[Federal Register Volume 64, Number 206 (Tuesday, October 26, 1999)]
[Notices]
[Pages 57671-57673]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-27885]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-24091; File No. 812-11694]


Sentry Life Insurance Company, et al.

October 20, 1999.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for approval pursuant to Section 26(b) 
the Investment Company Act of 1940 (the ``1940 Act'') approving the 
proposed substitutions of securities.

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SUMMARY OF APPLICATION: Applicants seek an order pursuant to Section 
26(b) of the 1940 Act approving the substitution of securities issued 
by certain registered management investment companies for securities 
issued by certain other registered management investment companies 
currently held by separate accounts of Sentry Life Insurance Company 
and Sentry Life Insurance Company of New York to support variable 
annuity contracts and variable life insurance policies.

APPLICANTS: Sentry Life Insurance Company (``Sentry Life''), Sentry 
Life Insurance Company of New York (``Sentry Life of New York'' and, 
together with Sentry Life, the ``Companies''), and their respective 
separate accounts, Sentry Variable Account II (``Variable Account 
II''), Sentry Variable Life Account I (``Variable Life Account I''), 
and Sentry Variable Account I (``Variable Account I'' and together with 
Variable Account II and Variable Life Account I, the ``Accounts'').

FILING DATES: The application was filed on July 9, 1999, and amended 
and restated on September 29, 1999. Applicants represent that they will 
file an amended and restated application during the notice period to 
conform to the representations set forth herein.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing on the application by writing to the 
Secretary of the Commission and serving Applicants with a copy of the 
request, in person or by mail. Hearing requests must be received by the 
Commission by 5:30 p.m. on November 15, 1999, and must be accompanied 
by proof of service on the Applicants in the form of an affidavit or, 
for lawyers, a certificate of service. Hearing requests should state 
the nature of the requester's interest, the reason for the request and 
the issues contested. Persons who wish to be notified of a hearing may 
request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549. Applicants, c/o Blazzard, Grodd & Hasenauer, P.C., 943 Post 
Road, East, Westport, CT 06880, Attention: Lynn K. Stone, Esq.

FOR FURTHER INFORMATION CONTACT: Lorna MacLeod, Attorney, or Kevin 
Kirchoff, Branch Chief, Office of Insurance Products, Division of 
Investment Management, at (202) 942-0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the Public 
Reference Branch of the Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549 (tel. (202) 942-8090).

Applicants' Representations

    1. Sentry Life of New York, a New York corporation, is a wholly-
owned subsidiary of Sentry Life, a Wisconsin corporation. Sentry Life 
is a wholly-owned subsidiary of Sentry Insurance a Mutual Company, also 
a Wisconsin corporation.
    2. Sentry Variable Account I is a separate account of Sentry Life 
of New York. Sentry Variable Account II and Sentry Variable Life 
Account I are separate accounts of Sentry Life. Each of the Accounts is 
registered under the 1940 Act as a unit investment trust. The assets of 
each Account support variable annuity contracts and, with respect to 
Variable Life Account I, variable life insurance policies (the 
``Contracts''). Interests in each of the Accounts offered through the 
Contracts are registered under the Securities Act of 1933 on Form N-4 
or Form S-6.
    3. The variable annuity contracts permit Contract owners to make 
four transfers in any year before the income date and one transfer in 
any year after the income date. The variable life contracts permit 
owners to make four transfers in any Contract year. All the Contracts 
reserve the right to effect substitutions in compliance with applicable 
law or undertake to provide notice to the extent required by the 1940 
Act.
    4. Each of the Accounts is divided into four subaccounts. Each 
subaccount invests exclusively in shares representing an interest in a 
separate corresponding series (each, a ``Portfolio'') of Neuberger 
Berman Advisers Management Trust, a series-type investment company 
which is registered under the 1940 Act as a diversified open-end 
management investment company.
    5. Neuberger Berman Advisers Management Trust is currently 
comprised of nine Portfolios, the following four of which are involved 
in the proposed substitution: AMT Liquid Asset Portfolio; AMT Limited 
Maturity Bond Portfolio; AMT Balanced Portfolio; and AMT Growth 
Portfolio. Neuberger Berman Management is the investment manager, 
administrator and distributor for all four of the Portfolios. It 
engages Neuberger Berman, LLC as sub-adviser for each of the four 
Portfolios and to provide management and related services.

[[Page 57672]]

    6. Applicants propose that the Companies carry out the following 
substitution of shares held by corresponding subaccounts of the 
Accounts: (a) shares of the Prime Reserve Portfolio of T. Rowe Price 
Fixed Income Series, Inc. for shares of the Liquid Asset Portfolio of 
Neuberger Berman Advisers Management Trust; (b) shares of the Limited-
Term Bond Portfolio of T. Rowe Price Fixed Income Series, Inc. for 
shares of the Limited Maturity Bond Portfolio of Neuberger Berman 
Advisers Management Trust; (c) shares of the Personal Strategy Balanced 
Portfolio of T. Rowe Price Equity Series, Inc. for shares of the 
Balanced Portfolio of Neuberger Berman Advisers Management Trust; and 
(d) shares of the Aggressive Growth Portfolio of Janus Aspen Series for 
shares of the Growth Portfolio of Neuberger Berman Advisers Management 
Trust.
    7. T. Rowe Price Fixed Income Series, T. Rowe Price Equity Series 
and Janus Aspen Series are each series type investment companies that 
are registered under the 1940 Act as open-end management investment 
companies. T. Rowe Price Fixed Income Series consists of two series, 
both of which are involved in the substitution. Each series is managed 
by an Investment Advisory Committee that develops and executes its 
investment program. T. Rowe Price Personal Strategy Balanced Portfolio 
is one of four series of the T. Rowe Price Equity Series, which are 
managed by two committees. The Asset Allocation Committee determines 
the asset allocation among stock, bonds and money market securities. 
The Investment Advisory Committee has day-to-day responsibility for 
management of investments. The Aggressive Growth Portfolio is one of 
eleven series of the Janus Aspen Series. The portfolio is advised by 
the Janus Capital Corporation.
    8. The substitute portfolios have investment objectives that are 
similar to or comparable to those of the replaced portfolios. The Prime 
Reserve Portfolio, like the AMT Liquid Asset Portfolio, is a money 
market fund, which invests in high quality money market securities and 
maintains a stable $1.00 per share price. The Limited Term Bond 
Portfolio, like the AMT Limited Maturity Bond Portfolio, invests mainly 
in investment grade bonds and other securities from US Government and 
corporate issuers. The Personal Strategy Balanced Portfolio, like the 
AMT Balanced Portfolio, invests approximately 60 percent of its assets 
in growth stocks and the balance in senor fixed income securities. The 
Janus Aspen Series Aggressive Growth Portfolio, like the AMT Growth 
Portfolio, invests principally in the stocks of medium-sized companies 
that are selected for their growth potential.
    9. The following table shows that the fees and expenses of the 
substituted funds are consistently lower than the replaced funds:

Neuberger Berman                     T. Rowe Price Fixed Income Series,
                                      Inc.
AMT Liquid Asset Portfolio           Prime Reserve Portfolio
    Management Fee: .65%                 Management Fee: .55%
    Expenses: .49%                       Expenses: *
AMT Limited Maturity Bond Portfolio  Limited-Term Bond Portfolio
    Management Fee: .65%                 Management Fee: .70%
    Expenses: .11%                       Expenses: *
                                     T. Rowe Price Equity Series, Inc.
AMT Balanced Portfolio               Personal Strategy Balanced
                                      Portfolio
    Management Fee: .85%                 Management Fee: .90%
    Expenses: .18%                       Expenses: *
                                     Janus Aspen Series
AMT Growth Portfolio                 Aggressive Growth Portfolio
    Management Fee: .83%                 Management Fee: .72%
    Expenses: .09%                       Expenses: .03%
 
* T. Rowe Price structures its management fee to include all expenses
  related to the portfolio.

    10. The following table shows that, with one exception, the average 
annual returns of the substituted funds are higher than the replaced 
funds:

Neuberger Berman                     T. Rowe Price Fixed Income, Inc.
AMT Liquid Assets                    Prime Reserve
1996    3.3%                         1996    N/A
1997    3.5%                         1997    5.33%
1998    3.4%                         1998    5.29%
 
AMT Limited Maturity Bond            Limited-Term Bond
1996    3.1%                         1996    3.26%
1997    5.5%                         1997    6.74%
1998    3.1%                         1998    7.28%
 
                                     T. Rowe Price Equity Series, Inc.
AMT Balanced                         Personal Strategy Balanced
1996    5.6%                         1996    14.20%
1997    18.0%                        1997    18.04%
1998    10.9%                        1998    14.32%
 
                                     Janus Aspen Fund
AMT Growth                           Aggressive Growth
1996    7.8%                         1996    8.0%
1997    27.5%                        1997    12.7%
1998    14.2%                        1998    34.3%
 

    11. The proposed substitutions will take place at relative net 
asset value with no change in the amount of any Contract owner's 
Contract value or in the dollar value of his or her investment in the 
Accounts. The substitutions will be effected by redeeming shares of the 
replaced portfolios on the date of substitution at net asset value and 
using the proceeds to purchase shares of the substitute portfolios at 
net asset value on the same date. At all times all

[[Page 57673]]

Contract values will remain unchanged and fully invested. Contract 
owners will not incur any fees or charges as a result of the proposed 
substitutions nor will their rights under the Contracts be altered in 
any way. All expenses incurred in connection with the proposed 
substitutions, including legal, brokerage, accounting and other fees 
and expenses, will be paid by the Companies. In addition, the proposed 
substitutions will not impose any tax liability on Contract owners. The 
proposed substitutions will not cause the Contract fees and charges 
currently being paid by existing Contract owners to be greater after 
the proposed substitutions than before the proposed substitutions.
    12. By supplements to the prospectuses for the Contracts and 
Accounts, all owners of Contracts have been notified of the Companies' 
intention to take the necessary actions, including seeking the order 
requested by the Application, to carry out the proposed substitutions. 
The supplements inform Contract owners that following the substitution, 
for a period of 30 days, the Life Companies will permit transfers from 
any subaccounts to any other subaccount without any limitation or 
charge being imposed and without the transfer counting against the 
number of transfers permitted each Contract year.
    13. Additionally, within 5 days after the proposed substitutions 
are completed, all Contract owners will be sent a written notice 
informing them that the substitutions were completed and reiterating 
their right to make transfers to any other subaccount for a period of 
30 days from the date of the notice without any limitation or charge 
being imposed and without the transfer counting against the number of 
transfers permitted each year. The Companies will include in such 
mailing the supplements to the prospectuses of the Accounts which 
describe the substitutions.
    14. The Companies will provide Contract owners with copies of the 
substitute portfolios' prospectuses prior to the substitution or with 
the confirmation of the substitution.

Applicants' Legal Analysis

    1. Applicants request an order pursuant to Section 26(b) of the 
1940 Act approving the proposed substitutions. Section 26(b) provides, 
in pertinent part, that ``it shall be unlawful for any depositor or 
trustee of a registered unit investment trust holding the security of a 
single issuer to substitute another security for such security unless 
the commission shall have approved such substitution.'' Section 26(b) 
also provides that the Commission will approve the substitution if the 
evidence establishes that the substitution is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the 1940 Act.
    2. Applicants asset that the purposes, terms and conditions of the 
proposed substitutions are consistent with the principles and purposes 
of Section 26(b) and do not entail any of the abuses that the section 
is designed to prevent. Applicants further assert that the proposed 
substitutions will not result in the type of costly forced redemption 
that Section 26(b) was intended to guard against.
    3. Applicants maintain that each of the substitute portfolios is a 
suitable and appropriate investment vehicle for Contract owners. Each 
of the substitute portfolios has a similar or comparable investment 
objective as the portfolio it is replacing.
    4. The average annual returns of the substitute portfolios for the 
past three years, with one exception, have exceeded the average annual 
returns of the replaced portfolios. The investment management and 
administrative fees and related expenses charged to the Accounts by the 
substitute portfolios are less than those fees and expenses charged to 
the Accounts by the replaced portfolios. Applicants, therefore, assert 
that the substitute portfolios will provide Contract owners with more 
favorable investment results than would be the case if the proposed 
substitutions do not take place.
    5. Applicants assert that the proposed substitutions meet the 
standards that the Commission and its staff have applied to 
substitutions that have been approved in the past in that: (a) the 
investment objectives of the substitute portfolios are similar to or 
comparable to those of the replaced portfolios; (b) the substitutions, 
in all cases, will be effected at the net asset value of the respective 
shares in conformity with Section 22(c) of the Act and Rule 22c-1 
thereunder, without imposition of any transfer or similar charge; (c) 
the Companies have undertaken to assume the expenses and transaction 
costs, including among others, legal, brokerage and accounting fees and 
any other expenses, relating to the substitutions; (d) the 
substitutions will in no way alter the insurance benefits to Contract 
owners or the contractual obligations of the Life Companies; (e) the 
substitutions will in no way alter tax benefits to Contract owners; and 
(f) Contract owners may choose to simply withdraw amounts credited to 
them following the substitutions under the conditions that currently 
exist without incurring any charges (other then applicable withdrawal 
charges).
    16. Applicants assert that the transactions are consistent with the 
policies of the portfolios as recited in the current registration 
statements and reports filed under the 1940 Act; and that the proposed 
substitution is consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the 1940 Act.

Conclusion

    Applicants assert that, for the reasons summarized above, the 
requested order approving the substitutions should be granted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-27885 Filed 10-25-99; 8:45 am]
BILLING CODE 8010-01-M