SEC Division of Investment Management staff letter: Ameritas Life Insurance Corp.

JORDENBUI ;T
Io25 THOMAS JEFFERSON STV,ET, N.W.
SUITE 400 EAST
WASHINGTON, D.C. 20007-5208
(202) 965-81oo
FAx: (202) 965-81o4
PETER E. PANARITES
(202) 965-814l
PEP@JORDENUSA.COM
777 BRICKELLAwNu
SmT_ 5oo
MiaMi, FL 33131-z8o3
(308) 371-26oo
Fax: (305)372-9928 i75 POWDER FOREST DRrcE
SUITE zoI
SIMS_URY, CT 06089-9658
(860) 392-5000
FAX: (860) 392-5058
Assistant Director
Office of Insurance Products
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0506
Re: Ameritas Life Insurance Corp.
Ameritas Variable Life Insurance Company
Dear Mr. Kotapish:
We are writing on behalf of Ameritas Life Insurance Corp. ("ALIC") and its whollyowned subsidiary, Ameritas Variable Life Insurance Company ("AVLIC"), to request that the staff advise us that it would not recommend to the Securities and Exchange Commission (the "Commission") that it ta_e any enforcement action against ALIC or AVLIC under Section 5 of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 145 thereunder, and Sections 8 and 11 of the Investment Company Act of 1940, as amended (the "1940 Act"), if AVLIC transfers its Separate Account V, Separate Account VA-2, Separate Account VA and Separate Account VL, each registered under the 1940 Act as a unit investment trust, to ALIC (the "Separate Account Transfers") by operation of law in the proposed merger of AVLIC into ALIC (the "Merger"), as described below. The Merger and Separate Account Transfers comprise the "Proposed Transactions," as referred to herein. In the past, the Commission's staffhas granted requests for similar relief. For the reasons set forth below, we believe that the relief requested here also should be granted.

William J.Kotapish,Esq.
I. BACKGROUND
A. Descriptionof ALIC
ALIC is a stock life insurancecompanydomiciledin the stateof Nebraska. Its home office is locatedat 5900 "O" Street,Lincoln, Nebraska68510.ALIC issuesindividual life insurancepolicies andannuitycontracts,groupannuitycontractsandgroupdentalandeyecare insuranceproducts. ALIC is authorizedto conductbusinessin the District of Columbiaandall statesexceptNew York. Currently,ALIC hastwo 1940Act registeredseparateaccounts,neither of which is involved in the ProposedTransactions. At December31, 2006, ALIC had approximately$3.6billion in generalandseparateaccountassetsonastatutorybasis. ALIC is a wholly-owned subsidiary of Ameritas Holding Company, a Nebraska corporation, which is a wholly-owned subsidiary of UNIFI Mutual Holding Company ("UNIFI'), formerly AmeritasAcaciaMutual Holding Company,alsoa Nebraskacorporation. UNIFI servedas the ultimate holding companyof ALIC, and also Acacia Life Insurance Company,astocklife insurancecompanydomiciledin theDistrict of Columbia("AcaciaLife"), and their affiliated companies.Effective,January1, 2006, The Union CentralLife Insurance Company,a stock life insurancecompanydomiciled in Ohio, and its affiliated companies, becameindirect wholly-owned subsidiariesof UNIFI as a result of the mergerof The Union CentralMutual Holding Company,a transitoryOhio mutual insuranceholdingcompany,into UNIFI. B. Description of AVLIC AVLIC is a stock life insurance company domiciled in Nebraska. Its home office is located at 5900 "O" Street, Lincoln, Nebraska 68510. AVLIC also is authorized to conduct business in the District of Columbia and all states except New York. AVLIC currently has four 1940 Act registered separate accounts, AVLIC's Separate Account V, Separate Account VA-2, Separate Account VA and Separate Account VL (collectively, the "AVLIC Separate Accounts"), that are involved in the Separate Account Transfers. At December 31, 2006, AVLIC had approximately $2.6 billion in general and separate account assets on a statutory basis. AVLIC formerly was a subsidiary of AMAL Corporation, a holding company subsidiary of ALIC, that was domiciled in Nebraska ("AMAL"). ALIC owned approximately 86% of AMAL's outstanding common stock until September 1, 2006, when AMAL redeemed the minority interests owned by Acacia Life and Acacia Financial Corporation, a Maryland corporation, both affiliates of ALIC and AVLIC. As a result, on the redemption date, ALIC became the 100% sole owner of AMAL. Effective September 30, 2006, AMAL was dissolved in accordance with provisions of the laws of Nebraska. Pursuant to AMAL's articles of dissolution, AVLIC became, and now is, a direct 100% owned subsidiary of ALIC.

C. Separate Accounts and Contracts
Each of the AVLIC Separate Accounts involved in the Separate Account Transfers was established pursuant to Nebraska insurance law and, as previously stated, is registered as a unit investment trust under the 1940 Act. 1 AVLIC is the depositor of each of the AVLIC Separate Accounts. The AVLIC Separate Accounts fund 13 forms of variable life insurance ("VLI") contracts and nine forms of variable annuity contracts, issued by AVLIC under different product names (collectively, the "AVLIC Contracts'p. Units of interest in each of the AVLIC Separate Accounts are registered under the 1933 Act. AVLIC Contracts currently are offered for sale or continue to be in force in all jurisdictions in which AVLIC is admitted to do an insurance business. Each of the AVLIC Separate Accounts consists of separate sub-accounts that invest exclusively in shares of a portfolio of an open-end management investment company registered under the 1940 Act (each, an "Underlying Fund," or collectively, the "Underlying Funds"). Currently, the AVLIC Separate Accounts consist of 151 sub-accounts, as follows: Separate Account V - 47 sub-accounts, Separate Account VA-2 - 52 sub-accounts, Separate Account VA

26 sub-accounts and Separate Account VL - 26 sub-accounts. Several of the sub-accounts
invest in the same Underlying Funds. The accumulation unit values of the sub-accounts, of course, reflect the charges applicable under the respective AVLIC Contracts, as well as charges of the Underlying Funds. The AVLIC Contracts permit additional payments and allow transfers among the subaccounts of their designated AVLIC Separate Account. The AVLIC Contracts also allow Ameritas Variable Life Insurance Company Separate Account V (File No. 811-04473), Ameritas Variable Life Insurance Company Separate Account VA-2 (File No. 811-05192), Ameritas Variable Separate Account VA (File No. 811-21135), and Ameritas Variable Separate Account VL (File No. 811-021136). 2 The AVLIC Contracts by separate account, product name and 1933 Act file number are:
Separate Account V: Protector hVUL (333-121749), OVERTURE VIVA! (333-101274), Corporate Benefit VUL (333-95163), OVERTURE BRAVO! (333-71505), OVERTURE OVATION! (333-64496), OVERTURE APPLAUSE[ II (333-14845), OVERTURE ENCORE[ (333-15585), OVERTURE APPLAUSE! (033-30019), UNIVAR LIFE (033-01978) and OVERTURE LIFE SPVUL! (033-01576); Separate Account VA-2: OVERTURE MEDLEY! (333-47162), OVERTURE ANNUITY III-P (033-98848), OVERTURE ACCENT! (333-46675), OVERTURE ACCLAIM! (333-36507), OVERTURE Annuity III (033- 58642), OVERTURE Annuity II (033-33844), OVERTURE Annuity (033-14774); Separate Account VA: Allocator 2000 Annuity (333-91670) and Designer Annuity (333-91672); and Separate Account VL: Allocator 2000 (333-91750), Regent 2000 (333-91674), and Executive Select (333-91748).

allocations to a "Fixed Account," which is not subject to registration with the Commission. D. Underwriter AVLIC Contracts are offered on a continuous basis. They are distributed by Ameritas Investment Corp. ("AIC"), an affiliate of ALIC and AVLIC, as underwriter of the AVLIC Contracts. AIC is a registered broker-dealer under the Securities Exchange Act of 1934 ("1934 Act"), and a member of the National Association of Securities Dealers, Inc. ("NASD"). AIC enters into agreements with various broker-dealers to distribute the AVLIC Contracts. The broker-dealers are registered as such under the 1934 Act and are NASD members.
II. THE PROPOSED TRANSACTIONS
A. The Merger
AVLIC will merge into ALIC, the surviving corporation, pursuant to an Agreement rand Plan of Merger (the "Merger Agreement"), approved by the respective Boards of Directors of ALIC mad AVLIC at their November 2006 meetings. The Merger is subject to approval by the insurance department of Nebraska, the domiciliary state of ALIC and AVLIC. The Merger, including the Separate Account Transfers, is proposed to be consummated effective May 1, 2007 (the "Effective Date"). The Merger is expected to simplify ALIC's corporate and operational structures to achieve greater efficiencies and reduce operational costs. As a result of the Merger, ALIC will assume legal ownership of all the assets of the AVLIC Separate Accounts, as well as all of the general account assets of AVLIC, and will become directly liable for AVLIC's obligations with respect to the AVLIC Contracts then outstanding. Each AVLIC Contract owner will become a contract owner of ALIC by operation of law. The Merger will not affect the provisions of, or the rights and obligations under, the AVLIC Contracts, except for the replacement of AVLIC by ALIC, as AVLIC's successor for all purposes. Moreover, the Merger will not dilute or otherwise adversely affect the economic interests of the owners of the AVLIC Contracts, nor will the Merger affect the values determined under the AVLIC Contracts. The Merger will not affect any current AVLIC Contract owner, other than by the fact that the obligations to owners under the AVLIC Contracts will be backed by the larger amount of total assets of ALIC, as the survivor of the Merger. The four AVLIC Separate Accounts, as separate accounts of ALIC ("ALIC Separate Accounts") will continue to maintain their separate account status as unit investment trusts under the 1940 Act and as separate accounts under applicable state insurance law. Pursuant to the intact transfers none of the AVLIC Separate Accounts will be merged into ALIC Separate Accounts, or merged with each other.

William J.Kotapish,Esq.
No chargeswill be imposedon, or other deductionsmadefrom, any of the AVLIC SeparateAccountsin connectionwith theMerger. In addition,no paymentswill berequiredor chargesimposedundertheAVLIC Contractsin connectionwith, or by virtueof,the Mergerthat wouldnototherwiseberequiredor imposed.3 No new investmentoptionswill bemadeavailableto ownersof theAVLIC Contractsin connectionwith, or by virtue of, the Merger, nor will any existing investmentoptions be substitutedor terminated.Eachsub-accountof the AVLIC SeparateAccountswill continueto investin thesameUnderlyingFundasthatsub-accountinvestedinprior to theMerger. The Mergerwill not directlyaffectanyof theUnderlyingFunds. TheUnderlyingFunds will not beapartyto theMergeror any relatedtransaction.Theinvestmentobjectives,policies, andrestrictionsof the UnderlyingFundswill not be changedasa resultof the Merger or any relatedtransaction. No investmentportfolios areproposedto be addedto, substitutedby, or terminatedby the UnderlyingFundsin connectionwith the Mergeror any relatedtransactions. Moreover,theMergerwill notresultin anychangein theinvestmentadvisersfor theUnderlying Funds,the UnderlyingFunds'assets,or thechargesimposedonthe UnderlyingFundsor their shareholders.In addition,the Mergerwill not result in a changein the principal underwriter, AIC, for theAVLIC Contracts,aftertheybecomeALIC Contracts. ALIC andAVLIC havedeterminedthat no provision of the AVLIC Contractsor state law providesthe ownersof theAVLIC Contractswith anyright to opt-outof, or to vote on or otherwiseconsentto, theMerger. Theonly requiredvotesarethoseof the respectivecorporate parentsof ALIC andAVLIC. Moreover,none of the eventsaffectingthe AVLIC Separate Accountsin connectionwith the Mergerrequirea vote of the ownersof the AVLIC Contracts underthe 1940Act. In addition,as describedabove,the investmentoptionsand contractual rightsandobligationsundertheAVLIC Contractswill not change,exceptthatALIC will replace AVLIC as the insurer and become the depositor of the AVLIC SeparateAccounts. Consequently,ownersof theAVLIC Contractswill haveno investmentdecisionto makewith respectto theMerger. After the Merger,ALIC, assuccessor,intendsto acceptadditionalpaymentsunderthe transferredAVLIC Contractsoutstandingat the time the Mergeris effected,and to continue offering new contractsthat areidenticalor similar to the AVLIC Contractsofferedprior to the Merger. In certain markets,afterthe MergerALIC may offer new and enhancedcontract featuresfor someof the ALIC Contractspreviouslyissuedby AVLIC. However,nonewould 3BecausetheSeparateAccountTransferswill beeffectedasof theendof avaluationperiodundertheAVLIC Contracts, certainotherwiseapplicablepaymentsordeductionsforchargesmayberequiredtobemadewithrespect tothatperiodunderthetermsoftheAVLIC Contracts.

William J.Kotapish,Esq.
April 2, 2OO7 negativelyaffectanyof theexistingrightsundertheAVLIC Contractsoutstandingatthetime of the Merger,or diminish the obligationsof ALIC, as AVLIC's successor.Any suchnew or enhancedfeatureswould, of course,bedescribedin post-effectiveamendmentsto ALIC's Form N-4 orFormN-6 registrationstatementsfortheformerAVLIC Contractinvolved. ALIC will administertheAVLIC Contractsto which it will succeedin the samemanner asdidAVLIC immediatelyprior to theMerger. All costsof theMergerwill beborneby ALIC or an affiliate and not by any ownersof the AVLIC or ALIC Contracts(each,a "Contract owner,"andcollectively,the"Contractowners"). B. TheSeparateAccountTransfers Pursuantto the Merger Agreement,each of the AVLIC SeparateAccountswill be transferredintactto ALIC andbecomepartof ALIC ontheEffective Date. Eachof theAVLIC SeparateAccounts then will changeits namesubstituting"Ameritas Variable" for Ameritas Variable Life InsuranceCompany,if necessary,and have ALIC as its depositorratherthan AVLIC. No changesto therespectiveAVLIC SeparateAccountswill resultfrom the Merger, exceptfortheir changeof namesanddepositor. The assetsand liabilities that comprisethe respectiveAVLIC SeparateAccounts immediatelyprior to the Mergerwill remainintactandlegally separatefrom anyotherbusiness of ALIC, as the surviving company,after the Merger. In addition, the AVLIC Separate Accounts,asALIC SeparateAccounts,will continueto fund the samecontracts the AVLIC Contractsassumedby ALIC as they did immediately prior to Merger. Somenew and enhancedfeaturesmaybeaddedaftertheMerger,asdiscussedaboveunder"A. TheMerger." The respectivenet assetvaluesof eachof the sub-accountsof the AVLIC Separate Accountsimmediatelyafterthe Mergerwill be the sameas they wereimmediatelybeforethe Merger.
C. ProceduralMatters
ALIC will file registrationstatementsonForm N-4 and FormN-6, asapplicable,under the 1933Act, and amendthe related1940Act registrationstatementsto reflectthe changein depositorof the AVLIC SeparateAccounts,ALIC's assumption,pursuantto theMerger,of the contractualobligationsandliabilitiesof AVLIC underthe AVLIC Contracts,andto describethe form of AVLIC Contractsto beofferedby ALIC. ALIC will seekto havethenewregistration statementsdeclaredeffectiveontheEffectiveDate. To facilitate thestaff's timely reviewof the new registrationstatements,by lettersdatedDecember18,2006,ALIC submitted,but did not formally file, a Form N-4 registrationstatementfor a representativevariableannuityproduct, anda FormN-6 registrationstatementfor arepresentativevariablelife insuranceproduct. ALIC - -

will, of course, revise these informal submissions in response to any staff comments, or otherwise resolve them by mid-April 2007. Formal filings would be made on May 1, 2007 with ALIC's request that all of its Form N-4 and Form N-6 registration statements become effective on May 1, 2007, the Effective Date of the Merger. 4 In compliance with applicable state law, ALIC will notify the owners of the AVLIC Contracts that ALIC has assumed all obligations and responsibilities of AVLIC under those Contracts. Following the Effective Date, ALIC will deliver new prospectuses, as contained in the new ALIC Form N-4 and N-6 registration statements, upon their effectiveness to all owners of AVLIC Contracts as of the Effective Date. 5
III. ANALYSIS
A. Introduction
As discussed more fully below, we are of the view that Section 5 of the 1933 Act and Rule 145 thereunder do not apply to the Proposed Transactions. We also are of the view, as also discussed below, that Section 8 and Section 11 of the 1940 Act do not apply to the Separate Account Transfers. In support of our views, we note that the proposed Merger and related Separate Account Transfers are analytically the same as numerous reorganizations that have been the subject of no-action requests dealing with the provisions of the 1933 Act and the 1940 Act noted above to which the staff has responded favorably. 6 We respectfully submit that the In the unlikely event that the Merger does not proceed as planned, AVLIC will continue to update and market its Contracts, and update its Form N-4 and Form N-6 filings as in the past in the normal course. s We are not requesting any no-actiun assurances fi'om the staff with respect to the reliance by the Separate Accounts, or by AVLIC or AL1C on any prior staffnn-actinn positions. See Great-West Life and Annuity Insurance Company (pub. avail. Oct. 23, 1990). Similarly, ALIC is not requesting any no-actiun relief for continuing reliance on prior exemptive relief obtained by notice and order by AVLIC. The ALIC Separate Accounts, as intact transfers from AVLIC, will continue to rely on such orders or no-actiun letters as AVLIC Separate Accounts may have obtained prior to the Merger. 6 There is a long line of no-action letters concerning intact transfers of separate accounts effected pursuant to merger transactions including: Sun Life Assurance Company of Canada (U.S.), et al. (pub. avail. Dec. 19, 2003); Allstate Life Insurance Co. (pub. avail. Dec. 23, 2002); The Manufacturers Life Insurance Company (U.S.A.) (pub. avail. Dec. 27, 2001); Aid Association for Lutherans (pub. avail. Dec. 21, 2001); Jefferson Pilot Financial Insurance Company (pub. avail. Aug. 1, 2000); AUSA Life Insurance Company, Inc. (pub. avail. Sept. 18, 1998); Pacific Life Insurance Company (pub. avail. Oct. 29, 1997); Equitable Life Assurance Society of the U.S. (pub. avail. Dec. 18, 1996); Metropolitan Life Insurance Company (pub. avail. May 17, 1996); Massachusetts Mutual Life Ins. Co., et aI. (pub. avail. Feb. 15, 1996); Intramerica Life Ins. Co. (pub. avail. Oct. 29, 1992); Phoenix Mutual Life Ins. Co., et al. (pub. avail. April 13, 1992); California-Western States Life Ins. Co. (pub. avail. Dec. 9, 1991); UNUM Life Ins. Co. (pub. avail. Oct. 24, 1991); Merrill Lynch Life Ins. Co. (pub. avail. Sept. 26, 1991); Lincoln National Pension Ins.

Proposed Transactions are analogous to and pose no different issues than those presented in the transactions described in those no-action requests. g. Section 5 of the 1933 Act and Rule 145 Thereunder as Inapplicable to the Separate Account Transfers In our view, the Separate Account Transfers would not result in the offer or sale of any new or different security or in the creation of a new or different investment company issuer for purposes of Section 5 of the 1933 Act and Rule 145 thereunder. The Separate Account Transfers would not change any of the AVLIC Contracts, except that, by operation of law, ALIC would succeed AVLIC as the depositor of the AVLIC Separate Accounts and guarantee the rights and benefits provided by the AVLIC Contracts, as the successor issuer. 7 These rights and benefits, such as surrender rights, annuity options, and death benefits, together with any additional new contract features and enhancements, would remain the same but would be guaranteed and supported directly by ALIC and its larger pool of assets. Cash values under the variable life insurance AVLIC Contracts that are allocated to the AVLIC Separate Accounts would remain funded by the same pool of assets that presently constitutes the Separate Accounts, and their sub-accounts would continue to invest in the same Underlying Funds. The unit values under the AVLIC Contracts offered by the ALIC Separate Accounts immediately after the Separate Account Transfers would be the same as under the AVLIC Separate Accounts immediately before. The Separate Account Transfers, therefore, would not affect those aspects of the AVLIC Contracts that cause interests thereunder to be treated as securities, e.g., the investment options available through the Separate Accounts. The Separate Account Transfers would have no effect on the AVLIC Separate Accounts, except for the succession of ALIC as depositor and issuer, as discussed above. As also discussed above, the name "Ameritas" will be retained in the new formal names of the ALIC Separate Accounts after the Merger. The assets and liabilities that comprise the respective AVLIC Separate Accounts immediately before the Separate Account Transfer would remain intact and legally segregated from all other business of ALIC. The financial history of the AVLIC Separate Accounts would be carried forward and would not change. Co. (pub. avail. Dec. 29, 1988); Jefferson National Life Ins. Co. (pub. avail. Oct. 9, 1986); American General Life Ins. Co. of Delaware (pub. avail. Mar. 13, 1986); and Voyager Life Ins. Co. (pub. avail. Jan. 10, 1986). 7 Some state insurance departments will require an endorsement to outstanding policies to reflect the change of issuer.

William J.Kotapish,Esq.
As discussedabove,Contractownerswill not havethe opportunityto opt-out of or to vote on or consentto the Merger,includingthe SeparateAccountTransfers,and will not, by virtue of the Merger, haveavailableanynew or different investmentoptions. Consequently, ContractOwnerswill haveno newinvestmentdecisionto makein connectionwith anyof the SeparateAccountTransfers.Basedontheforegoing,webelievethatSection5 of the 1933Act andRule 145thereunderdonot applyto theSeparateAccountTransfers. Rule 145 under the 1933 Act provides, in pertinent part, that certain business combinations,includingcertainmergers,consolidations,andtransfersof assets,will bedeemed to involve the "offer" or "sale" of securitiesrequiring registrationunderthe 1933Act under circumstanceswhereexistingsecurityholdersarein effectaskedto makeaninvestmentdecision whetherto accepta new or different securityin exchangefor a securitythey presentlyown. Evenif theMergerweredeemedto bea "transferof assets"for purposesof Rule 145,it is clear that the Rule doesnot applybecausethe Contractownersarenot beingaskedto vote on or to consentto the transaction. For thesereasons,we believethat Rule 145is inapplicableto the Merger.
C. Section8of the 1940Act DoesNot Apply to theSeparateAccountTransfers
In our view, theintacttransferandsuccessionof ALIC to thepositionof depositorfor the AVLIC SeparateAccountsasaresultof theMergerwill notresultin theorganizationor creation of anynew investmentcompanypursuanto Section8 of the 1940Act. TheMergerwill causea changein the depositorof the AVLIC SeparateAccountswhich will involve a changein the issuerof the unitsof interestundervariablelife insuranceandvariableannuitycontractsfunded throughtherespectiveSeparateAccounts.However,thechangein depositorwill not changethe structureor operationof therespectiveSeparateAccountsor their relationshipto the insurance companyissuingthe AVLIC/ALIC Contractsor to the contractowners. TheSeparateAccounts would continueto be treatedasseparateentitiesfor all relevantpurposes,including financial reporting. The Commission's"ectoplasmic"theory, in our view, supportsthe position that the respectiveAVLIC SeparateAccounts,assuch,will havea continuing,uninterruptedexistence, notwithstandingthe changeof the insurancecompanyservingas depositorand having legal ownershipof assets.Althoughtheassetsof theAVLIC SeparateAccountswill becomeassetsof ALIC, suchassetswill remainintactin a legally separateaccount,and,for financialreporting purposes,the SeparateAccountseachwill betreatedasacontinuingseparateentity,s s See L. Loss & J. Selligman, Securities Regulation, 1008-1011 (1989); Prudential Life Ins. Co. of America, 41 SEC 335, 340-341 (I963), aff'd sub. nom., Prudential Life Ins. Co. of America v. SEC, 326 F.2d 383 (3d Cir. 1984)4 cert. denied, 377 U.S. 953 (1964).

William J. Ko_pish, Esq.
April2,2007
Accordingly, to reflect the change in iegal ownership of the assets of the respective AVLIC Separate Accounts from AVLIC to ALIC following the consummation of the Merger, ALIC and the Separate Accounts, as discussed earlier, will file registration statements under the 1933 Act on Form N-4 and Form N-6, as the case may be, that will constitute amendments to the corresponding AVLIC Separate Accounts' existing registrations under the 1940 Act. The new Form N-4 and Form N-6 registration statements will register, trader the 1933 Act, securities of ALIC Separate Accounts to be issued under the ALIC Contracts after the Merger. As previously discussed, ALIC will file Form N-4 and Form N-6 registration statements to ensure that they will become effective on or about the effective date of the Merger. D. Section 11 of the 1940 Act Does Not Apply to the Separate Account Transfers Based on the foregoing analysis, we also believe that the Separate Account Transfers do not involve an exchange of securities (the Separate Account interests in the AVLIC Contracts) issued by an investment company (the AVLIC Separate Accounts) for securities of any other investment company for purposes of Section 11 of the 1940 Act.
IV. NO-ACTION REQUEST
Based upon the above facts and circumstances, we respectfully request that the Commission staff issue a letter stating that it will not recommend that the Commission take any enforcement action under Section 5 of the 1933 Act and Rule 145 thereunder, or under Section 8 or Section 11 of the 1940 Act, in connection with the Separate Account Transfers. In addition, we request that the staff further indicate in its letter that it will not recommend that the Commission take any action if: (1) the change in depositor of the AVLIC Separate Accounts that will become ALIC Separate Accounts as a result of the Merger is effected through the filing of amendments to kregistration statements for the ALIC Separate Accounts under the 1940 Act; and (2) new registration statements under the 1933 Act are filed by ALIC and the ALIC Separate Accounts to cover any securities issued after the Merger in connection with the variable life insurance contracts and variable annuity contracts funded by the ALIC Separate Accounts. If you have any questions or require further information with respect to this matter, please call the undersigned, or Marvin C. Lunde ((202) 965-8139) at this firm. Very truly yours, Peter E. Panarites

Incoming Letter

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