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EXHIBIT 99.B12
AGREEMENT GOVERNING CONTRIBUTION
TO
SENTRY VARIABLE ACCOUNT II
BY
SENTRY LIFE INSURANCE COMPANY
This Agreement is made by and between Sentry Variable Account II (the
"Variable Account"), a separate account of Sentry Life Insurance Company duly
organized under the laws of the State of Wisconsin, and Sentry Life Insurance
Company ("Insurance Company"), a Wisconsin company.
WHEREAS, Insurance Company has established the Variable Account and
proposes to contribute to the Variable Account the sum of $100,000
("Contribution") in the manner hereinafter described; and
WHEREAS, it is necessary and desirable that the terms under which said
Contribution is made and the respective rights of Insurance Company and the
Variable Account with respect thereto be determined; and
NOW, THEREFORE, it is hereby agreed between Insurance Company and the
Variable Account as follows:
I
Insurance Company hereby commits itself to, and does herewith, contribute
to the Variable Account the sum of $100,000. Insurance Company hereby
represents and agrees that it is making such Contribution for investment
purposes and not with a view to redeeming or disposing of any interest in the
Variable Account resulting from such Contribution.
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II
In consideration for such Contribution and without deduction of any sales
charges, the Variable Account shall credit Insurance Company with accumulation
units of which Insurance Company shall be the owner. Such accumulation units
shall share pro rata in the investment performance of the Variable Account and
shall be subject to the same valuation procedures and the same periodic charges
as are other accumulation units and annuity units in the Variable Account.
Insurance Company shall have and may exercise voting rights on the same basis as
owners of variable annuity contracts issued or to be issued with respect to the
Variable Account.
III
Insurance Company hereby acknowledges that by making such contribution it
is not and shall not be regarded as a creditor of the Variable Account and that
the relationship of debtor-creditor between the Variable Account and Insurance
Company does not exist with respect to the amount so contributed. Insurance
Company agrees that by making such contribution it is not now and shall not in
the future be, or be deemed to be, the holder of any interest other than as
provided in paragraph 2 of this agreement. Insurance Company agrees that its
interest in the Variable Account as a result of such Contribution shall be
neither senior to nor subordinate to the interests of owners of variable annuity
contracts issued with respect to the Variable Account or of Insurance Company,
however occurring, Insurance Company shall have no preferential rights of any
kind over such contract owner's but shall share ratably with them.
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IV
All commitments of Insurance Company hereunder shall be forever binding
upon its successor or successors.
V
The Variable Account hereby accepts such Contribution subject to the terms
of the Agreement.
Executed this 1st day of May, 1984.
SENTRY LIFE INSURANCE COMPANY
By: s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Attest:
s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SENTRY VARIABLE ACCOUNT II
By: s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Attest:
s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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