File Nos. 33-85204
811-3875
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 18 [X]
(Check appropriate box or boxes.)
SENTRY VARIABLE ACCOUNT II
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(Exact Name of Registrant)
SENTRY LIFE INSURANCE COMPANY
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(Name of Depositor)
1800 North Point Drive, Stevens Point, Wisconsin 54481
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(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (715) 346-6000
Name and Address of Agent for Service
William M. O'Reilly, Esq.
Sentry Life Insurance Company
1800 North Point Drive
Stevens Point, WI 54481
Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
It is proposed that this filing will become effective (check appropriate box):
__X__ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) 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.
Pursuant to Investment Company Act Rule 24f-2 under the Investment Company Act
of 1940, the Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933. The Rule 24f-2 Notice for the year
ended December 31, 1996 was filed with the Securities and Exchange Commission on
or about February 28, 1997.
CROSS REFERENCE SHEET
(as required by Rule 495)
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Part A
Item No. Location
1. Cover Page........................... Cover Page
2. Definitions.......................... Glossary of Special Terms
3. Synopsis or Highlights............... Synopsis
4. Condensed Financial Information...... Condensed Financial
Information
5. General Description of Registrant,
Depositor, and Portfolio Companies. The Company; The Variable
Account; Neuberger &
Berman Advisers
Management Trust
6. Deductions........................... Charges and Deductions
7. General Description of Variable
Annuity Contracts.................. The Contracts
8. Annuity Period....................... Annuity Provisions
9. Death Benefit........................ The Contracts; Annuity
Provisions
10. Purchases and Contract Value......... Purchases and Contract Value
11. Redemptions.......................... Purchases and Contract Value
12. Taxes................................ Taxes
13. Legal Proceedings.................... Legal Proceedings
14. Table of Contents of the
Statement of Additional
Information........................ Table of Contents of the
Statement of Additional
Information
PART B
Item No. Location
15. Cover Page........................... Cover Page
16. Table of Contents.................... Table of Contents
17. General Information and History...... The Company
18. Services............................. Not Applicable
19. Purchases of Securities Being
Offered............................ Not Applicable
20. Underwriters......................... Distribution of Contracts
21. Calculation of Performance Data...... Yield Calculation for Liquid
Asset Sub-Account
22. Annuity Payments..................... Amount of Annuity Payments
23. Financial Statements................. Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
________________________________________________________________________________
EXPLANATORY NOTE
Parts A (Prospectus), B (Statement of Additional Information) and C (Other
Information) were filed in Registrant's Form N-4 filing on October 14, 1994
(File Nos. 33-85204 and 811-3875). Parts A, B and C are incorporated herein by
reference (except Exhibit 10, which is filed herewith). Sentry Life Insurance
Company ("Company") has not filed Post-Effective Amendments and nor has it
delivered updated prospectuses to contract owners in reliance on No-Action
relief (Great-West Life and Annuity Insurance Company, pub. avail. October 23,
1993). The Company has complied in all material respects with the conditions of
the No-Action relief. The sole purpose of this filing is for the Company to make
the representation required by Section 26(e) of the Investment Company Act of
1940.
________________________________________________________________________________
PART C - ITEM 32(d) - SECTION 26(e) REPRESENTATION
Sentry Life Insurance Company ("Company") hereby represents that the fees and
charges deducted under the Contracts described in the Prospectus, in the
aggregate, are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, as amended, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement and
has caused this Registration Statement to be signed on its behalf in the City of
Stevens Point, State of Wisconsin, on the 15th day of July, 1997.
SENTRY VARIABLE ACCOUNT II
(Registrant)
By: SENTRY LIFE INSURANCE COMPANY
By: /s/ DALE R. SCHUH
______________________________________
Dale R. Schuh, President
SENTRY LIFE INSURANCE COMPANY
(Depositor)
By: /s/ DALE R. SCHUH
______________________________________
Dale R. Schuh, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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/s/ DALE R. SCHUH President July 15, 1997
________________________ and Director _____________
Dale R. Schuh
/s/ WILLIAM M. O'REILLY
_________________________ Secretary and Director July 15, 1997
William M. O'Reilly _____________
/s/ WILLIAM J. LOHR
_________________________ Treasurer July 15, 1997
William J. Lohr _____________
/s/ STEVEN R. BOEHLKE
_________________________ Director July 15, 1997
Steven R. Boehlke _____________
/s/ JANET L. FAGAN
_________________________ Director July 15, 1997
Janet L. Fagan _____________
</TABLE>
EXHIBITS TO
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM N-4
FOR
SENTRY VARIABLE ACCOUNT II
INDEX TO EXHIBITS
EXHIBIT NO.
EX-99.B10 Consent of Independent Auditors.
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Sentry Life Insurance Company
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement of Sentry Variable Account II on Form N-4 (File
Nos. 33-85204 and 811-3875) of our report dated February 16, 1994 on our audit
of the financial statements of Sentry Variable Account II and our report dated
March 4, 1994, on our audits of the statutory financial statements of Sentry
Life Insurance Company. We also consent to the incorporation by reference to our
Firm under the captions "Condensed Financial Information" in the Prospectus and
"Accountants" in the Statement of Additional Information.
/s/ COOPERS & LYBRAND L.L.P.
Chicago, Illinois
July 28, 1997
