[Ameritas Life Insurance Corp. Logo]
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P.O. Box 81889 / Lincoln, NE 68501-1889
5900 O Street / Lincoln, NE 68510-2234
(402) 467-1122
April 18, 2012
Via EDGAR and e-Mail
Jeffrey A. Foor, Senior Counsel
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: The Union Central Life Insurance Company ("Union Central Life") and
Carillon Account, 1940 Act No. 811-04063
Advantage VA III Flexible Premium Deferred Variable Annuity,
1933 Act No. 333-118237
Post-Effective Amendment No. 13 on Form N-4 Pursuant to Rule 485(a)
Response to Commission Staff Comments
Dear Mr. Foor:
Ameritas Life Insurance Corp. ("Ameritas Life") provides administrative and
legal services for its affiliates, including Union Central Life, which is a
wholly owned subsidiary of Ameritas Life.
This letter is in response to Commission staff review comments received by
telephone on April 13, 2012, for the above-referenced amendment filed February
29, 2012. We have attached selected text from the prospectus showing revisions
related to these comments and responses. We also plan to file a Rule 485(b)
post-effective amendment with the revisions on or about April 25, 2012.
1. You commented that a footnote on page 6 of the prospectus refers to
changes that occurred in 2010 and suggested that the footnote be revised to
reflect the past tense of the conditions. The same text is also found on
page 15 of the prospectus.
Response: We have revised the sentences on page 6 and page 15 to read
as follows:
Beginning January 1, 2010, current GLWB Rider fees became effective on
the next rider anniversary for all GLWB Riders except those already in
the Withdrawal Phase.
2. You commented that the minimum and maximum underlying portfolio expenses
should be updated in the chart on page 7. You also commented that the note
for the minimum portfolio expense used in the Examples chart should include
a statement that waivers and reimbursements affecting the amount will
remain in place for at least one year after the effective date of the
prospectus.
Response: We have added minimum and maximum underlying portfolio
expenses to the chart that is part of the Rule 485(b) filing planned
for April 25th. We have also added the following sentence to our
disclosure regarding the minimum expense Examples:
The adviser for the Portfolio with the minimum fees after waivers or
reductions has contractually agreed to limit direct net annual
portfolio operating expenses through April 30, 2013.
3. You asked what happens with Policy Owners who have GLWB riders invested in
the discontinued asset allocation model.
Response: The Rule 485(a) filing deleted the name of the discontinued
model both in the Asset Allocation Program section of the prospectus,
on page 22, and in the GLWB Rider section, on page 25. The model is
being discontinued only for Policy Owners in states other than the
State of New York who have active GLWB riders. Therefore, we believe
the general comment is addressed appropriately in the GLWB Rider
section of the prospectus, in the fourth paragraph of the sub-section
on Asset Allocation. This paragraph was initially reviewed by SEC
staff following our August 17, 2007 Rule 485(a) amendment to add the
GLWB rider and again following our February 27, 2008 Rule 485(a)
amendment. The paragraph was revised between the two filings in order
to include the parenthetical sentence regarding New York Contracts.
The 2008 (and current) paragraph states:
We have the right to discontinue access to an asset allocation
model. (We will not discontinue asset allocation models for
Contracts issued in the State of New York.) If an asset
allocation model will be discontinued, we will notify you within
30 days prior to the change. If after 30 days you have not
selected another allowable asset allocation model, we will
transfer all funds from the discontinued asset allocation model
to a default model as specified in the notice. You may later
request to transfer your total Accumulation Value from the
default model to any of the remaining asset allocation models.
On March 16, 2012, we filed a Rule 497(e) supplement including the
required advance notification and reiterating this process in regards
to the discontinued model. We distributed the supplement to Policy
Owners on or about April 1, 2012.
4. You asked that we explain why we are decreasing the number of models and
requested that we name the default model in the prospectus.
Response: The decision to decrease the number of models is a business
matter that has been considered as a possibility for this feature
since its inception, as noted in the response to Comment 3, above and
as stated in the supplement that we provided to contract owners, which
supplement includes the following text that is applicable to this
comment:
Effective May 1, 2012, the Capital Growth asset allocation model
will no longer be available for use with a Guaranteed Lifetime
Withdrawal Benefit ("GLWB") rider that is active. A GLWB rider is
active when it is in the Accumulation Phase or the Withdrawal
Phase. Balanced, Moderate, and Conservative asset allocation
models remain available for GLWB riders that are active.
Therefore, the Asset Allocation Program and GLWB Rider sections
of your prospectus are revised by deleting the Capital Growth
model from the list of models available for use with an active
GLWB rider.
If you are invested in the Capital Growth model and you do not
select an available allocation model prior to May 1, 2012, we
will transfer your total Contract value from the Capital Growth
model to the Balanced model at the close of business on April 30.
You may later request to transfer your total Contract value from
the Balanced model to either of the remaining asset allocation
models (Moderate or Conservative).
We have the right to discontinue access to an allocation model
(except for Contracts issued in the State of New York). The
prospectus requires that we notify you within 30 days prior to
the change if an allocation model will be discontinued. (Please
see the GLWB Rider section of the prospectus, specifically the
sub-section on Asset Allocation.)
The Capital Growth model is discontinued only for Contract Owners
who have active GLWB riders.
We also have added the following text to the prospectus we plan to
file April 25th:
We provided notice through a supplement dated March 16, 2012 that
we planned to discontinue the Capital Growth model for GLWB
riders active in states other than New York. Contract Owners
using that model could select any remaining asset allocation
model available with the GLWB rider. If another available asset
allocation model was not selected prior to May 1, 2012, we
transferred total Contract value from the Capital Growth model to
the Balanced model at the close of business on April 30. Contract
Owners with values transferred by us to the Balanced model may
request to transfer of total Contract value from the Balanced
model to either of the remaining asset allocation models
(Moderate or Conservative).
5. You asked, regarding the decision to discontinue an asset allocation model
as an option for policies in the active GLWB rider phase, that we confirm
that the adviser rather than the insurance company determined the default
model.
Response: This is to confirm that, with regard to the default model
that will be applicable when an allocation model is discontinued,
Ameritas Investment Corp. obtains advice from Summit Investment
Advisors, Inc. (Summit) concerning the fund specific model
recommendations, and the hedging associated with the Guaranteed
Lifetime Withdrawal Benefits Rider. This includes advice concerning
whether a particular model should be discontinued, and which model
should be the default model. In developing its recommendations, Summit
may consult with unaffiliated third parties to obtain information on
asset class-level allocation weightings and impact of the models on
insurance reserves. Ameritas Investment Corp. makes a determination
based on the advice it receives from Summit.
6. You asked how the Contract Owner would make an asset allocation election,
given a limited role by the adviser, regarding the following paragraph on
page 25, that states "The conditions of the Asset Allocation Program will
apply. However, changes to your allocations outside the allowable models
will terminate the rider. Only you can select the allowable asset
allocation model best for you. AIC will not make this decision for you,"
Response: Information provided in the supplement, discussed in Comment
4, above, plus the paragraph that we are adding to the prospectus,
also discussed in our response to Comment 4, explain Contract Owner
rights to determine a new asset allocation model.
We acknowledge: that the separate account is responsible for the adequacy and
accuracy of the disclosure in the filings; staff comments or changes to
disclosure in response to staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with respect to the filing;
and the separate account may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If you have further questions or comments concerning this filing, please
telephone me at 402-467-7847. Thank you for your assistance.
Sincerely,
/s/ Ann D. Diers
Ann D. Diers
Vice President & Associate General Counsel, Variable Contracts & AIC