[Federal Register Volume 60, Number 100 (Wednesday, May 24, 1995)]
[Notices]
[Page 27583]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-12694]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21080; 811-3902]


Sentry Investors Variable Account II; Notice of Application

May 17, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Sentry Investors Variable Account II.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring it has 
ceased to be an investment company.

FILING DATE: The application was filed on March 29, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on June 12, 1995, 
and should be accompanied by proof of service on the applicant, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, D.C. 
20549. Applicant, c/o Sentry Investors Life Insurance Company, 1800 
North Point Drive, Stevens Point, Wisconsin 54481.

FOR FURTHER INFORMATION CONTACT: Sarah A. Wagman, Staff Attorney, at 
(202) 942-0654, or Robert A. Robertson, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a life insurance separate account established 
pursuant to Massachusetts insurance law to fund certain individual 
flexible purchase payment deferred variable annuity contracts (the 
``Contracts''). On November 10, 1983, applicant registered under the 
Act as a unit investment trust. On the same date, applicant filed a 
registration statement on Form S-6 to register the Contracts as 
securities under the Securities Act of 1933. The registration statement 
became effective on July 23, 1984. Sentry Investors Life Insurance 
Company is applicant's depositor (the ``Depositor''), and Sentry Equity 
Services, Inc. is applicant's principal underwriter.
    2. On November 1, 1994, applicant transferred all of its assets and 
liabilities to Sentry Variable Account II (the ``Sentry Account''), an 
existing registered separate account, pursuant to an assumption 
reinsurance agreement. The agreement provided that Sentry Life 
Insurance Company would assume legal ownership of applicant's assets, 
as well as responsibility for satisfying all liabilities and 
obligations arising under the Contracts. The transaction was effected 
pursuant to an SEC order.\1\ The transfer of applicant's assets and 
liabilities to the Sentry Account was achieved by combining each of 
applicant's subaccounts with the identical subaccounts of the Sentry 
Account. The share transfer was made at the relative net asset values 
of the subaccounts in conformance with section 22(c) of the Act and 
rule 22c-1 thereunder. No charges or other deductions were made with 
respect to the Contracts. As a result of the transaction, applicant's 
Contract owners received certificates reflecting the new depositor and 
the new separate account supporting their Contracts. The net asset 
value of the subaccount units acquired in the transaction was identical 
to the net asset value of the subaccount units supporting applicant's 
Contracts before the transfer.

    \1\ Sentry Life Insurance Company, et al., Investment Company 
Act Release Nos. 20576 (Sep. 26, 1994) (notice) and 20654 (Oct. 25, 
1994) (order).
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    3. The transaction was approved by the Depositor's board of 
directors, and by the board of directors of Sentry Life Insurance 
Company, the Sentry Account's depositor. Applicant also obtained 
approvals from state insurance authorities of those states in which 
applicant's Contract owners reside.
    4. Immediately prior to the merger, applicant had 70 Contract 
owners. At the time of filing the application, applicant has no 
remaining Contract holders. All of applicant's Contract holders had the 
assets underlying their contracts transferred to the Sentry Account.
    5. Sentry Life Insurance Company bore all direct and indirect costs 
incurred in connection with the merger.
    6. Applicant has no remaining assets, outstanding debts, or 
liabilities. Applicant is current with all of its filings under the 
Act, including all Form N-SAR filings. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is not now engaged, 
nor does it intend to engage, in any business activities other than 
those necessary for the winding-up of its affairs.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-12694 Filed 5-23-95; 8:45 am]
BILLING CODE 8010-01-M