Ameritas Life Insurance Corp., et al; Notice of Application

October 25, 2013.

Applicants: Ameritas Life Insurance Corp., Ameritas Life Insurance Corp. of New York, The Union Central Life Insurance Company (each, a "Life Insurance Company" and, collectively, the "Life Insurance Companies"), and their respective separate accounts: Ameritas Variable Separate Account VA-2, Ameritas Variable Separate Account V, Ameritas Variable Separate Account VA, Ameritas Variable Separate Account VL (the "Ameritas Life Accounts"); Ameritas Life of NY Separate Account VA, Ameritas Life of NY Separate Account VUL (the "Ameritas Life of NY Accounts"); and the Carillon Life Account (each an "Account" and together with the Life Insurance Companies, the "Applicants").

Summary of Application: The Applicants seek an order under Section 26(c) of the 1940 Act approving the substitution of shares of the VIP Money Market Portfolio, Initial Class (the "Replacement Portfolio") of the Variable Insurance Products Fund V ("VIPFV") for shares of the Calvert VP Money Market Portfolio (the "Current Portfolio") of the Calvert Variable Series, Inc. ("CVSI") held by the Accounts to support certain variable annuity contracts or variable life insurance contracts (collectively, the "Contracts") issued by the Life Insurance Companies (the "Substitution").

DATES: Filing Date: The application was filed on July 31, 2013, and an amended and restated application was filed on October 25, 2013.

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 by writing to the Commission's Secretary and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on November 14, 2013, and should 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 may request notification of a hearing by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: Ameritas Life Insurance Corp., Ameritas Variable Separate Account VA-2, Ameritas Variable Separate Account V, Ameritas Variable Separate Account VA, and Ameritas Variable Separate Account VL, 5900 "O" Street, Lincoln, Nebraska 68510; Ameritas Life Insurance Corp. of New York, Ameritas Life of NY Separate Account VA, Ameritas Life of NY Separate Account VUL, 1350 Broadway, Suite 2201, New York, New York 10018; and The Union Central Life Insurance Company and Carillon Life Account, 5900 "O" Street, Lincoln, Nebraska 68510.

FOR FURTHER INFORMATION CONTACT: Michelle Roberts, Senior Counsel, or Joyce M. Pickholz, Branch Chief, Insured Investments Office, Division of Investment Management at (202) 551-6795.

SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

1. The Life Insurance Companies, on their own behalf and on behalf of their respective separate accounts, propose to substitute shares of the Replacement Portfolio for shares of the Current Portfolio held by the Accounts to fund the Contracts.

2. Ameritas Life Insurance Corp. is the depositor and sponsor of the Ameritas Life Accounts. Ameritas Life Insurance Corp. of New York is the depositor and sponsor of the Ameritas Life of NY Accounts. The Union Central Life Insurance Company is the depositor and sponsor of the Carillon Life Account.

3. Each Account is a "separate account" as defined by Rule 0-1(e) under the 1940 Act, and is registered with the Commission as a unit investment trust. Security interests under the Contracts have been registered under the Securities Act of 1933, as amended (the "1933 Act"). The application sets forth the registration statement file numbers for the Contracts and the Separate Accounts.

4. Each Account is divided into subaccounts, each of which invests exclusively in shares of a corresponding investment portfolio (a "Portfolio") of a series-type management investment company, including CVSI.

5. Pursuant to the Contracts, the Life Insurance Companies reserve the right to substitute shares of one Portfolio for shares of another. The prospectuses for the Contracts also disclose that the Life Insurance Companies reserve this right.

6. CVSI is an open-end management investment company (File No. 811-03591) that currently consists of six investment portfolios, including the Current Portfolio, and issues a separate series of shares in connection with each. CVSI has registered such shares under the 1933 Act (File No. 002-80154).

7. Calvert Investment Management, Inc. ("CIM") serves as the investment adviser to each CVSI Portfolio. CIM is an indirect wholly-owned subsidiary of AMHC.

8. The VIPFV is an open-end management investment company (File No. 811-05361) that currently consists of 32 investment portfolios, one of which, the Replacement Portfolio, is the subject of the proposed Substitution. VIPFV issues a separate series of shares in connection with each Portfolio and has registered such shares under the 1933 Act (File No. 033-17704).

9. Fidelity Management & Research Company ("FMR") serves as the manager of each Portfolio of VIPFV. FMR receives an investment management fee from each Portfolio. Fidelity Investments Money Management, Inc. ("FIMM") and other affiliates of FMR serve as sub-advisers for the Replacement Portfolio. FIMM has the day-to-day responsibility of choosing investments for the Replacement Portfolio. In addition, other affiliates of FMR serve as sub-advisers for the Replacement Portfolio and may provide investment research and advice for the Replacement Portfolio. None of VIPFV, FMR, FIMM, or other affiliates of FMR are affiliated persons (or affiliated persons of affiliated person) of any of the Applicants. Likewise, none of the Applicants are affiliated persons (or affiliated persons of affiliated persons) of VIPFV, FMR, FIMM or other affiliates of FMR.

10. The Applicants state that Replacement Portfolio's and Current Portfolio's respective investment objectives, strategies and risks are substantially the same. A comparison of the investment objectives, strategies and risks of the Replacement Portfolio and the Current Portfolio is included in the application.

11. The following table compares the fees and expenses of the Current Portfolio and the Replacement Portfolio as of the year ended December 31, 2012:

................................Current portfolio....Replacement

.................................................... portfolio

................................Calvert Variable.... Variable Insurance

................................Series, Inc.,........Products Fund V, VIP

................................Calvert VP Money.... Money Market

................................Market Portfolio.... Portfolio, Initial

.................................................... Class

Management Fee..................0.25%................0.17%.

Distribution and Service........None................ None.

(12b-1) Fee

Other Expenses..................0.14%................0.09%.

Total Operating Expenses........0.39%................0.26%.

Fee Waivers and Expense........ None..*1............ None.

Reimbursements

Net Operating Expenses..........0.39%..*2............0.26%.

....*1 The Investment Advisor, CIM, has contractually agreed to limit direct net annual portfolio operating expenses through April 30, 2014 to 0.40%. Under the terms of the contractual expense limitation, operating expenses do not include interest expense, brokerage commissions, taxes and extraordinary expenses. Only the Board of Directors of CVSI may terminate a Portfolio's expense cap before the contractual period expires.

....*2 The Advisor further voluntarily reimbursed expenses of..$88,900 or 0.11%, for Net Operating Expenses of 0.28% to maintain a positive yield during the year ended December 31, 2012.

12. The Applicants state that the proposed Substitution is in response to a decision by the Board of Directors for CVSI, at a meeting held on June 5, 2013, to approve the dissolution of the Current Portfolio on or about November 15, 2013 (the "Liquidation Date"). The board's decision to liquidate the Current Portfolio requires the Life Insurance Companies to transfer accumulated Contract value invested in the Current Portfolio to an alternative investment option available under the Contracts on or before the Liquidation Date. Currently, the only money market portfolio investment option offered under the Contracts is the Current Portfolio. Accordingly, the proposed Substitution is necessary in order to provide the Contract owners with continued access to a money market portfolio investment option. Consequently, the Life Insurance Companies have determined to replace the Current Portfolio with the Replacement Portfolio via the Substitution.

13. The Life Insurance Companies submit that the Replacement Portfolio is an appropriate alternative for Contract owners for several reasons. First, its investment objectives, strategies and risks are substantially the same as those of the Current Portfolio. Second, it is substantially larger than the Current Portfolio, has had lower overall expense levels than the Portfolio in recent years, and has had higher yields in recent years than the Current Portfolio. Third, the Contracts and other variable annuity and variable life insurance contracts issued by the Life Insurance Companies currently offer one or more VIPFV portfolios (other than the Replacement Portfolio).

--This is a summary of a Federal Register article originally published on the page number listed below--

Notice of application for an order approving the substitution of certain securities pursuant to Section 26(c) of the Investment Company Act of 1940, as amended (the "1940 Act").

Citation: "78 FR 65393"

Document Number: "Release No. 30764; File No. 812-14189"

Federal Register Page Number: "65393"

"Notices"