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SECURITIES AND EXCHANGE COMMISSIONInvestment Company Act Release No. 32615; File No. 812-14646Commonwealth Annuity and Life Insurance Company, et al.April 27, 2017AGENCY: Securities and Exchange Commission (“SEC” or “Commission”).ACTION: Notice.Notice of application for an order approving the substitution of certain securities pursuant toSection 26(c) of the Investment Company Act of 1940, as amended (the “1940 Act” or “Act”) andan order of exemption pursuant to Section 17(b) of the Act from Section 17(a) of the Act.Applicants: Commonwealth Annuity and Life Insurance Company (“Commonwealth”) andCommonwealth Select Separate Account of Commonwealth Annuity and Life InsuranceCompany, Commonwealth Select Separate Account II of Commonwealth Annuity and LifeInsurance Company, Commonwealth Select Separate Account III of Commonwealth Annuity andLife Insurance Company, Fulcrum Separate Account of Commonwealth Annuity and LifeInsurance Company, Group VEL Account of Commonwealth Annuity and Life InsuranceCompany, Inheritage Account of Commonwealth Annuity and Life Insurance Company, SeparateAccount FUVUL of Commonwealth Annuity and Life Insurance Company, Separate AccountIMO of Commonwealth Annuity and Life Insurance Company, Separate Account KG ofCommonwealth Annuity and Life Insurance Company, Separate Account KGC ofCommonwealth Annuity and Life Insurance Company, Separate Account VA-K ofCommonwealth Annuity and Life Insurance Company, Separate Account VA-P ofCommonwealth Annuity and Life Insurance Company, Separate Account VEL of CommonwealthAnnuity and Life Insurance Company, Separate Account VEL II of Commonwealth Annuity and1

Life Insurance Company, Separate Account VEL III of Commonwealth Annuity and LifeInsurance Company (collectively, the “Separate Accounts,” and together with Commonwealth,the “Section 26 Applicants”); and Forethought Variable Insurance Trust (the “Trust”), and GlobalAtlantic Investment Advisors, LLC (“Global Atlantic,” and collectively with the Section 26Applicants, the “Section 17 Applicants”).Summary of Application: The Section 26 Applicants seek an order pursuant to Section 26(c) ofthe 1940 Act, approving the substitution of shares of 77 investment portfolios (each, an “ExistingPortfolio,” and collectively, the “Existing Portfolios”) of 20 registered investment companies1with shares of 13 investment portfolios (each, a “Replacement Portfolio,” and collectively, the“Replacement Portfolios”) of the Trust, under certain variable annuity contracts and variable lifeinsurance policies (the “Contracts”) funded through the Separate Accounts.Filing Date: The application was filed on April 29, 2016, and was amended and restated onOctober 18, 2016 and March 3, 2017.Hearing or Notification of Hearing: An order granting the requested relief will be issued unlessthe Commission orders a hearing. Interested persons may request a hearing by writing to theSecretary of the Commission and serving the Applicants with a copy of the request, personally orby mail. Hearing requests should be received by the Commission by 5:30 p.m. on May 22, 20171(1) AB Variable Products Series Fund, Inc. (File Nos. 811-05398; 033-18647); (2) Alger Portfolios (FileNos. 811-05550; 033-21722); (3) AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (File Nos. 81107452; 033-57340); (4) Delaware VIP Trust (File Nos. 811-05162; 033-14363); (5) Deutsche Variable Series I (FileNos. 811-04257; 002-96461); (6) Deutsche Variable Series II (File Nos. 811-05002; 033-11802); (7) DreyfusInvestment Portfolios (File Nos. 811-08673; 333-47011); (8) Fidelity Variable Insurance Products Fund I (File Nos.811-03329; 002-75010); (9) Fidelity Variable Insurance Products Fund II (File Nos. 811-05511; 033-20773); (10)Fidelity Variable Insurance Products Fund III (File Nos. 811-07205; 033-54837); (11) Fidelity Variable InsuranceProducts Fund V (File Nos. 811-05361; 033-17704); (12) Franklin Templeton Variable Insurance Products Trust (FileNos. 811-05583; 033-23493); (13) Goldman Sachs Variable Insurance Trust (File Nos. 811-08361; 333-35883); (14)Janus Aspen Portfolio (File Nos. 811-07736; 033-63212); (15) Lazard Retirement Series, Inc. (File Nos. 811-08071;333-22309); (16) Lincoln Variable Insurance Products Trust (File Nos. 811-08090; 033-70742); (17) MFS VariableInsurance Trust (File Nos. 811-08326; 033-74668); (18) Oppenheimer Variable Account Funds (File Nos. 811-04108;002-93177); (19) Pioneer Variable Contracts Trust (File Nos. 811-08786; 033-84546); (20) T. Rowe PriceInternational Series, Inc. (File Nos. 811-07145; 033-07145).2

and should be accompanied by proof of service on the Applicants in the form of an affidavit or,for lawyers, a certificate of service. Pursuant to Rule 0-5 under the Act, hearing requests shouldstate the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on thematter, the reason for the request, and the issues contested. Persons who wish to be notified of ahearing may request notification by writing to the Commission’s Secretary.ADDRESSES: Commission: Secretary, SEC, 100 F Street, NE, Washington, DC 20549-1090.Applicants: Commonwealth Annuity and Life Insurance Company, Commonwealth SelectSeparate Account of Commonwealth Annuity and Life Insurance Company, CommonwealthSelect Separate Account II of Commonwealth Annuity and Life Insurance Company,Commonwealth Select Separate Account III of Commonwealth Annuity and Life InsuranceCompany, Fulcrum Separate Account of Commonwealth Annuity and Life Insurance Company,Group VEL Account of Commonwealth Annuity and Life Insurance Company, InheritageAccount of Commonwealth Annuity and Life Insurance Company, Separate Account FUVULof Commonwealth Annuity and Life Insurance Company, Separate Account IMO ofCommonwealth Annuity and Life Insurance Company, Separate Account KG of CommonwealthAnnuity and Life Insurance Company, Separate Account KGC of Commonwealth Annuity andLife Insurance Company, Separate Account VA-K of Commonwealth Annuity and Life InsuranceCompany, Separate Account VA-P of Commonwealth Annuity and Life Insurance Company,Separate Account VEL of Commonwealth Annuity and Life Insurance Company, SeparateAccount VEL II of Commonwealth Annuity and Life Insurance Company, Separate Account VELIII of Commonwealth Annuity and Life Insurance Company, 132 Turnpike Road Suite 210,Southborough, MA 01772; and Forethought Variable Insurance Trust and Global AtlanticInvestment Advisors, LLC, 300 N. Meridian Street, Suite 1800, Indianapolis, IN, 46204.3

FOR FURTHER INFORMATION CONTACT: Erin C. Loomis, Senior Counsel, at (202) 5516721, or Holly Hunter-Ceci, Acting Assistant Chief Counsel at (202) 551-6825 (Division ofInvestment Management, Chief Counsel’s Office).SUPPLEMENTARY INFORMATION: The following is a summary of the application. Thecomplete application may be obtained via the Commission’s Web site by searching for the filenumber, or for an Applicant using the Company name box, athttp://www.sec.gov.search/search.htm, or by calling (202) 551-8090.Applicants’ Representations:1.Commonwealth is a life insurance company engaged in the business of writingindividual and group annuity contracts and life insurance policies. Commonwealth wasoriginally organized under the laws of Delaware in July 1974 and was subsequently redomiciled in the state of Massachusetts effective December 31, 2002.2.Prior to December 30, 2005, Commonwealth (formerly Allmerica Financial LifeInsurance and Annuity Company) was an indirect wholly-owned subsidiary of The HanoverInsurance Group (“THG”), formerly Allmerica Financial Corporation. On that date, THGcompleted the closing of the sale of Commonwealth to The Goldman Sachs Group, Inc.(“Goldman Sachs”). Effective September 1, 2006, Commonwealth changed its name fromAllmerica Financial Life Insurance and Annuity Company to Commonwealth Annuity and LifeInsurance Company. Effective April 30, 2013, Goldman Sachs completed the transfer of thecommon stock of Commonwealth to Global Atlantic (Fin) Company, which is a wholly-ownedindirect subsidiary of Global Atlantic Financial Group Limited. Effective January 2, 2014,Forethought Services LLC acquired ownership of 79% of the shares ofCommonwealth. Forethought Services LLC is a wholly-owned subsidiary of Forethought4

Financial Group, Inc., which in turn is a wholly-owned subsidiary of Global Atlantic (Fin)Company. As of December 31, 2015, Goldman Sachs owns a total of approximately 22% ofthe outstanding shares of Global Atlantic; and other investors, none of whom own more than9.9%, own the remaining 78% of the outstanding ordinary shares.3.Each of the Separate Accounts meets the definition of “separate account,” as defined inSection 2(a)(37) of the 1940 Act and Rule 0-1(e) thereunder. The Separate Accounts areregistered with the Commission under the 1940 Act as unit investment trusts. The assets of theSeparate Accounts support the Contracts and interests in the Separate Accounts offered throughsuch Contracts. Commonwealth is the legal owner of the assets in the Separate Accounts. TheSeparate Accounts are segmented into subaccounts, and each subaccount invests in anunderlying registered open-end management investment company or a series thereof. Asubaccount of one or more of the Separate Accounts corresponds to each of the ExistingPortfolios. The business and affairs of the Separate Accounts, as unit investment trusts, areconducted by Commonwealth, as depositor thereof.4.The Contracts are each registered under the Securities Act of 1933, as amended (the“1933 Act”), on Form N-4 or Form N-6, as applicable. Each of the Contracts has particularfees, charges, and investment options, as described in the Contracts’ respective registrationstatements.5.The Contracts are individual or group deferred variable annuity contracts or variable lifeinsurance policies. As set forth in the prospectuses for the Contracts, Commonwealth reservesthe right to substitute shares of another registered investment company for the shares of anyregistered investment company already purchased or to be purchased in the future by theSeparate Accounts.6.Applicants propose, as set forth below, to substitute shares of the Replacement Portfolios5