[Ameritas Life Insurance Corp. Logo]
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5900 "O" Street
Lincoln, NE 68510
402-467-1122
October 10, 2008
Via EDGAR and overnight express mail
Sally Samuel, Senior Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: The Union Central Life Insurance Company and
Carillon Life Account, 1940 Act No. 811-09076
Excel Performance VUL, 1933 Act No. 333-151914
Correspondence for Registration Statement on Form N-6
Dear Ms. Samuel:
Ameritas Life Insurance Corp. provides legal and administrative services for its
affiliates, including The Union Central Life Insurance Company ("Depositor" and
"Union Central") and Union Central's separate accounts. We are submitting this
Correspondence on behalf of Union Central and Carillon Life Account
("Registrant" and "Separate Account"). We have also enclosed a courtesy paper
copy of the prospectus, red-lined and highlighted for the revisions discussed
below.
The Registrant plans to request selective review of a Pre-Effective Amendment
("Amendment"), to be filed prior to the proposed effective date of December 1,
2008. Such request will be made pursuant to Securities Act Release No. 6510 and
1940 Act Release No. 13768. In support of the request, the Registrant will
represent as follows:
(i) The initial Form N-6 filing for Registration Statement No. 333-151914
was submitted via EDGAR and by overnight mail to the Division of
Investment Management on June 25, 2008. We received a letter dated
August 21, 2008, stating that the Division's Office of Insurance
Products staff had reviewed the registration statement, and providing
comments. The staff reviewed Correspondence of our initial response
and provided additional comments by telephone on September 26, 2008.
(ii) In addition to the initial registration statement, discussed at (i)
above, precedent to this filing is based on the following filings,
both of which were discussed by telephone on September 26th:
(a) Our response to staff comments on the initial Registration
Statement submitted as Correspondence on September 17, 2008, and
(b) The Rule 485(a) filing for Registration Statement No. 333-142483
submitted and declared effective on September 24, 2008, for the
limited purpose of text found in the "Adding, Deleting, or
Substituting Variable Investment Options" section of that
prospectus.
(iii) Material changes since the initial registration filing incorporate
revisions in response to staff comments, as documented in the
Correspondence and related filing identified at (ii), above.
(iv) Audited financial statements and updated Exhibits will be included
with the pre-effective amendment filing.
Changes since the initial registration, including revisions submitted by
Correspondence on September 17, 2008, are redlined on the draft Word prospectus
enclosed. Revisions since the Correspondence filing, including changes based on
your comments of September 26th, are shown in bold, below, and highlighted in
the paper documents, for added emphasis. All revisions are summarized as
follows, using numbering of your initial comment letter as a guide:
1. Policy Summary. We revised the Policy Summary section of the prospectus to
discuss more completely the risks identified in Form N-6 Item 2(b). (Pages
3-5) We further modified Policy Summary text in response to your additional
comments received September 26th. (Pages 3-4)
2. Fee Table. After re-confirming underlying portfolio data with the fund
companies, we corrected the portfolio expense chart for acquired fund fees
and footnotes previously not provided by the fund companies, changes in
fund and portfolio names, and replacement of one underlying portfolio with
another (as a substitution by the fund). We added a note regarding acquired
fund fees to the expense chart. (Pages 9-12) We also updated the underlying
portfolio objectives chart for changes in fund and portfolio names, as well
as a change in reference to a subadviser. (Pages 15-16) One investment
option was replaced by another, so we revised the charts on Pages 9-10 and
15-16.
3. Adding, Deleting, or Substituting Variable Investment Options. We revised
the prospectus consistent with text in the Rule 485(a) filing referenced at
(ii) (b), above, removing the default to the money market subaccount when a
portfolio is eliminated or if the value in a subaccount falls below $100.
(Pages 16 and 18)
4. Transfer Rules. We revised the Transfer Rules to include the complete
statement that: "Transfers will be processed on the Business Day they are
received by our Trading Unit before close of the New York Stock Exchange
(usually 3:00 p.m. Central Time)." (Page 17)
5. Disruptive Trading Procedures. This item was resolved by telephone on
September 4th, with no revisions to the prospectus necessary.
6. Allocating Premiums. We revised text to clarify that a postponement of
crediting payment made by personal check would apply only to initial
premium. (Page 22) Also, after comments on September 26th, we revised text
to clarify that the Account Value transferred pursuant to Policy Owner
allocation instructions on the Right to Examine Transfer Date will include
any performance results. (Page 23)
7. Suicide. We deleted the last sentence in this section in response to your
comment. (Page 25)
8. Beneficiary. You initially commented that we should define "common
disaster." After our September 26th discussion regarding the use of this
term in the product's Policy form, it was determined that we should match
prospectus text to the Policy language. (Page 26) Therefore, no revision
was made to the prospectus.
9. Minor Owner or Beneficiary. We removed the parenthetical reference to state
specific provisions. The Policy forms do not differentiate regarding
whether or not a beneficiary is a minor. (Page 27)
10. "Free Look" Rights. Your initial comment was (a) that we should identify
material state variations; (b) that we should add that the policy must be
returned by the date the "free look" right expires; and (c) that we should
indicate that we will return the greater of account value or premiums paid
minus Policy Debt and partial withdrawals. We revised the heading of this
section to read "Right to
Examine" Period, to be consistent with Policy language, which we filed in
the Sate of New York. We also added that the Policy should be returned by
the date the right to examine period expires. (Page 27) On September 26th,
your further comments regarding item (c), were that (i) while state laws
and regulations may require return of premium, they do not say that we
cannot give back more than that amount, and (ii) while our position that
Rule 6e-3(T)(b)(13)(viii)(A) does not require that the insurance company
return the greater of account value or premiums (minus debt and
withdrawals) has some merit, it is not a clear issue regarding insurance
law. You stated that while the Commission does not necessarily agree with
our position on item (c), you will not ask us to further revise this
section.
11. State Specific Policy - Union Central / Carillon Life Account. Since this
product will initially be offered only in the State of New York, we revised
and deleted text on pages 1, 3, 12, 13, 25, 27, and 37 to be consistent
with New York requirements and not reference other states.
12. Financial Statements, Exhibits, and Other Information. We have referenced
the auditors and public accountants in the updated Statement of Additional
information and will include audited Ameritas and Separate Account
financial statements for the periods ending December 31, 2007 in the
pre-effective amendment. We also will include or reference all exhibits for
this product, as listed in Part C, attached. Exhibits planned for filing
with the pre-effective amendment are listed on the Exhibit Index, which
follows the signature page in the attachments to this Correspondence
filing. Although we are not providing red-line of revisions to the Cover
Page, Part C and Exhibits List, revisions related to this comment are
highlighted in the attached documents.
Changes made and reported in our earlier Correspondence filing included
correcting the reinstatement age (Page 26) and adding disclosure to the
Distribution of the Policy section regarding payments made in 2007 (Page 36).
Other minor corrections to capitalize defined terms were made on Pages 13, 26,
30, 31, and 34.
We plan to formally ask that the effective date of this registration be
accelerated to December 1, 2008 by separate letter, or as part of the
pre-effective amendment filing.
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 any questions or comments concerning this filing, please telephone
me at 402-467-7894, or our lead securities attorney, Ann Diers, at 402-467-7847.
Sincerely,
/s/ Sally R. Bredensteiner
Sally R. Bredensteiner
Assistant Counsel
Attachment/Enclosure