: DECEMBER 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable: NOT APPLICABLE
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
NONE.
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE.
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9. Number and aggregate sale price of securities sold during the fiscal year:
165,677 UNITS SOLD; AGGREGATE SALES PRICE: $3,133,982
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
165,667 UNITS SOLD; AGGREGATE SALE PRICE: $3,133,982
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plan, if applicable (see
Instruction B.7):
NONE.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from item 10):
$ 3,133,982
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable)
+ -0-
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 3,133,982
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2(if applicable):
+ -0-
(v) Net aggregate price of securities sold and issued during the fiscal year
in reliance on rule 24f-2 [line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
-0-
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation:
X .000303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]
$ -0-
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rule of Informal and Other
Procedures (17 CFR 202.3a):
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated:
By: /s/ William M. O'Reilly
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WILLIAM M. O'REILLY, SECRETARY
Date: February 24, 1997
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Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
February 24, 1997
Board of Directors
Sentry Life Insurance Company
1800 North Point Drive
Stevens Point, WI 54481
Re: Opinion of Counsel - Sentry Variable Account II
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of Form 24F-2 with respect to Sentry
Variable Account II.
We have made such examination of the law and have examined such records and
documents as in our judgement are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. Sentry Variable Account II is a Unit Investment Trust as that term is
defined in Section 4(2) of the Investment Company Act of 1940 (the "Act"), and
is currently registered with the Securities and Exchange Commission, pursuant
to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by a contract owner
pursuant to a Contract issued in accordance with the Prospectus contained in
the Registration Statement and upon compliance with applicable law, such
contract owner will have a legally-issued, fully paid and non-assessable
contractual interest in Sentry Variable Account II.
This opinion is limited solely in its use as an exhibit to your Form 24F-2
pursuant to Rule 24f-2.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By:/s/LYNN KORMAN STONE
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Lynn Korman Stone
