<PAGE> 1
1933 Act File No. 2-34038
1940 Act File No. 811-1861
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. 38 [ x ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ x ]
Amendment No. 38
SENTRY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1800 North Point Drive, Stevens Point, Wisconsin 54481
(Address of Principal Executive Offices and Zip Code)
Telephone (715)346-6000
(Registrant's Telephone Number, Including Area Code)
Susan M. DeBruin
Sentry Fund, Inc.
1800 North Point Drive
Stevens Point, Wisconsin 54481
(Name and Address of Agent for Service)
Copies to:
Scott A. Moehrke
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to Rule 485(b)
[ x ] on February 28, 2000, pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(1)
[ ] on (date) pursuant to Rule 485(a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] on (date) pursuant to Rule 485(a)(2)
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.
<PAGE> 2
SENTRY FUND, INC.
1800 NORTH POINT DRIVE - STEVENS POINT, WISCONSIN 54481
TELEPHONE: (800) 533-7827
PROSPECTUS
FEBRUARY 28, 2000
The investment objective of Sentry Fund, Inc. (the "Fund") is long-term capital
growth. The Fund invests in common stocks and other securities that have the
principal characteristics of common stocks or are convertible into common
stocks.
This Prospectus contains information you should know before you invest in the
Fund. Please read it carefully and keep it for future reference.
The Securities and Exchange Commission (the "SEC") has not approved or
disapproved of these securities or passed upon the adequacy of this prospectus.
Any representation to the contrary is a criminal offense.
1
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TABLE OF CONTENTS
<TABLE>
<S> <C>
HIGHLIGHTS AND RISKS ........................................... 3
PAST PERFORMANCE ................................................ 3
FEES AND EXPENSES OF THE FUND ................................... 4
INVESTMENT OBJECTIVE ............................................ 4
HOW THE FUND INVESTS ............................................ 4
FUND MANAGEMENT ................................................. 5
HOW TO PURCHASE SHARES .......................................... 5
SPECIAL SERVICES FOR SHAREHOLDERS ............................... 6
HOW TO REDEEM SHARES ............................................ 7
VALUATION OF FUND SHARES ........................................ 8
DISTRIBUTIONS TO SHAREHOLDERS AND TAXATION ...................... 8
FINANCIAL HIGHLIGHTS ............................................ 10
</TABLE>
In deciding whether to invest in the Fund, you should rely only on information
in this Prospectus or the Statement of Additional Information (the "SAI"). The
Fund has not authorized others to provide additional information. The Fund does
not authorize use of this Prospectus in any state or jurisdiction in which an
offer to sell shares of the Fund may not lawfully be made.
2
<PAGE> 4
HIGHLIGHTS AND RISKS
WHAT ARE THE GOALS OF THE FUND?
The Fund's goal is long-term capital growth. This goal is sometimes referred to
as the Fund's investment objective. Current income from dividends or interest is
not an important factor in selecting investments for the Fund. The Fund cannot
guarantee that it will achieve its goal. For more information, see "How the Fund
Invests."
WHAT WILL THE FUND INVEST IN?
The Fund invests primarily in common stocks of established domestic companies.
In trying to achieve its goal, the securities selected for the Fund will be
those the Fund's investment adviser, Sentry Investment Management, Inc. (the
"Adviser"), believes offer favorable long-term growth prospects. For more
information, see "How the Fund Invests."
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?
The main risks of investing in the Fund are:
Stock Market Risk: Equity funds like the Fund are subject to stock market risks
and significant fluctuations in value. If the stock market declines in value,
the Fund is likely to decline in value. Increases or decreases in value of
stocks are generally greater than for bonds or other debt instruments.
Stock Selection Risk: The stocks selected by the Adviser may decline in value or
not increase in value when the stock market in general is rising.
Liquidity Risk: The Adviser may not be able to sell stocks at an optimal time or
price.
You should be aware that you may lose money by investing in the Fund.
IS AN INVESTMENT IN THE FUND APPROPRIATE FOR ME?
The Fund is suitable for long-term investors only. The Fund is not a short-term
investment vehicle. An investment in the Fund may be appropriate if:
- - Your goal is long-term capital growth;
- - You do not require current income from this investment; and
- - You are willing to accept short-term or intermediate-term fluctuations in
value to seek possible higher long-term returns.
PAST PERFORMANCE
The bar chart and table below provide some indication of the risks of investing
in the Fund by showing how the Fund's performance has varied from year to year
and by showing how the Fund's performance over time compares to that of the S&P
500 Index(R). The bar chart and table assume reinvestment of income dividends
and capital gain distributions. When first organized in 1970, the Fund applied a
sales charge to each share purchase. The Fund's sales charge was eliminated on
March 1, 1991. The performance data shown does not reflect its deduction, and
had it been reflected, the charge would reduce the performance shown. Remember
that the Fund's past performance does not reflect how the Fund may perform in
the future.
================================================================================
Year-by-year total return as of 12/31 of each year
[BAR GRAPH]
<TABLE>
<S> <C>
89 24.04%
90 5.23%
91 28.85%
92 7.46%
93 5.96%
94 -1.15%
95 27.75%
96 22.76%
97 29.92%
98 6.38%
99 -21.34%
</TABLE>
* The Fund's fiscal year end is October 31. The Fund's total return from January
1, 1999 to October 31, 1999 was -8.69%.
<TABLE>
<S> <C> <C>
Best Quarter: First Quarter 1991 +16.67%
Worst Quarter: First Quarter 1999 -21.82%
</TABLE>
================================================================================
Average annual total return as of 12/31/99
<TABLE>
<CAPTION>
1 Year 5 Year 10 Year
<S> <C> <C> <C>
Sentry Fund -8.9% 14.6% 11.7%
S&P 500 Index(R)* 21.03% 28.54% 18.19%
</TABLE>
* S&P 500 Index(R) is an unmanaged index generally representative of the U.S.
stock market.
================================================================================
3
<PAGE> 5
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): None
Annual Fund Operating Expenses (expenses that are deducted from Fund assets*)
<TABLE>
<S> <C>
Management Fees............................................... .75%
Distribution and Services (12b-1) Fees........................ None
Other Expenses................................................ .09%
Total Annual Fund Operating Expenses.......................... .84%
</TABLE>
* Fund operating expenses are deducted from Fund assets before computing the
daily share price or making distributions. As a result, they will not appear on
your account statement, but instead, reduce the amount of total return you
receive.
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 as follows:
<TABLE>
<S> <C>
1 year $ 88
3 years $ 276
5 years $ 479
10 years $1,065
</TABLE>
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term capital growth.
HOW THE FUND INVESTS
The Fund invests in a broadly diversified group of growth stocks. Equities will
be selected to provide exposure to the major sectors of the U.S. economy. The
Fund will focus on companies that have prospects for above-average growth. In
evaluating individual companies, the Adviser reviews certain criteria which it
believes are important, such as:
- - Above average growth;
- - Strong balance sheet;
- - Shareholder-oriented management;
- - Above average return on equity; and
- - Proprietary products.
The securities the Adviser selects typically possess some, but not all, of the
above attributes.
The Fund typically sells a security when the Adviser believes it shows
deteriorating fundamentals or other securities are better values.
Under normal circumstances, the Fund will invest most of its assets in common
stocks. Common stocks are units of ownership of a corporation. Equity funds like
the Fund are subject to stock market risks and significant fluctuations in
value. If the stock market declines in value, the Fund is likely to decline in
value. Increases or decreases in the value of stocks are generally greater than
for bonds and other debt investments. In addition the stocks selected by the
Adviser may decline in value or not increase in value when the stock market in
general is rising.
To respond to adverse market, economic, political or other conditions, the Fund
may invest all or a substantial portion of its assets in short-term obligations
or fixed-income obligations as temporary, defensive measures. To the extent the
Fund uses temporary, defensive measures, the Fund may not achieve its investment
objective. See the Fund's SAI for a more complete discussion of these temporary
investments.
4
<PAGE> 6
FUND MANAGEMENT
Investment Adviser
The Adviser manages and directs the Fund's investments, subject to the review of
the Fund's Board of Directors. The Adviser is also responsible for portfolio
transactions and brokerage services.
The Adviser is located at 1800 North Point Drive, Stevens Point, Wisconsin
54481, and is a wholly-owned subsidiary of Sentry Insurance a Mutual Company
("Sentry Insurance"). The Adviser, which has been in the business of providing
investment advice for over 24 years, also provides investment management
services to Sentry Insurance and its affiliated companies.
Pursuant to an Investment Advisory Agreement between the Fund and the Adviser,
the Fund pays the Adviser a quarterly fee computed by using annual rates based
on the average daily net asset value of the Fund during the quarter. For the
fiscal year ended October 31, 1999, the fee paid by the Fund to the Adviser was
.75% of the Fund's average net assets.
Pursuant to the Investment Advisory Agreement, if the total expenses of the Fund
(excluding taxes, portfolio brokerage commissions and interest, but including
the investment advisory fee) exceed the sum of 1-1/2% of the first $30,000,000
and 1% of the balance of the average daily net asset value of the Fund in any
one fiscal year, the Adviser will reimburse the Fund for such excess. This
expense limitation is taken into consideration with each payment of the
management fee.
Portfolio Manager
Keith E. Ringberg, the Adviser's Director of Equity Management, is primarily
responsible for the day-to-day management of the Fund's investment portfolio.
Mr. Ringberg received a B.A. degree from Milton College in 1972, and a M.B.A.
from Western Illinois University in 1974. Mr. Ringberg has been employed by the
Adviser for the past 24 years, and has managed the Fund's portfolio for the past
16 years.
Underwriter and Transfer Agent
Sentry Equity Services, Inc. ("Sentry Equity"), 1800 North Point Drive, Stevens
Point, Wisconsin 54481, a registered broker-dealer and member of the National
Association of Securities Dealers, Inc., acts as underwriter for the Fund
pursuant to an Underwriter Agreement. Sentry Equity is a wholly-owned subsidiary
of Sentry Insurance, and is therefore affiliated with the Adviser and the Fund.
Under a separate Agency Agreement, Sentry Equity also serves as the Fund's
Transfer Agent, Dividend Disbursing Agent, and Plan Agent.
HOW TO PURCHASE SHARES
You may purchase Fund shares by opening an account through any Sentry Equity
sales agent or directly through Sentry Equity's office at 1800 North Point
Drive, Stevens Point, Wisconsin 54481, telephone (800) 533-7827.
To open an account:
- - Complete and sign the account Application.
- - Send the Application, along with a check for the initial investment amount,
to Sentry Equity at the address given above.
- - Your check should be made payable to "Sentry Fund, Inc." Payment must be made
by check drawn on a U.S. bank, savings and loan, or credit union. Cash,
third-party checks, and checks made payable to "Sentry Equity" or "Sentry
Equity Services, Inc." will not be accepted.
- - If your check does not clear, you may be charged a $20 service fee.
- - All applications to purchase Fund shares are subject to acceptance by the
Fund and are not binding until so accepted. The Fund reserves the right to
decline or accept a purchase application in whole or in part.
Fund shares are sold on a continuous basis at the net asset value per share next
computed following receipt of an order in proper form (as described above). Net
asset value per share is calculated once daily as of the close of regular
trading (generally 4:00 p.m., Eastern Standard Time) on each day the New York
Stock Exchange is open for business. See "Valuation of Fund Shares."
5
<PAGE> 7
<TABLE>
<CAPTION>
Minimum Investments Initial Subsequent
Investment Investment
---------- ----------
<S> <C> <C>
Regular Account
(Open Purchase Plan): $500 $50
Planned Automatic
Investment Draft Plan ("PAID" Plan): $200 $20
Periodic Purchase Plan: $500 $240
annually
Employer-Sponsored $200 $ 10 per
Payroll Deduction Plan: pay period
Traditional IRAs: $500 $50
Roth IRAs: $500 $50
Education IRAs: $500 N/A
</TABLE>
The Fund may change or waive these minimums at any time; you will be given at
least 30 days' notice of any increase in the minimum dollar amount of purchases.
Purchases which would result in the investor owning, either beneficially or of
record, more than 4.9% of the Fund's outstanding shares will not be accepted
unless the investor enters into an agreement with the Fund which takes into
account the interests of all Fund shareholders. The Fund will redeem the shares
of any investor in excess of 4.9% of the Fund's outstanding shares if the
investor does not enter into such an agreement. Sentry Insurance and its
affiliated companies are excluded.
Stock Certificates
The Fund will not issue stock certificates. Sentry Equity will maintain an
account for you that will record your Fund share holdings to three decimal
places.
Distributions
All distributions of investment income (dividends) or net realized capital gains
will be paid in shares of the Fund, which will be added to your account at net
asset value. See "Distributions to Shareholders and Taxation." However, if you
have a Regular Account, you may receive all your distributions, or only those
distributions representing investment income, in cash if you elect to do so on
the Application or by written notice to Sentry Equity.
Confirmations
A written confirmation will be mailed to you each time a transaction occurs
which changes the number of shares you own. The confirmation will give details
of the transaction and state the number of shares you owned before and after the
transaction.
SPECIAL SERVICES FOR SHAREHOLDERS
The Fund offers the following services to shareholders. Additional information
about these services is available by contacting Sentry Equity at (800) 533-7827.
The Fund may modify or terminate these services at any time.
Participation in any of the Fund's investment plans is entirely voluntary and
you may discontinue or convert to another plan at any time subject to certain
restrictions or penalties for IRA plans.
Planned Automatic Investment Draft Plan
The Planned Automatic Investment Draft ("PAID") Plan is offered by Sentry Equity
to allow the purchase of Fund shares at regular intervals. Based on your
authorization, an automatic withdrawal is made by Sentry Equity from your bank
account each month to purchase shares of the Fund. This ensures that the
purchase schedule you select is maintained. There is no extra charge for this
service. For more information on the PAID Plan, see the Fund's SAI.
Periodic Purchase Plan
Under the Periodic Purchase Plan, you may elect to make regular investments of a
specified amount either monthly, quarterly or semi-annually. This plan requires
a minimum annual investment of $240. The amount and frequency of payments
(including additional payments) may vary as long as the minimum initial purchase
of $500 and minimum annual purchase of $240 requirements are met.
6
<PAGE> 8
Payroll Deduction
Employer-sponsored payroll deduction plans are designed for investors who wish
to make purchases of Fund shares at regular intervals. You may enroll in this
plan by making an initial purchase of $200 or more and completing the
Application. For additional investments made under an employer-sponsored payroll
deduction plan, the minimum purchase is $10 per pay period. Purchases are
entirely voluntary.
Systematic Withdrawal Plan
If you own $5,000 or more of Fund shares (the shares cannot be in certificate
form), you may request quarterly payments from your account of at least $50,
payable to you or to your designated payee. For accounts of $10,000 or more,
monthly payments can be made. Ordinarily, sufficient shares will be redeemed
from your account for the amount of the payment on the 20th day of the month. A
check will be mailed to you or your designated payee within three business days
thereafter.
To establish a Systematic Withdrawal Plan, complete the appropriate section of
the Application. For more information, see the Fund's SAI.
Individual Retirement Accounts
The Fund offers three types of individual retirement accounts (IRAs): the
Traditional IRA, the Roth IRA, and the Education IRA. See the Fund's SAI for a
more complete explanation of these IRAs.
HOW TO REDEEM SHARES
You may request redemption of all or part of your Fund shares at any time. The
price per share will be the net asset value next computed, less any applicable
income tax withholding, after the time the redemption request is received in
proper form by Sentry Equity. See "Valuation of Fund Shares." You may contact
Sentry Equity at (800) 533-7827 for more information concerning redemption of
Fund shares. Your redemption proceeds will be mailed promptly, but no later than
seven days after receipt of a redemption request in good order. The redemption
price of shares may be more or less than your cost when you purchased the
shares, depending on the market value of the securities owned by the Fund at the
time of redemption.
If you redeem shares through a financial intermediary (such as a broker-dealer),
the financial intermediary may charge you transaction fees for its services. You
will not be charged a fee if you redeem your Fund shares directly through Sentry
Equity without the intervention of a financial intermediary.
Written Redemptions
For most redemption requests, you need only furnish a written, unconditional
request to redeem your shares at net asset value to Sentry Equity Services,
Inc., 1800 North Point Drive, Stevens Point, Wisconsin 54481. If shares are not
represented by stock certificates, a redemption request form available from
Sentry Equity, or a letter, may be used for the request. Written redemption
requests received via facsimile transmission will be processed, but funds will
not be released until the original, signed redemption request has been received
by Sentry Equity at its office in Stevens Point, Wisconsin. Requests for
redemption must be signed exactly as the shares are registered, including the
signature of each owner if owned jointly, and must specify the number of shares
or dollar amount to be redeemed. EACH SIGNATURE MUST BE GUARANTEED BY A
REGISTERED REPRESENTATIVE OF SENTRY EQUITY, A COMMERCIAL BANK, TRUST COMPANY,
MEMBER OF A STOCK EXCHANGE, SAVINGS AND LOAN ASSOCIATION OR SAVINGS BANK, OR
OTHER ELIGIBLE FINANCIAL INSTITUTION. A NOTARY PUBLIC STAMP OR SEAL IS NOT
ACCEPTABLE. The guarantee may be waived by Sentry Equity on redemptions of
$10,000 or less. If the redemption request is from a qualified plan, proper
withholding and request for redemption forms must be completed.
Stock Certificates
If shares are represented by stock certificates which were previously issued,
the form on the back of each certificate must be used to redeem shares. The
stock certificate must be signed exactly as the account is registered. If the
account is owned jointly, both owners must sign.
7
<PAGE> 9
Special Situations
Under certain circumstances (such as corporate or fiduciary registrations),
Sentry Equity may require additional documents (such as inheritance tax waivers,
death certificates or corporate resolutions) before the proceeds of a redemption
can be paid.
The Fund may suspend the right of redemption and the determination of net asset
value of its shares under the following unusual circumstances: when the New York
Stock Exchange is closed (other than weekends and holidays) or trading is
restricted; when an emergency exists, as determined by the SEC, making disposal
of portfolio securities or the valuation of net assets not reasonably
practicable; or during any period when the SEC has by order permitted a
suspension of redemption for the protection of shareholders. In that event,
redemption will be effected at the net asset value next determined after the
suspension has been lifted unless the shareholder has withdrawn the redemption
request.
If you have been a shareholder for at least five years and the aggregate value
of your shares does not exceed $200, the Fund reserves the right to close your
account. Before such action is taken, you will be provided with six months'
prior written notice.
The Fund has the right to redeem Fund shares in whole or in part with portfolio
securities (i.e., redemption-in-kind). For more information, please consult the
SAI.
VALUATION OF FUND SHARES
Net asset value is calculated by taking the value of the Fund's total assets,
including interest or dividends accrued, but not yet collected, less all
liabilities, and dividing by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per share. The net asset
value per share is determined as of the close of regular trading (generally 4:00
p.m., Eastern Standard Time) on each day the New York Stock Exchange is open for
business. The New York Stock Exchange is closed on weekends and national
holidays. Net asset value is not determined on days the New York Stock Exchange
is closed. The price at which a purchase order or redemption request is effected
is based on the next calculation of net asset value after the order or request
is placed. However, orders received by Sentry Equity prior to the close of
trading on the New York Stock Exchange and prior to the close of the Fund's
business day will be confirmed at a price based on the net asset value effective
as of the close of the Exchange on that day with payment to follow.
DISTRIBUTIONS TO SHAREHOLDERS AND TAXATION
For federal income tax purposes, all dividends and distributions of short-term
capital gains you receive from the Fund are taxable as ordinary income, whether
reinvested in additional shares or received in cash. Distributions of long-term
capital gains you receive from the Fund, whether reinvested in additional shares
or received in cash, are taxable as a capital gain. The capital gain holding
period (and the applicable tax rate) is determined by the length of time the
Fund has held the security and not the length of time you have held shares in
the Fund. The Fund expects that, because of its investment objective, its
distributions will consist primarily of long- and short-term capital gains. You
will be informed annually of the amount and nature of all dividends and capital
gains paid during the prior year. Capital gains and dividends may also be
subject to state or local taxes. If you are not required to pay taxes on your
income, you will generally not be required to pay federal income taxes on the
distributions made to you by the Fund.
The Fund intends to declare dividends in June and December, and to distribute
any capital gains annually with the December dividend. Any dividend that is
declared in October, November or December as of a record date in one of those
months, but is actually paid to shareholders during the following January is
"deemed" to have been received by shareholders on December 31 of the calendar
year it was declared.
When a dividend or capital gain is distributed, the Fund's net asset value
decreases by the amount of the distribution.
8
<PAGE> 10
If you purchase shares shortly before a distribution, you will be subject to
income taxes on the distribution, even though the value of your investment (plus
cash received, if any) remains the same. All dividends and capital gains
distributions will automatically be reinvested in additional Fund shares at the
then-prevailing net asset value. If you participate in an Open Purchase Plan,
you may request your dividend and capital gains distributions, if any, in cash.
If you do not furnish the Fund with your correct social security number or
taxpayer identification number, the Fund is required by federal law to withhold
federal income tax from your distributions and redemption proceeds at a rate of
31%.
This section is not intended to be a full discussion of federal income tax
laws and the effect of such laws on you. There may be other federal, state or
local tax considerations applicable to a particular investor. You are urged to
consult your own tax adviser.
9
<PAGE> 11
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. 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 [or lost] on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP, whose report, along
with the Fund's financial statements, are included in the Fund's Annual Report
for the year ended October 31, 1999, which is available on request.
<TABLE>
<CAPTION>
Year Ended October 31
-------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $ 19.80 $ 23.95 $ 18.19 $ 16.29 $ 15.39
------- -------- -------- ------- -------
Income From Investment Operations
- ---------------------------------
Net Investment Income .15 .11 .13 .17 .18
Net Realized and Unrealized Gains
(Losses) on Investments (.19) (.30) 6.70 3.01 1.65
------- -------- -------- ------- -------
Total from Investment Operations (.04) (.19) 6.83 3.18 1.83
Less Distributions
- ------------------
Dividends From Net
Investment Income (.12) (.11) (.16) (.17) (.17)
Distributions From Net
Realized Gains (2.00) (3.85) (.91) (1.11) (.76)
------- -------- -------- ------ -----
Total Distributions (2.12) (3.96) (1.07) (1.28) (.93)
Net Asset Value, End of Period $ 17.64 $ 19.80 $ 23.95 $ 18.19 $ 16.29
======= ======== ======== ======= =======
Total Return (.57%) (.76%) 39.23% 20.60% 12.97%
Ratios/Supplemental Data
- ------------------------
Net Assets, End of Period $95,689 $111,850 $118,278 $97,154 $84,374
(in Thousands)
Ratio of Expenses to
Average Net Assets .84% .83% .83% .84% .86%
Ratio of Net Investment Income
to Average Net Assets .81% .55% .61% .95% 1.17%
Portfolio Turnover Rate 24.33% 29.85% 40.75% 28.28% 26.54%
</TABLE>
10
<PAGE> 12
INVESTMENT ADVISER
Sentry Investment Management, Inc.
1800 North Point Drive
Stevens Point, WI 54481
UNDERWRITER
Sentry Equity Services, Inc.
1800 North Point Drive
Stevens Point, WI 54481
CUSTODIAN
Citibank, N.A.
399 Park Avenue
New York, NY 10022
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
203 North LaSalle
Chicago, IL 60601
The SAI for the Fund contains additional information about the Fund. Additional
information about the Fund's investments is contained in the Fund's annual and
semi-annual reports to shareholders. The Fund's annual report provides a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. The Fund's
Statement of Additional Information, which is incorporated by reference into
this Prospectus, annual reports and semi-annual reports are available without
charge upon request to the address or toll-free telephone number noted on the
cover of this Prospectus. These documents are also available from Sentry Equity.
General inquiries regarding the Fund can be directed to the Fund at the address
and toll-free telephone number on the coverage page of this Prospectus.
Information about the Fund (including the SAI) can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. Please call the SEC at
1-202-942-8090 for information relating to the operation of the Public Reference
Room. Reports and other information about the Fund are also available on the
EDGAR database on the SEC's Internet Website located at http://www.sec.gov.
Alternatively, copies of this information may be obtained, upon payment of a
duplicating fee, by electronic request at the following e-mail address:
[email protected], or by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-0102.
The Fund's 1940 Act File Number is 811-1861
30-43 2-00
SENTRY FUND, INC.
[GRAPHIC]
No sales charges
-
No redemption fees
-
No 12b-1 fees
PROSPECTUS
AND APPLICATION
FEBRUARY 28, 2000
[Sentry Fund, Inc. LOGO]
<PAGE> 13
STATEMENT OF ADDITIONAL INFORMATION
SENTRY FUND, INC.
1800 North Point Drive
Stevens Point, WI 54481
Telephone (800) 533-7827
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus of Sentry Fund, Inc. (the "Fund") dated
February 28, 2000.
A copy of the Fund's Prospectus is available without charge by writing or
calling Sentry Equity Services, Inc. at 1800 North Point Drive, Stevens Point,
WI 54481, (800) 533-7827.
The Fund's audited financial statements for the year ended October 31, 1999 are
incorporated herein by reference to the Fund's 1999 Annual Report.
Date: February 28, 2000
<PAGE> 14
TABLE OF CONTENTS
<TABLE>
<S> <C>
Fund Organization ...................................... B-3
Investment Restrictions ................................ B-3
Implementation of Investment Objectives ................ B-4
Directors and Officers ................................. B-6
Principal Shareholders ................................. B-8
Investment Adviser and Other Services .................. B-8
Brokerage Practices .................................... B-9
Underwriter and Transfer Agent ......................... B-10
Custodian .............................................. B-11
Purchase, Redemption and Pricing ....................... B-11
Taxation of the Fund ................................... B-13
Performance Information ................................ B-13
Independent Accountant ................................. B-14
Financial Statements ................................... B-14
</TABLE>
In deciding whether to invest in the Fund, you should rely on information in
this Statement of Additional Information and the Fund's Prospectus dated
February 28, 2000. The Fund has not authorized others to provide you with
additional information. The Fund has not authorized the use of this Statement of
Additional Information in any state or jurisdiction in which an offer to sell
shares of the Fund may not lawfully be made.
B-2
<PAGE> 15
FUND ORGANIZATION
Sentry Fund, Inc. is a no-load, diversified, open-end management investment
company. The Fund is a corporation organized under the laws of the State of
Maryland on May 9, 1969. The Fund is authorized to issue shares of common stock,
each of the same class. Each share has equal, non-cumulative rights as to voting
(with each full share entitled to one vote), redemption, dividends and
liquidation.
No certificates will be issued for shares held in your account unless requested.
However, you will have full shareholder rights.
Generally, the Fund will not hold annual shareholders' meetings unless required
by the Investment Company Act of 1940, as amended (the "1940 Act"), or Maryland
law. Shareholders have certain rights, including the right to call an annual
meeting upon a vote of 10% of the Fund's outstanding shares for the purpose of
voting to remove one or more directors or to transact any other business. The
1940 Act requires the Fund to assist the shareholders in calling an annual
meeting.
INVESTMENT RESTRICTIONS
Listed below are the Fund's fundamental investment policies which cannot be
changed without the approval of a majority of the Fund's outstanding voting
securities. As used herein, a majority of the Fund's outstanding voting
securities, means the lesser of (1) 67% or more of the shares of the Fund
represented at a meeting at which holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (2) more than 50% of
the outstanding shares of the Fund. The Fund may not:
1. Issue senior securities, except as permitted under the 1940 Act;
2. Borrow money except from banks as a temporary measure for extraordinary or
emergency purposes and then not in excess of the lesser of 5% of the
current value of the Fund's total assets or 10% of the Fund's gross assets
taken at cost;
3. Pledge or mortgage assets of the Fund with a current value in excess of 15%
of the value of the Fund's net assets taken at cost;
4. Invest more than 25% of the current value of its total assets in a
particular industry or group of industries;
5. Underwrite securities of other issuers;
6. Buy and sell commodities or commodity contracts;
7. Buy and sell puts, calls, straddles, spreads or options;
8. Buy and sell real estate or other interests in real estate which are not
readily convertible into cash;
9. Make loans to other persons except through the purchase of a portion of a
publicly distributed issue of bonds or other marketable obligations;
10. Invest more than 5% of the current value of its total assets in the
securities of any one issuer (other than United States government
securities) if such purchase would cause the current value of the Fund's
investments in all such companies to exceed 5% of the current value of the
Fund's total assets.
11. Buy or retain securities issued by any other investment company, except
that securities of closed-end investment companies may be purchased as part
of a plan of merger or through a broker who is paid no more than the usual
or customary brokerage commissions;
12. Buy or retain securities of any issuer if those officers and directors of
the Fund or its investment adviser, who own individually more than 1/2% of
the securities of such issuer, together own beneficially more than 5% of
such securities;
13. Buy securities on margin or sell securities short;
14. Participate, on a joint or a joint and several basis, in any trading
account in securities;
B-3
<PAGE> 16
15. Buy securities if a registration statement would have to be filed under the
Securities Act of 1933 in order to sell the securities to the public at the
time of purchase (such securities are frequently called "letter" or
"restricted" stock); and
16. Invest more than 10% of the value of the Fund's total assets in securities
of foreign issuers.
The Fund's objective, which is to seek long-term capital growth, is also a
fundamental investment policy which cannot be changed without the approval of a
majority of the Fund's outstanding voting securities.
In addition, the Fund maintains the following investment restrictions which may
be changed by the Board of Directors without shareholder approval:
1. The Fund will not invest more than 5% of its total assets in securities of
unseasoned issuers, including their predecessors, which have been in
operation for less than three years, and equity securities of issuers which
are not readily marketable.
2. The Fund will not invest any part of its total assets in oil, gas or other
mineral exploration, development or lease programs.
3. The Fund will not pledge, mortgage or hypothecate its assets in excess of
2% of its net assets taken at market value at the time of any sale of its
shares.
4. The Fund will not invest in warrants exceeding 5% of the value of its net
assets, no more than 2% of which may be warrants not listed on the New York
Stock Exchange or the American Stock Exchange.
5. The Fund will not invest in securities that are not readily saleable,
including securities with legal or contractual restrictions on resale if,
as a result thereof, more than 10% of the Fund's total assets (taken at
market value at the time of purchase) would be invested in such securities.
The Fund is permitted to invest in securities issued by broker-dealers that
execute the Fund's portfolio brokerage transactions. The Fund will not invest
more than 5% of the value of its total assets in the securities of any one such
issuer nor will the Fund own more than 5% of a class of such an issuer's equity
securities nor more than 10% of the outstanding principal amount of such
issuer's debt securities.
Unless otherwise noted, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in the Fund's assets (i.e., due to cash inflows or redemptions) or in the market
value of the investment will not constitute a violation of that restriction.
IMPLEMENTATION OF INVESTMENT OBJECTIVES
The following information supplements the discussion of the Fund's investment
objectives described in the Prospectus under the caption "How the Fund Invests."
SMALL CAPITALIZATION COMPANIES
The Fund may, from time to time, invest in small capitalization companies. While
small-cap companies generally have the potential for rapid growth, investments
in small-cap companies often involve greater risks that investments in larger,
more established companies because small-cap companies may lack the management
experience, financial resources, product diversification, and competitive
strengths of larger companies. In addition, in many instances, the securities of
small-cap companies are traded only over-the-counter or on a regional securities
exchange, and the frequency and volume of their trading is substantially less
than is typical of larger companies. Therefore, the securities of small-cap
companies may be subject to greater and more abrupt price fluctuations. When
making large sales, the Fund may have to sell portfolio holdings at discounts
from quoted prices or may have to make a series of small sales over an extended
period of time due to the trading volume of small-cap company securities.
B-4
<PAGE> 17
You should know that based on the foregoing factors, an investment in the Fund
may be subject to greater price fluctuations than an investment in a fund that
limits its investments to larger, more established companies. The research
efforts of the Fund's investment adviser may also play a greater role in
selecting securities for the Fund than in a fund that invests in larger, more
established companies.
CONVERTIBLE SECURITIES
The Fund may invest in convertible securities, which are bonds, debentures,
notes, preferred stocks, or other securities that may be converted into or
exchanged for a specified amount of common stock of the same or a different
issuer within a particular period of time at a specified price or formula. A
convertible security entitles the holder to receive interest normally paid or
accrued on debt or the dividend paid on preferred stock until the convertible
security matures or is redeemed, converted or exchanged. Convertible securities
have unique investment characteristics in that they generally (1) have higher
yields than common stocks, but lower yields than comparable non-convertible
securities; (2) are less subject to fluctuation in value than the underlying
stock since they have fixed income characteristics; and (3) provide the
potential for capital appreciation if the market price of the underlying common
stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield in comparison with the yields of other securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying common stock). The investment value of a convertible security is
influenced by changes in interest rates with investment value declining as
interest rates increase and increasing as interest rates decline. The credit
standing of the issuers and other factors also may have an effect on the
convertible security's investment value. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If
the conversion value is low relative to the investment value, the price of the
convertible security is governed principally by its investment value. Generally,
the conversion value decreases as the convertible security approaches maturity.
To the extent the market price of the underlying common stock approaches or
exceeds the conversion price, the price of the convertible security will be
increasingly influenced by its conversion value. A convertible security
generally will sell at a premium over its conversion value by the extent to
which investors place value on the right to acquire the underlying common stock
while holding a fixed income security.
A convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund will be required to permit the issuer to redeem the
security, convert it into the underlying common stock, or sell it to a third
party.
WARRANTS
Warrants are options to purchase equity securities at a specified price during a
specified period of time. They do not represent ownership of the securities, but
only the right to buy the securities. Investing in warrants is pure speculation
because warrants have no voting rights, pay no dividends and have no rights with
respect to the assets of the issuer. The price of warrants does not necessarily
move parallel to the price of the underlying securities.
The Fund may invest in warrants if, after such investment, not more than 5% of
its net assets will be invested in warrants other than warrants acquired in
units or attached to other securities. Of such 5%, not more than 2% of the
Fund's net assets at the time of purchase may be invested in warrants that are
not listed on the New York Stock Exchange or the American Stock Exchange.
B-5
<PAGE> 18
TEMPORARY INVESTMENTS
Short-Term Obligations. In times when the Fund's investment adviser believes
that adverse market, economic, political or other conditions justify such
action, the Fund may invest all or a substantial portion of its assets
temporarily in short-term fixed-income securities, including, without
limitation, the following:
- - U.S. government securities, including bills, notes and bonds, differing as
to maturity and rate of interest, which are either issued or guaranteed by
the U.S. Treasury or by U.S. governmental agencies or instrumentalities;
- - Certificates of deposit issued against funds deposited in a U.S. bank or
savings and loan association;
- - Bank time deposits, which are monies kept on deposit with U.S. banks or
savings and loan associations for a stated period of time at a fixed rate
of interest;
- - Bankers' acceptances, which are short-term credit instruments used to
finance commercial transactions;
- - Repurchase agreements entered into only with respect to obligations of the
U.S. government, its agencies or instrumentalities; or
- - Commercial paper and commercial paper master notes rated investment grade
or better, which are demand instruments without a fixed maturity date
bearing interest at rates that are fixed to known lending rates and
automatically adjusted when such lending rates change.
Fixed Income Obligations. Fixed income obligations in which the Fund may invest
for temporary, defensive purposes will be primarily investment-grade debt
obligations or determined to be comparable by the Fund's investment adviser. The
market value of all debt obligations is affected by changes in the prevailing
interest rates. The market value of such instruments generally reacts inversely
to interest rate changes. If the prevailing interest rates decline, the market
value of debt obligations generally increases. If the prevailing interest rates
increase, the market value of debt obligations generally decreases. In general,
the longer the maturity of a debt obligation, the greater its sensitivity to
changes in interest rates.
PORTFOLIO TURNOVER
Portfolio turnover rate is a measure of the purchase and sale activity of the
securities in the Fund's portfolio during a one-year period. Since the Fund's
primary objective is to purchase securities for long-term appreciation,
securities are not purchased with a view to rapid turnover. Therefore, the Fund
does not intend to engage in short-term trading. Purchases and sales of
securities are made whenever the Fund's investment adviser believes the
possibilities for long-term appreciation of a security have diminished
significantly or the risk of decline in the market price is too great. For the
fiscal years ended October 31, 1999 and 1998, the Fund's portfolio turnover
rates were approximately 24.3% and 29.9%, respectively.
DIRECTORS AND OFFICERS
Under the laws of the State of Maryland, the Board of Directors of the Fund is
responsible for managing its business and affairs. The directors and officers of
the Fund, together with information as to their principal business occupations
during the last five years, are shown below. The address of each director and
officer is 1800 North Point Drive, Stevens Point, Wisconsin 54481, except as
noted below. Each director who is deemed an "interested person" as defined in
the 1940 Act is indicated by an asterisk.
B-6
<PAGE> 19
*DALE R. SCHUH, age 51, Chairman of the Board
Mr. Schuh has been Chief Executive Officer and President of Sentry Insurance a
Mutual Company ("Sentry Insurance") since January 1998. He served as President
and Chief Operating Officer from November 1996 to December 1997; as Executive
Vice President and Chief Operating Officer from November 1995 to November 1996;
and as Sr. Vice President from 1992 to 1995, all with Sentry Insurance. Mr.
Schuh also serves as a director of the following companies: Sentry Insurance;
the Fund's investment adviser, Sentry Investment Management, Inc. (the
"Adviser"); and the Fund's underwriter, Sentry Equity Services, Inc. ("Sentry
Equity"). He has been Chairman of the Board of the Fund since 1993.
JAMES J. WEISHAN, age 46, President
Mr. Weishan has been President of the Fund since March 1999, and has served as a
Director and President of the Adviser since June 1999. He has been Vice
President of Sentry Insurance since January 1999. Prior to that, Mr. Weishan was
Sr. Vice President of General Electric Financial Assurance from 1996 to 1999,
and Sr. Vice President of First Colony Corporation from 1994 to 1996.
SUSAN M. DEBRUIN, age 48, Vice President
Ms. DeBruin has been Vice President of the Fund since June 1998, and President
of Sentry Equity since April 1998. Prior to that, Ms. DeBruin had been a sales
development consultant and compliance consultant for Sentry Insurance since
1986.
WILLIAM M. O'REILLY, age 45, Secretary
Mr. O'Reilly has been Vice President, General Counsel and Corporate Secretary of
Sentry Insurance since January 1994. He also serves as a Director and Secretary
of the Adviser and Sentry Equity, and has been Secretary of the Fund since 1992.
*WILLIAM J. LOHR, age 50, Director and Treasurer
Mr. Lohr has been Vice President and Treasurer of Sentry Insurance since April
1997. He served as Vice President and Treasurer of Citizens Insurance Company of
America from 1981 to 1997. Mr. Lohr also serves as a Director and Treasurer of
the Adviser and Sentry Equity. He has been a Director and Treasurer of the Fund
since 1997.
THOMAS R. COPPS, age 60, Director
2828 Wayne Street, Stevens Point, WI 54481
Mr. Copps has been Vice President-Public Relations of the Copps Corporation, a
retail and wholesale distributor of food products, since May 1979. He has been a
Director of the Fund since 1983.
DAVID W. GRAEBEL, age 70, Director
401 South Airport Blvd., Aurora, CO 80017-2122
Mr. Graebel has been Chairman of the Board of Graebel Companies, Inc., a moving
and storage company, and its subsidiaries since 1950. He has been a Director of
the Fund since 1969.
STEVEN J. UMLAND, age 44, Director
11925 West Lake Park Drive, Milwaukee, WI 53224
Mr. Umland has been Vice President-Finance of Ministry HealthCare, a hospital
management service corporation, since 1991. He has been a Director of the Fund
since 1995.
As of February 1, 2000, the directors and officers as a group owned less than 1%
of the outstanding shares of the Fund.
The Fund pays each director who is not an "interested person" of the Fund $250
quarterly as a retainer fee for his services as a director. These directors
received an aggregate of $3,000 in fees during the fiscal year ended October 31,
1999. Officers and directors who are "interested persons" of the Fund receive no
compensation from the Fund for their services.
B-7
<PAGE> 20
PRINCIPAL SHAREHOLDERS
As of February 1, 2000, the following persons owned of record or are known by
the Fund to own of record or beneficially 5% or more of the Fund's outstanding
shares:
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
---------------- ---------------- ----------
Sentry Insurance a Mutual Company 1,643,647 27%
1800 North Point Drive
Stevens Point, WI 54481
Sentry Credit Union 1,574,077 26%
as Trustee of Sentry 401(k) Plan
1800 North Point Drive
Stevens Point, WI 54481
</TABLE>
As of February 1, 2000, Sentry Credit Union, as Trustee of the Sentry 401(k)
Plan, and Sentry Insurance a Mutual Company each owned a controlling interest in
the Fund. Shareholders with a controlling interest could affect the outcome of
proxy voting or the direction of the management of the Fund.
INVESTMENT ADVISER AND OTHER SERVICES
The Adviser has entered into an Investment Advisory Agreement (the "Agreement")
with the Fund. The Adviser is a wholly-owned subsidiary of Sentry Insurance. The
Fund's underwriter, Sentry Equity, is also a wholly-owned subsidiary of Sentry
Insurance and is therefore affiliated with the Adviser and the Fund.
The following persons serve on the Adviser's Board of Directors: Dale R. Schuh,
James J. Weishan, William J. Lohr and William M. O'Reilly.
Mr. Schuh is also Chief Executive Officer and President of Sentry Insurance
and serves as an officer or a director of many of its subsidiary companies.
Mr. Weishan is also President of the Adviser, Vice President of Sentry
Insurance, and serves as a director of many of its subsidiary companies.
Mr. Lohr is also Treasurer of the Adviser and Vice President of Sentry
Insurance and serves as an officer and director of many of its subsidiary
companies.
Mr. O'Reilly is also Secretary of the Adviser and Vice President, General
Counsel and Corporate Secretary of Sentry Insurance and serves as an
officer and director of many of its subsidiary companies.
The Agreement provides that the Adviser will furnish the Fund with office space,
facilities and services; manage the Fund's investments; provide bookkeeping
services; and permit any of the Adviser's officers and employees to serve,
without compensation by the Fund, as officers and directors of the Fund if
elected to such positions. The Fund has agreed to pay the Adviser a fee for its
services at the following rates:
<TABLE>
<CAPTION>
Net Asset Value Annual Rate
--------------- -----------
<S> <C> <C>
First $150,000,000 0.75%
Next $150,000,000 0.60%
Next $200,000,000 0.525%
Amount over $500,000,000 0.45%
</TABLE>
B-8
<PAGE> 21
The fee is computed and paid quarterly. During the fiscal years ended October
31, 1999, 1998, and 1997, the Adviser's fees for services to the Fund were
$815,524, $877,820, and $810,738, respectively.
If the costs of the underwriter, Sentry Equity, in fulfilling its obligations to
the Fund under the Underwriter Agreement exceed its ability to operate
profitably, the Adviser may reimburse Sentry Equity for a portion of its
expenses. See "Underwriter and Transfer Agent."
Certain expenses of the Fund, such as taxes, portfolio brokerage commissions,
the cost of state and federal securities registrations, printing stock
certificates and checks, preparation of and postage for shareholders' reports,
costs of preparing and printing prospectuses, fees for maintaining shareholders'
records, custodial fees, transfer agent fees, auditors' fees, legal fees and
unaffiliated directors' fees, are paid by the Fund.
If the total expenses of the Fund (excluding taxes, portfolio brokerage
commissions and interest, but including the investment advisory fee) exceed the
sum of 1-1/2% of the first $30,000,000 and 1% of the balance of the average
daily net asset value of the Fund in any one fiscal year, the Adviser will
reimburse the Fund for such excess. This expense limitation is taken into
consideration with each payment of the management fee.
The Agreement will continue from year to year so long as it is approved annually
by (1) the vote of a majority of the Directors of the Fund who are not
"interested persons" of either the Fund or the Adviser, cast in person at a
meeting called for that purpose, and (2) the vote of the Board of Directors of
the Fund or the vote of a majority of the outstanding voting securities of the
Fund. The Agreement terminates automatically if assigned. In addition, the
Agreement may be terminated at any time, without penalty, by the Board of
Directors of the Fund or by the vote of a majority of the outstanding voting
securities of the Fund, by giving at least 60 days' written notice to the
Adviser. The Adviser may terminate the Agreement by giving at least 60 days'
written notice to the Fund. The Agreement may be amended only with the approval
of a majority of the outstanding voting securities of the Fund.
The Agreement provides that the Adviser will not be liable to the Fund or its
shareholders, or any other person, for any error of judgment or for any loss
arising out of any investment or for any other act or omission in the
performance by the Adviser of its duties under the Agreement except for a loss
resulting from the Adviser's willful misfeasance, bad faith or gross negligence
in performing its duties or reckless disregard of its obligations and duties
under the Agreement.
The name "Sentry" and the minuteman service mark have been adopted by the Fund
with the permission of Sentry Insurance, which has registered these service
marks. Their use is subject to the right of Sentry Insurance to withdraw this
permission at any time. If the Adviser, or a corporation controlled by or under
common control with Sentry Insurance, ceases to be the investment adviser for
the Fund, the Fund has agreed to stop using the name "Sentry" and the minuteman
design.
BROKERAGE PRACTICES
In placing the Fund's portfolio purchase and sale orders, it is the Adviser's
policy to seek the best execution of orders at the most favorable price, taking
into account research services which, in effect, are provided with brokerage
commissions as described in this and the following paragraph. The determination
of what is expected to result in the best execution at the most favorable price
involves a number of largely judgmental considerations. Among these are the
Adviser's evaluation of the broker's efficiency in executing and clearing
transactions, the broker's financial strength and stability, and the Adviser's
previous experience in dealing with the broker. The most favorable price to the
Fund means the best net price without regard to the mix between purchase or sale
price and commission, if any. Primary market makers are used for transactions in
the over-the-counter market except in those instances where the Adviser believes
better execution or a more favorable price can be obtained elsewhere. The
Adviser may also purchase securities listed on stock exchanges from non-exchange
members in transactions off the exchange. Brokerage services will not be
allocated based on the sale of the Fund shares.
B-9
<PAGE> 22
Section 28(e) of the Securities Exchange Act of 1934, as amended ("Section
28(e)"), permits an investment adviser, under certain circumstances, to cause an
account to pay a broker or dealer who supplies brokerage and research services a
commission for effecting a transaction in excess of the amount of commission
another broker or dealer would have charged for effecting the transaction.
Brokerage and research services include (a) furnishing advice as to the value of
securities, the advisability of investing, purchasing or selling securities, and
the availability of securities or purchasers or sellers of securities; (b)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (c) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement and custody).
In allocating brokerage business for the Fund, the Adviser takes into
consideration the research, analytical, statistical and other services and
information provided by the broker, such as economic, securities, and
performance measure research. Selection of brokers or dealers is not made
pursuant to an agreement or understanding with any of the brokers or dealers.
Even though the Adviser negotiates commissions, the Fund may absorb higher
brokerage commissions than might be available from other brokers if the amount
is believed by the Adviser to be reasonable in relation to the value of the
overall quality of the brokerage and research services provided and the payment
is made in compliance with the provisions of Section 28(e) or other applicable
federal and state laws. Other advisory clients may indirectly benefit from the
availability of these services to the Adviser, and the Fund may indirectly
benefit from services available to the Adviser as a result of transactions for
other clients.
The aggregate amount of brokerage commissions paid by the Fund for the fiscal
years ended October 31, 1997, 1998 and 1999, was $112,885, $119,567, and $66,017
respectively. All of the commissions were paid to brokers providing research
services. Neither the Adviser nor any company affiliated with the Adviser
receives any brokerage commissions from the Fund. During the fiscal year ended
October 31, 1999, the Fund did not acquire any stock of its regular brokers or
dealers.
At times, the Adviser may consider purchases or sales of the same securities for
the Fund and for one or more of its other clients. In such cases, the Adviser
will allocate purchase and sale transactions among its clients in a manner it
deems equitable.
UNDERWRITER AND TRANSFER AGENT
Sentry Equity Services, Inc. ("Sentry Equity"), 1800 North Point Drive, Stevens
Point, Wisconsin 54481, a wholly-owned subsidiary of Sentry Insurance, acts as
underwriter for the Fund pursuant to an Underwriter Agreement (the "Agreement").
The Agreement provides that Sentry Equity will use its best efforts to offer to
the public on a continuous basis shares of the Fund through its sales agents.
Most sales agents also serve as insurance representatives of Sentry Insurance.
Sales agents receive a commission from Sentry Equity of 1% on all sales of Fund
shares. However, because the Fund is a "no load" fund, no sales commissions are
charged on the purchase of Fund shares and, therefore, Sentry Equity receives no
commission or other remuneration from the Fund for its services as underwriter.
Under the Agreement, Sentry Equity has agreed to furnish clerical and
administrative personnel and services to the Fund and to provide office space,
facilities and equipment required by such personnel, other than such services as
may be provided by the Adviser.
The Agreement will continue from year to year so long as it is approved at least
annually by (1) the vote of a majority of the Directors of the Fund who are not
"interested persons" of either the Fund or Sentry Equity, cast in person at a
meeting called for such purpose, and (2) the vote of the Fund's Board of
Directors or the vote of a majority of the outstanding voting securities of the
Fund. The Agreement terminates automatically if assigned. In addition, the
Agreement may be terminated at any time, without penalty, by the Fund's Board of
Directors or by the vote of a majority of the outstanding voting securities of
the Fund, by giving at least 60 days' written notice to Sentry Equity. Sentry
Equity may terminate the Agreement by giving at least 60 days' written notice to
the Fund.
B-10
<PAGE> 23
Sentry Equity also serves the Fund under a separate Agency Agreement as Transfer
Agent, Dividend Disbursing Agent and Plan Agent (including the maintenance of
shareholder records). For these services, Sentry Equity is paid an annual fee of
$8.50 per shareholder account. During the fiscal year ended October 31, 1999,
$30,091 was paid pursuant to the Agency Agreement. To handle these functions,
Sentry Equity has contracted with Sentry Insurance for the use of its extensive
information services staff and equipment. The Fund believes the payment by the
Fund to Sentry Equity for the services described in this paragraph are
comparable to the charges of other companies performing similar services.
CUSTODIAN
Citibank, N.A., 399 Park Avenue, New York, New York 10022, is custodian of the
Fund's securities and cash, and handles receipts and disbursements for the Fund
pursuant to a Custodian Agreement. The custodian performs no management or
policymaking functions for the Fund. Its compensation is based on the number of
shares in the Fund's portfolio and the number of portfolio transactions.
PURCHASE, REDEMPTION AND PRICING
Planned Automatic Investment Draft (PAID) Plan
The PAID Plan allows you to make regular, systematic investments in Fund shares
by having a set amount deducted directly from your bank account every month. By
participating in the PAID Plan, you will be investing a fixed amount of money at
regular time intervals. This is an investment strategy known as dollar cost
averaging. By always investing the same amount, you will be purchasing more
shares when the price is low and fewer shares when the price is high. A program
of regular investment cannot ensure a profit or protect against a loss from
declining markets.
Individual Retirement Accounts
In addition to purchasing Fund shares as described in the Prospectus under "How
to Purchase Shares," individuals may establish their own tax-sheltered
individual retirement accounts ("IRAs").
Traditional IRA. Under a Traditional (deductible) IRA, earnings accumulate on a
tax-deferred basis on annual IRA contributions equal to the lesser of 100% of
compensation received during the year or $2,000 ($4,000 in the case of a spousal
IRA provided certain income requirements are met). The $2,000 deductible
contribution limit is available only to (1) taxpayers who are not active
participants in certain qualified retirement plans, and (2) taxpayers who are
active participants in certain qualified plans but have adjusted gross income
below a specified level. Generally, a taxpayer is deemed an active participant
in a qualified retirement plan if, for any part of the plan's taxable year that
ends in the taxpayer's taxable year, the taxpayer or the taxpayer's spouse is an
active participant in one of the following: a qualified pension plan; a
qualified profit sharing or money purchase plan; a 403(b) annuity program; a
simplified employee pension plan; or a government plan (other than a plan
maintained for state and local employees under Section 457 of the Internal
Revenue Code). A married taxpayer filing a joint return who is an active
participant in a qualified retirement plan may make a deductible IRA
contribution of up to $2,000 ($4,000 in the case of a spousal IRA provided
certain income requirements are met).
Roth IRA. Under a Roth IRA, annual non-deductible contributions of $2,000 can be
made (in combination with a Traditional IRA, whether deductible or not) or 100%
of earned income if less than $2,000. Spousal contributions can be made up to
$2,000 annually subject to certain income limitations. Distributions from a Roth
IRA are tax-free after age 591/2 if it has been held more than five years.
Distributions before age 591/2 are tax-free if it has been held more than five
years and the owner dies, becomes disabled, or uses the proceeds for certain
purposes. Eligibility for a Roth IRA is subject to certain income limitations.
B-11
<PAGE> 24
Education IRA. Under an Education IRA, parents who meet certain income
eligibility requirements can set up savings accounts for their children's
post-secondary education. Depending on the parents' income, the parents may be
able to contribute up to $500 annually for each child until the child turns 18.
Although parents' contributions to Education IRA accounts are after-tax
contributions, all earnings used to pay for the child's post-secondary education
expenses are tax-free. Earnings not used to pay for the child's post-secondary
education expenses are subject to income tax and an additional 10% penalty. Any
money remaining in an Education IRA when the child reaches age 30 must be
distributed or rolled over to another eligible family member to avoid certain
taxes. Eligibility for an Education IRA is subject to certain income
limitations.
There are penalties for withdrawals from Traditional and Roth IRA accounts
before age 591/2. If you are considering establishing any IRA, you should
consult with your tax adviser about applicable plan requirements, contribution
limitations, income limits for eligibility and potential tax liabilities.
Under current IRS regulations, IRA applicants must be furnished a disclosure
statement containing information specified by the IRS. Applicants generally have
the right to revoke their account within seven days after receiving the
disclosure statement and obtain a full refund of their contributions. The
custodian may, in its discretion, hold the initial contributions uninvested
until the expiration of the seven-day revocation period. The custodian does not
anticipate that it will exercise its discretion, but reserves the right to do
so.
Redemption-in-Kind
The Fund has filed a Notification under Rule 18f-1 of the 1940 Act, pursuant to
which it reserves the right, in extraordinary circumstances, to pay the
redemption price in whole or part in portfolio securities if deemed advisable by
the Board of Directors or any officer of the Fund. However, this option to
redeem in portfolio securities is limited with respect to each shareholder
during any 90-day period to an amount not in excess of the lesser of $250,000 or
1% of the net asset value of the Fund at the beginning of such period. If
redemption is made in portfolio securities, the shareholder would incur
brokerage expenses if he or she sold the securities received. An officer of the
Fund will only make such a decision in cases of extreme urgency where there is
not sufficient time for the Board of Directors to act, and such action will be
subsequently reviewed by the Board of Directors.
Other Special Redemption Situations
The Board of Directors may, by resolution as provided in the Fund's Articles of
Incorporation, establish a redemption fee of not more than 1% of net asset value
for redemption of shares which have been outstanding less than one year. If such
a fee is established, shareholders will be given at least 30 days' advance
notice.
Pursuant to the Fund's Articles of Incorporation, the Fund may, by resolution of
the Board of Directors and after giving at least six months' written notice to
the shareholder, redeem all shares owned by any shareholder who (1) has been a
shareholder of record for more than five consecutive years, and (2) does not own
shares the original cost (purchase price) of which exceeds $200 in the aggregate
at the time of redemption. For purposes of the foregoing, where multiple
purchases and redemptions of shares have occurred and the Fund is unable to
determine the original cost of the shares held by the shareholder, the Fund will
deem those shares held at the time of such redemption to be those acquired at
the lowest original cost. The Directors have taken no action on this matter, but
may consider it from time to time. Shareholders will be notified if the Board of
Directors adopts such a resolution.
The Fund intends to exercise its right as provided in the Articles of
Incorporation to redeem at net asset value any portion of the shares owned
beneficially or of record by any shareholder in excess of 4.9% of the
outstanding shares of the Fund, excluding Sentry Insurance and its affiliated
companies or other shareholders who have entered into agreements with the Fund
designed to take into account the interests of all shareholders. This right will
not be exercised if a shareholder's percentage of ownership exceeds 4.9% of the
outstanding shares as a result of redemptions by other shareholders or the
reinvestment of any dividends or capital gains distributions.
B-12
<PAGE> 25
Systematic Withdrawal Plan
Based on the balance of the account, shareholders may set up automatic quarterly
or monthly withdrawals from their Fund account. Depending on the size of the
account and the withdrawals requested (and fluctuations in the net asset value
of the shares redeemed), redemptions for the purpose of satisfying such
withdrawals may reduce or even exhaust a shareholder's account. If the amount
remaining in a shareholder's account is not sufficient to meet a plan payment,
the remaining amount will be redeemed and the systematic withdrawal plan will be
terminated.
Pricing of Shares (Computation of Net Asset Value)
Fund shares are sold on a continuous basis at the net asset value per share next
computed following receipt of a purchase order in proper form by Sentry Equity.
The net asset value per share is computed as of the close of trading (generally
4:00 p.m., Eastern Standard Time) on the New York Stock Exchange each day on
which the Exchange is open for trading or on any other day on which there is a
sufficient degree of trading in the underlying assets of the Fund so that the
Fund's net asset value may be materially affected. The net asset value of the
Fund's shares is determined by dividing the value of the Fund's total assets,
less its liabilities, by the total number of shares outstanding. Portfolio
securities which are traded or listed on a national securities exchange are
valued at the last sales price at the time of computation, or, if there has been
no sale on that day, at the last bid price. Securities traded on the
over-the-counter market are valued at the mean between the last quoted bid and
asked prices at the time of computation, or in the case of National Market
Issues, the last sales price. Securities for which market quotations are not
readily available, and other assets of the Fund, are valued at fair value as
determined in good faith by the Fund's Board of Directors.
TAXATION OF THE FUND
The Fund intends to qualify annually for treatment as a "regulated investment
company" under Subchapter M of the Internal Revenue Code and, if so qualified,
will not be liable for federal income taxes to the extent earnings are
distributed to shareholders on a timely basis. In the event the Fund fails to
qualify as a "regulated investment company," it will be treated as a regular
corporation for federal income tax purposes. In that event, the Fund would be
subject to federal income taxes and any distributions that it makes would be
taxable and non-deductible by the Fund. What this means to shareholders of the
Fund is that the cost of investing in the Fund would increase. Under these
circumstances, it would be more economical for shareholders to invest directly
in securities held by the Fund, rather than investing indirectly in such
securities through the Fund.
PERFORMANCE INFORMATION
The Fund's historical performance or return may be shown in the form of various
performance figures. The fund's performance figures are based on historical
results and are not necessarily representative of future performance. Factors
affecting the Fund's performance include general market conditions, operating
expenses and investment management.
B-13
<PAGE> 26
Total Return
The average annual total return of the Fund is computed by finding the average
annual compounded rates of return over the periods that would equate the initial
amount invested to the ending redeemable value, according to the following
formula:
<TABLE>
<S><C>
P(1+T)n =ERV
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the stated periods~ at the end of the
stated periods
</TABLE>
Performance for a specific period is calculated by first taking an investment
(assumed to be $1,000) ("initial investment") in the Fund's shares on the first
day of the period and computing the "ending value" of that investment at the end
of the period. The total return percentage is then determined by subtracting the
initial investment from the ending value and dividing the remainder by the
initial investment and expressing the result as a percentage. The calculation
assumes that all income and capital gains dividends paid by the Fund have been
reinvested at the net asset value of the Fund on the reinvestment dates during
the period. Total return may also be shown as the increased dollar value of the
hypothetical investment over the period.
Cumulative total return represents the simple change in value of an investment
over a stated period and may be quoted as a percentage or as a dollar amount.
Total returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to illustrate the
relationship between these factors and their contributions to total return.
For the period ended October 31, 1999, the average annual total return figures
for the Fund for the one, five and ten-year periods are -.57%, 13.36%, and
11.87%, respectively.
For the period ended October 31, 1999, the total return figures for the same
periods are -.57%, 87.19%, and 206.90%, respectively.
INDEPENDENT ACCOUNTANT
The Fund's independent accountant, PricewaterhouseCoopers LLP, 203 North LaSalle
Street, Chicago, Illinois 60601, audits and reports on the Fund's annual
financial statements, reads certain regulatory reports and the Fund's income tax
statements, and performs other professional accounting, auditing, tax and
advisory services when engaged to do so by the Fund.
FINANCIAL STATEMENTS
The following audited financial statements of the Fund are incorporated herein
by reference to the Fund's Annual Report for the fiscal year ended October 31,
1999, as filed with the Securities and Exchange Commission on or about December
30, 1999:
A. Schedule of Investments as of October 31, 1999
B. Statement of Assets and Liabilities as of October 31, 1999
C. Statement of Operations for the year ended October 31, 1999
D. Statement of Change in Net Assets for the years ended October 31, 1999
and 1998
E. Financial Highlights for the fiscal year ended October 31, 1999, 1998,
1997, 1996 and 1995
F. Notes to Financial Statements
G. Report of Independent Accountant dated November 19, 1999.
B-14
<PAGE> 27
PART C
OTHER INFORMATION
<TABLE>
<S> <C> <C>
ITEM 23 Exhibits
(a) Articles of Incorporation of Registrant*
(b) Bylaws of Registrant*
(c) None
(d) Investment Advisory Agreement with Sentry Investment Management, Inc. dated March 1, 1991*
(e.1) Underwriter Agreement with Sentry Equity Services, Inc. dated December 4, 1990*
(e.2) Form of Dealer Agreement*
(f) None
(g) Custodian Agreement with Citibank, N.A. dated May 1, 1989*
(h.1) Agency Agreement with Sentry Equity Services, Inc. dated May 14,1970*
(h.2) Name Agreement with Hardware Mutual Casualty Company dated May 9, 1969*
(h.3) Agreement between Sentry Equity Services, Inc. and Hardware Mutual Casualty Company dated May 14, 1970*
(i) Opinion and Consent of Vedder, Price, Kaufman & Kammholz, Counsel for Registrant, dated May 15, 1970*
(j) Consent of PricewaterhouseCoopers LLP
(k) None
(l) Subscription Agreement executed by Sentry Life Insurance Company dated July 9, 1969*
(m) None
(n) None
(o) Reserved
(p) Code of Ethics**
</TABLE>
* Items (a), (b), (d), (e.1), (e.2), (g), (h.1), (h.2), (h.3), (i), and (l) are
incorporated herein by reference to such items in Post-Effective Amendment
No. 34 to Registrant's Form N-1A as filed with the Commission on or about
February 28, 1997.
** To be filed in the next post-effective amendment filed by Registrant after
March 1, 2000.
<PAGE> 28
ITEM 24 Persons Controlled by or under Common Control with Registrant
The following is a description of all persons who might be considered to be
directly or indirectly controlled by or under common control with the
Registrant:
1. Sentry Insurance a Mutual Company ("Sentry Insurance"), a Wisconsin
corporation, is affiliated with the Registrant, a Maryland corporation.
2. Sentry Insurance is also affiliated with Sentry Insurance Foundation,
Inc., a Wisconsin corporation.
3. Sentry Insurance is also affiliated with Sentry Lloyd's of Texas, a
Texas Lloyd's corporation.
4. The following companies are wholly-owned subsidiaries of Sentry Insurance:
(a) Middlesex Insurance Company ("Middlesex"), a Wisconsin
corporation;
(b) Dairyland Insurance Company ("Dairyland"), a Wisconsin
corporation;
(c) Sentry Life Insurance Company ("Sentry Life"), a Wisconsin
corporation;
(d) Parker Stevens Agency, Inc., a Wisconsin corporation;
(e) Parker Stevens Agency of Mass., Inc., a Massachusetts
corporation;
(f) Sentry Insurance Holding Company, Inc.
(g) Sentry Investment Management, Inc., a Delaware corporation,
Registrant's Investment Adviser
(h) Sentry Equity Services, Inc., a Delaware corporation,
Registrant's Underwriter;
(i) Sentry Services, Inc., a Wisconsin corporation;
(j) Sentry Aviation Services, Inc., a Wisconsin corporation; and
(k) WAULECO, Inc., a Wisconsin corporation.
5. Patriot General Insurance Company, a Wisconsin corporation, is a
wholly-owned subsidiary of Middlesex.
6. Sentry Life Insurance Company of New York, a New York corporation, is a
wholly-owned subsidiary of Sentry Life.
7. Dairyland County Mutual Insurance Company of Texas, a Texas
corporation, is affiliated with Dairyland.
8. Sentry Select Insurance Company, Sentry Casualty Company, Rock River
Insurance Company, all Illinois corporations; Sentry Insurance Agency,
Inc., a Delaware corporation, and John Deere General Agency, Inc., a
Texas corporation, are wholly-owned subsidiaries of Sentry Insurance
Holding Company, Inc.
ITEM 25 Indemnification
The Maryland General Corporation Law, Section 2-418 provides for indemnification
of directors, officers, employees and agents. Officers, directors, employees and
agents of the Fund will be indemnified to the fullest extent allowed by Maryland
law.
Article VII, Section "H" of the Registrant's Articles of Incorporation provides
that the Registrant will indemnify its directors and officers against expenses,
judgments, fines and settlements reasonably incurred by them by reason of their
offices, provided that such persons acted in good faith and subject to other
specified conditions. In addition, the same section of the Articles permits the
Registrant to purchase insurance against certain liabilities of directors and
officers.
In accordance with Section 17(h) of the Investment Company Act, this provision
of the Articles shall not protect any person against any liability to the
Registrant or its stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant participates in an insurance policy covering the Registrant and
the Investment Adviser and their respective directors, officers, and employees
against certain liabilities arising out of acts, omissions and breaches of duty
in connection with their offices and employment with such entities. This
insurance policy has limits of $2,500,000 per occurrence and $10,000,000 in the
aggregate.
<PAGE> 29
ITEM 26 Business and Other Connections of the Investment Adviser
Sentry Investment Management, Inc., the investment adviser of the Registrant,
also acts as investment adviser to other companies (primarily insurance
companies) affiliated with the adviser.
The following table describes all other business, professions, vocations and
employment of a substantial nature in which each director or officer of the
adviser is, or has been during the past two fiscal years, engaged for his or her
own account or in the capacity of director, officer, employee, partner or
trustee. The principal business address for the companies listed is 1800 North
Point Drive, Stevens Point, Wisconsin 54481.
<TABLE>
<CAPTION>
Capacity with
Sentry Investment Substantial Business
Name Management, Inc. and Other Connections
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dale R. Schuh Chairman of the Board Chairman of the Board, Chief Executive Officer
and President of Sentry Insurance a Mutual
Company ("Sentry Insurance"); Chairman of the
Board of Sentry Fund, Inc.; and a Director and
officer of various companies in the Sentry Group
James J. Weishan President and Director Vice President of Sentry Insurance; President of
Sentry Fund, Inc., and a Director of various
companies in the Sentry Group
Janet L. Fagan Vice President Vice President and Chief Actuary of Sentry
Insurance, and a Director and Officer of various
companies in the Sentry Group
William M. O'Reilly Secretary and Director Vice President, General Counsel and Corporate
Secretary of Sentry Insurance; Secretary of
Sentry Fund, Inc.; and a Director and officer of
various companies in the Sentry Group.
William J. Lohr Treasurer and Director Vice President and Treasurer of Sentry Insurance;
Treasurer and Director of Sentry Fund, Inc.; and
a Director and officer of various companies in
the Sentry Group
</TABLE>
ITEM 27 Principal Underwriter
(a) None
(b) The principal business address of each director and officer of
the principal underwriter is 1800 North Point Drive, Stevens
Point, Wisconsin 54481. Other required information is as
follows:
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Susan M. DeBruin President Vice President
Glen E. Scott, Jr. Vice President None
William J. Lohr Treasurer and Director Treasurer and Director
William M. O'Reilly Secretary and Director Secretary
Dale R. Schuh Director (Chairman of the Chairman of the Board
Board)
</TABLE>
(c) None.
<PAGE> 30
ITEM 28 Location of Accounts and Records
All accounts, books and other documents are maintained at the offices of Sentry
Equity Services, Inc., 1800 North Point Drive, Stevens Point, Wisconsin 54481.
ITEM 29 Management Services
All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.
ITEM 30 Undertakings
The Registrant hereby undertakes to furnish each person to whom a Prospectus is
delivered a copy of the Registrant's latest Annual Report to Shareholders, upon
request and without charge.
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 38 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Stevens Point, and State
of Wisconsin, on February 23, 2000.
SENTRY FUND, INC., Registrant
BY: s/James J. Weishan, President
-----------------------------
James J. Weishan, President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 38 to the Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<S> <C>
Principal Executive Officers and Directors Date
s/ Dale R. Schuh February 23, 2000
- -----------------------------------------------------
Dale R. Schuh, Director and Chairman
of the Board (Principal Executive Officer)
s/ James J. Weishan February 23, 2000
- -----------------------------------------------------
James J. Weishan, President
s/ William J. Lohr February 23, 2000
- -----------------------------------------------------
William J. Lohr, Treasurer and Director
(Principal Financial Officer)
s/ Susan M. DeBruin February 23, 2000
- -----------------------------------------------------
Susan M. DeBruin, Vice President
s/ William M. O'Reilly February 23, 2000
- -----------------------------------------------------
William M. O'Reilly, Secretary
s/ David W. Graebel February 23, 2000
- -----------------------------------------------------
David W. Graebel, Director
s/ Thomas R. Copps February 23, 2000
- -----------------------------------------------------
Thomas R. Copps, Director
s/ Steven J. Umland February 23, 2000
- -----------------------------------------------------
Steven J. Umland, Director
</TABLE>
<PAGE> 32
INDEX TO EXHIBITS
Exhibits
<TABLE>
<S> <C>
(a) Articles of Incorporation of Registrant*
(b) Bylaws of Registrant*
(c) None
(d) Investment Advisory Agreement with Sentry Investment Management, Inc. dated March 1, 1991*
(e.1) Underwriter Agreement with Sentry Equity Services, Inc. dated December 4, 1990*
(e.2) Form of Dealer Agreement*
(f) None
(g) Custodian Agreement with Citibank, N.A. dated May 1, 1989*
(h.1) Agency Agreement with Sentry Equity Services, Inc. dated May 14,1970*
(h.2) Name Agreement with Hardware Mutual Casualty Company dated May 9, 1969*
(h.3) Agreement between Sentry Equity Services, Inc. and Hardware Mutual Casualty Company dated May 14, 1970*
(i) Opinion and Consent of Vedder, Price, Kaufman & Kammholz, Counsel for Registrant, dated May 15, 1970*
(j) Consent of PricewaterhouseCoopers LLP
(k) None
(l) Subscription Agreement executed by Sentry Life Insurance Company dated July 9, 1969*
(m) None
(n) None
(o) Reserved
(p) Code of Ethics**
</TABLE>
* Items (a), (b), (d), (e.1), (e.2), (g), (h.1), (h.2), (h.3), (i), and (l) are
incorporated herein by reference to such items in Registrant's Post-Effective
Amendment No. 34 to Form N-1A as filed with the Commission on or about
February 28, 1997.
** To be filed in the next post-effective amendment filed by Registrant after
March 1, 2000.
<PAGE> 1
EXHIBIT (j)
<PAGE> 2
[PRICEWATERHOUSECOOPERS LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment No. 38 to the
Registration Statement of Sentry Fund, Inc. (the "Fund") on Form N1-A (File No.
2-34038) of our report dated November 19, 1999, on our audit of the financial
statements and financial highlights of the Fund. We also consent to the
reference to our Firm under the captions "Financial Highlights" in the
Prospectus and "Independent Accountant" in the Statement of Additional
Information.
s/ PricewaterhouseCoopers LLP
February 25, 2000
