485BPOS 1 a13-22249_9485bpos.htm POST-EFFECTIVE AMENDMENT NUMBER: 40

 

As filed with the Securities and Exchange Commission on December 12, 2013

Registration Nos. 033-56658 and 811-04846

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM N-4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Pre-Effective Amendment Number

o

Post-Effective Amendment Number: 40

x

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment Number: 94

x

 

(Check appropriate box or boxes)

 

Separate Account I of National Integrity Life Insurance Company

(Exact Name of Registrant)

 

National Integrity Life Insurance Company

(Name of Depositor)

 

400 Broadway, Cincinnati, Ohio 45202

(Address of Depositor’s Principal Executive Offices)  (Zip Code)

 

(513) 629-1854

(Depositor’s Telephone Number, including Area Code)

 

The Western and Southern Life Insurance Company

(Name of Guarantor)

 

400 Broadway, Cincinnati, Ohio 45202

(Address of Guarantor’s Principal Executive Offices)  (Zip Code)

 

(513) 629-1854

(Guarantor’s Telephone Number, including Area Code)

 

Rhonda S. Malone, Esq.

Counsel – Securities

Western & Southern Financial Group, Inc.

400 Broadway, Cincinnati, Ohio  45202

(Name and Address of Agent for Service)

 

Approximate Date of Proposed Public Offering:  Continuous

 

It is proposed that this filing will become effective (check appropriate box)

 

 

o

immediately upon filing pursuant to paragraph (b) of Rule 485

 

x

on December 13, 2013 pursuant to paragraph (b) of Rule 485

 

o

60 days after filing pursuant to paragraph (a)(1) of Rule 485

 

o

on (date) pursuant to paragraph (a)(1) of Rule 485

 

o

75 days after filing pursuant to paragraph (a)(2) of Rule 485

 

o

on (date) pursuant to paragraph (a)(2) of Rule 485

 

If appropriate, check the following box:

 

 

o

This post-eff amendment designates a new effective date for a previously filed post-eff amendment.

 

Title of Securities Being Registered: Flexible Premium Variable Annuity

 

 

 


 

PART A

 

The AdvantEdge prospectus dated May 1, 2013, which was filed in Registrant’s Post-Effective Amendment No. 39 on April 25, 2013 (File No. 033-56658), is incorporated by reference into Part A of this Post-Effective Amendment No. 40.

 

The following amendment dated December 13, 2013 to the prospectus dated May 1, 2013 is included in Part A of this Post-Effective Amendment No. 40.

 


 

Amendment Effective December 13, 2013 to the Flexible Premium Variable Annuity

Prospectuses Listed Below Dated May 1, 2013

Issued by National Integrity Life Insurance Company Through its Separate Account I

 

AnnuiChoice® II (includes AnnuiChoice)

AdvantEdge (includes GrandMaster flex3 and GrandMaster)

Pinnacle (before April 30, 1998); Pinnacle III (May 1, 1998 to December 31, 2001); Pinnacle IV (January 1, 2002 to April 30, 2007) and Pinnacle V (May 1, 2007 to December 31, 2011)

Pinnacle V (post 1-1-12)

 

This amendment to the prospectuses identified above describes changes in the variable annuity contracts currently offered by National Integrity Life Insurance Company.  Please retain this amendment to the prospectus for future reference.

 

NEW FUNDS

 

The following new Variable Account Options will be available:

 

·                  American Funds Insurance Series® Global Growth Fund, Class 4

·                  American Funds Insurance Series Growth Fund, Class 4

·                  American Funds Insurance Series Growth-Income Fund, Class 4

·                  American Funds Insurance Series Managed Risk Asset Allocation Fund, Class P2

·                  American Funds Insurance Series New World® Fund, Class 4

·                  Fidelity VIP Target Volatility Portfolio, Service Class 2

 

The following total annual portfolio operating expenses for new funds are added to Appendix F:

 

Portfolio

 

Management
Fees

 

12b-1
Fee

 

Other
Expenses

 

Acquired
Funds
Fees and
Expenses

 

Total
Annual
Expenses

 

American Funds I.S. Global Growth, Class 4

 

0.53

%

0.25

%

0.28

%

N/A

 

1.06

%

American Funds I.S. Growth, Class 4

 

0.33

%

0.25

%

0.27

%

N/A

 

0.85

%

American Funds I.S. Growth-Income, Class 4

 

0.27

%

0.25

%

0.27

%

N/A

 

0.79

%

American Funds I.S. Managed Risk Asset Allocation, Class P2(1)

 

0.25

%

0.25

%

0.33

%

0.30

%

1.13

%

American Funds I.S. New World, Class 4

 

0.74

%

0.25

%

0.30

%

N/A

 

1.29

%

Fidelity VIP Target Volatility, Service Class 2 (2)

 

0.30

%

0.25

%

0.06

%

0.44

%

1.05

%

 


(1)         Net annual Portfolio expenses are 1.03% after waivers and reimbursements by the investment advisor. The waivers and reimbursements will be in effect through at least May 1, 2014, unless modified or terminated by the fund’s board.  The advisor may elect at its discretion to extend modify or terminate the reimbursement at that time.  The waiver may only be modified or terminated with approval of the fund’s board.

(2)         Net annual Portfolio expenses are 0.90% after waiver by the investment advisor and reimbursement by FMR. The waiver will be in effect through April 30, 2014 and the reimbursement will be in effect through at least February 12, 2014.

 

Part 3 — Your Investment Options, in the section titled “The Variable Account Options,” your prospectus is amended by the addition of the following:

 

American Funds Insurance Series®

 

Each fund is a series of the American Funds Insurance Series.  Capital Research and Management Company is the investment manager to each fund and is located at 333 South Hope Street, Los Angeles, California 90071.

 

1


 

Following is a brief description of each fund.  There are no guarantees that a fund will achieve its objectives.  You should read each American Fund Insurance Series prospectus carefully before investing.

 

American Funds I.S. Global Growth Fund

 

The American Funds I.S. Global Growth Fund seeks long-term growth of capital.  The fund invests primarily in common stocks of companies around the world that the investment advisor believes have the potential for growth.  Under normal market conditions, the fund seeks to invest at least 30% of its net assets in issuers outside the United States.  Although the fund focuses on investment in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.  The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors.

 

American Funds I.S. Growth Fund

 

The American Funds I.S. Growth Fund seeks growth of capital.  The fund invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. The fund may invest a portion of its assets in common stocks and other securities of issuers domiciled outside the United States.  Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size.

 

The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors.

 

American Funds I.S. Growth-Income Fund

 

The American Funds I.S. Growth-Income Fund seeks long-term growth of capital and income.  The fund invests primarily in common stocks or other securities that the investment adviser believes demonstrate the potential for appreciation and/or dividends. Although the fund focuses on investments in medium to larger capitalization companies, the fund’s investments are not limited to a particular capitalization size. The fund may invest up to 15% of its assets, at the time of purchase, in securities of issuers domiciled outside the United States. The fund is designed for investors seeking both capital appreciation and income.  The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors.

 

American Funds I.S. Managed Risk Asset Allocation Fund

 

The American Funds I.S. Managed Risk Asset Allocation Fund seeks to provide high total return (including income and capital gains) consistent with preservation of capital over the long term while seeking to manage volatility and provide downside protection.  The fund invests in shares of an underlying fund, the American Funds Insurance Series Asset Allocation FundSM, while seeking to manage portfolio volatility and provide downside protection primarily through the use of exchange traded futures contracts.  The underlying fund invests in a diversified portfolio of common stocks and other equity securities, bonds and other intermediate and long-term debt securities, and money market instruments. Under normal market conditions, the underlying fund’s investment adviser expects (but is not required) to maintain an investment mix falling within the following ranges: 40%-80% in equity securities, 20%-50% in debt securities and 0%-40% in money market instruments. Although the underlying fund focuses on investments in medium to larger capitalization companies, its investments are not limited to a particular capitalization size. The underlying fund may invest up to 15% of its assets in common stocks and other equity securities of issuers domiciled outside the United States and up to 5% of its assets in debt securities of issuers domiciled outside the United States. In addition, the underlying fund may invest up to 25% of its debt assets in of lower rated bonds, which may be referred to as “junk bonds.”

 

2


 

American Funds I.S. New World Fund

 

The American Funds I.S. New World Fund seeks long-term capital appreciation.  The fund invests primarily in common stocks of companies with significant exposure to countries with developing economies and/or markets and that the investment adviser believes have potential of providing capital appreciation. The fund may invest in companies without regard to market capitalization, including companies with small market capitalizations. The fund may also invest in debt securities of issuers, including issuers of lower rated bonds (rated Ba1 or below and BB+ or below by Nationally Recognized Statistical Rating Organizations designated by the fund’s investment adviser or unrated but determined to be of equivalent quality by the fund’s investment adviser), with exposure to these countries. These lower rated bonds may be referred to as “junk bonds.”  Under normal market conditions, the fund invests at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economies and/or markets.  The basic investment philosophy of the investment adviser is to seek to invest in attractively valued companies that, in its opinion, represent good, long-term investment opportunities. The investment adviser believes that an important way to accomplish this is through fundamental analysis, which may include meeting with company executives and employees, suppliers, customers and competitors.

 

In the subsection titled Fidelity® Variable Insurance Products, the following Portfolio is added:

 

Fidelity VIP Target Volatility Portfolio

 

The Fidelity VIP Target Volatility Portfolio seeks total return.  The fund’s manager seeks to maintain a target portfolio volatility of 10% over a one-year period. Volatility is a statistical measurement of the magnitude of up and down fluctuations in the value of a financial instrument or index over time. While attempts are made to manage the fund’s volatility, there can be no guarantee that the fund will maintain its target volatility. The fund normally invests in a combination of underlying Fidelity funds, ETFs, and futures, potentially investing up to 30% of total assets in index futures. The fund’s manager uses proprietary fundamental and quantitative fund research, considering factors including fund performance, a fund manager’s experience and investment style, and fund characteristics such as expense ratio, asset size, and portfolio turnover to select underlying funds. The Portfolio is a series of Variable Insurance Products Fund V and is managed by Strategic Advisors, Inc.

 

NEW AND UPDATED GLIA INVESTMENT OPTIONS

 

In Part 6 — Optional Benefits, in the section titled “Guaranteed Lifetime Income Advantage Rider,” subsection titled GLIA Investment Strategies,” the investment strategies currently available are deleted and replaced with the following:

 

GLIA Investment Strategy 1 (Lifecycle)You may select one or more of the three Investment Options, as long as your allocations add up to 100% and do not exceed the percentage indicated for any particular Investment Option.

 

Fidelity VIP Freedom
2015 Portfolio

 

Fidelity VIP Freedom
2020 Portfolio

 

Fidelity VIP Freedom
2025 Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GLIA Investment Strategy 2 (Managed Risk) You may select one or more of the three Portfolios, as long as your allocations add up to 100%.

 

American Funds Insurance Series
Managed Risk Asset Allocation

 

Fidelity VIP Target Volatility

 

TOPS® Managed Risk
Moderate Growth ETF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

GLIA Investment Strategy 3 (Self Style)You may select one or more of the Investment Options in one or more columns, as long as your allocations add up to 100% and are within the minimum and maximum allocation percentages indicated for each column.

 

Minimum Allocation 30%
Maximum Allocation 60%

 

Minimum Allocation 40%
Maximum Allocation 70%

 

Maximum Allocation 20%

 

Maximum Allocation 10%

 

 

 

 

 

 

 

Fixed Income

 

Core Equity

 

Non Core Equity

 

Alternative

Fidelity VIP Investment Grade Bond

 

American Funds I.S. Growth-Income

 

American Funds I.S. Growth

 

Guggenheim VT Global Managed Futures Strategy

PIMCO VIT Total Return

 

American Funds I.S. Managed Risk Asset Allocation

 

Columbia Variable Portfolio — Mid Cap Value Opportunities

 

Guggenheim VT Long Short Equity

Touchstone VST Core Bond

 

BlackRock Capital Appreciation V.I.

 

Columbia Variable Portfolio — Small Cap Value

 

Morgan Stanley UIF U.S. Real Estate

 

 

Fidelity VIP Asset Manager

 

DWS Small Cap Index VIP

 

PIMCO VIT All Asset

 

 

Fidelity VIP Balanced

 

Fidelity VIP Disciplined Small Cap

 

PIMCO VIT Commodity RealReturn Strategy

 

 

Fidelity VIP Contrafund

 

Fidelity VIP Mid Cap

 

PIMCO VIT Long-Term U.S. Government

 

 

Fidelity VIP Equity-Income

 

FTVIPT Franklin Small Cap Value Securities

 

High Yield

 

 

Fidelity VIP Growth

 

Invesco V.I. American Franchise

 

Fidelity VIP High Income

 

 

Fidelity VIP Index 500

 

Touchstone VST Baron Small Cap Growth

 

FTVIPT Franklin Income Securities

 

 

Fidelity VIP Target Volatility

 

Touchstone VST Mid Cap Growth

 

Touchstone VST High Yield

 

 

FTVIPT Franklin Growth and Income Securities

 

Touchstone VST Third Avenue Value

 

Short Duration

 

 

FTVIPT Franklin Large Cap Growth Securities

 

International

 

PIMCO VIT Low Duration

 

 

FTVIPT Mutual Shares Securities

 

American Funds I.S. Global Growth

 

PIMCO VIT Real Return

 

 

Invesco V.I. American Value

 

American Funds I.S. New World

 

Touchstone VST Money Market

 

 

Invesco V.I. Comstock

 

BlackRock Global Allocation V.I.

 

 

 

 

TOPS Managed Risk Moderate Growth ETF*

 

Fidelity VIP Overseas

 

 

 

 

Touchstone VST Aggressive ETF

 

FTVIPT Templeton Foreign Securities

 

 

 

 

Touchstone VST Conservative ETF

 

FTVIPT Templeton Global Bond Securities

 

 

 

 

Touchstone VST Large Cap Core Equity

 

FTVIPT Templeton Growth Securities

 

 

 

 

Touchstone VST Moderate ETF

 

Invesco V.I. International Growth

 

 

 

 

 

 

Morgan Stanley UIF Emerging Markets Debt

 

 

 

 

 

 

Morgan Stanley UIF Emerging Markets Equity

 

 

 


*a series of Northern Lights Variable Trust

 

4


 

TOUCHSTONE FUND MERGER

 

Touchstone Variable Series Trust has announced that it intends to merge the Touchstone VST Enhanced ETF Fund into the Touchstone VST Aggressive ETF Fund on December 13, 2013.  This merger is subject to shareholder approval.  If the merger occurs, we will support it by replacing the Touchstone VST Enhanced ETF Fund Variable Account Option with the Touchstone VST Aggressive ETF Fund Variable Account Option in your variable annuity:

 

Existing Variable Account Option

 

Replacement Variable Account Option

Touchstone VST Enhanced ETF Fund →

 

Touchstone VST Aggressive ETF Fund

 

Any Account Value you have in the Existing Variable Account Option at the end of the Business Day on December 13, 2013 (or other date the merger may occur) will be transferred to the Replacement Variable Account Option.  You will not incur a transfer charge and the transfer will not count toward the 12 free transfers allowed each Contract Year.

 

If you are currently invested in both the Existing Variable Account Option and the Replacement Variable Account Option, you may be over allocated to the Replacement Variable Account Option after the merger.  Please contact your financial representative to review your investment allocations.  If you wish to change your allocation, please provide us with your written instructions at the address listed below.

 

Future Contributions and Systematic Programs — Any future contributions and purchases made through an automated program (such as asset rebalancing, systematic contribution, systematic transfer or dollar cost averaging) that are currently directed to the Existing Variable Account Option will be redirected to the Replacement Variable Account Option.  You can provide different directions for your future contributions or automated program allocations by contacting us or your financial representative.

 

Guaranteed Lifetime Income Advantage Rider — If you purchased a Guaranteed Lifetime Income Advantage Rider, this replacement will take effect as described above.  Your allocations will remain in compliance with all investment requirements associated with the rider.

 

Free Transfer — If you transfer out of the Replacement Variable Account Option within 30 days of the date of the merger and the transfer would result in a transfer charge because you will exceed your 12 free transfers allowed during the Contract Year, you can contact us and we will ensure that you are not charged for the transfer.

 

ADDRESS CHANGE

 

In Part 2 — National Integrity and the Separate Account, in the section titled “National Integrity Life Insurance Company,” the second and third sentence are deleted and replaced with the following:

 

Our Administrative Office, where all correspondence and paperwork should be sent, is PO Box 5720, Cincinnati, Ohio  45201-5720.  For overnight mail, use 400 Broadway, MS 74, Cincinnati, OH 45202-3341.

 

You can contact our offices at the address above or call us at 1-800-433-1778.

 

5

 


 

PART B

 

The Statement of Additional Information for AnnuiChoice II (includes AnnuiChoice) and AdvantEdge (includes GrandMaster and GrandMaster flex3) dated May 1, 2013, which was filed in Registrant’s Post-Effective Amendment No. 39 on April 25, 2013  (File No. 033-56658), is incorporated by reference into Part B of this Post-Effective Amendment No. 40.

 


 

PART C - Other Information

 

Item 24.                   Financial Statements and Exhibits

 

(a)         Financial Statements:

 

Financial Statements included in Part A:  Condensed Financial Information for the Portfolios

 

Financial Statements included in Part B:

 

National Integrity Life Insurance Company Separate Account I:

Report of Independent Registered Public Accounting Firm

Statements of Assets and Liabilities as of December 31, 2012

Statements of Operations for the Year Ended December 31, 2012

Statements of Changes in Net Assets for the Years Ended December 31, 2012 and 2011

Notes to Financial Statements

 

National Integrity Life Insurance Company (Depositor):

Report of Independent Registered Public Accounting Firm

Balance Sheets (Statutory-Basis) as of December 31, 2012 and 2011

Statements of Operations (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Statements of Changes in Capital and Surplus (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Statements of Cash Flow (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Notes to Financial Statements (Statutory-Basis)

 

The Western and Southern Life Insurance Company (Guarantor):

Report of Independent Registered Public Accounting Firm

Balance Sheets (Statutory-Basis) as of December 31, 2012 and 2011

Statements of Operations (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Statements of Changes in Capital and Surplus (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Statements of Cash Flow (Statutory-Basis) for the Years Ended December 31, 2012, 2011 and 2010

Notes to Financial Statements (Statutory-Basis)

 

(b)  Exhibits:

 

The following exhibits are filed herewith or incorporated by reference as indicated:

 

1.              Resolutions of the Board of Directors of National Integrity Life Insurance Company (National Integrity) authorizing the establishment of Separate Account I, the Registrant.  Incorporated by reference to Exhibit 99.1 to Registrant’s Post-Effective Amendment No. 9 to registration statement on Form N-4 (File No. 333-44892), filed July 19, 2006.

2.              Not applicable

 

3.

a.                   Form of Selling/General Agent Agreement among National Integrity, Touchstone Securities, Inc. and broker dealers.  Incorporated by reference to Exhibit 99.3(A) to Registrant’s initial registration statement on Form N-4 (File No. 333-178439), filed December 12, 2011.

b.                   Variable Contract Principal Underwriter Agreement with Touchstone Securities, Inc. dated May 1, 2006.  Incorporated by reference to Exhibit 99.3(B) to Registrant’s initial registration statement on Form N-4 (File No. 333-178439), filed December 12, 2011.

4.

a.                   Form of variable annuity contract.  Incorporated by reference to Exhibit 99.4(A) to Registrant’s Post-Effective Amendment No. 9 to registration statement on Form N-4 (File No. 333-44892), filed July 19, 2006.

b.                   Form of Guaranteed Minimum Accumulation Benefit Rider.  Incorporated by reference to Exhibit 99.4(B) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-175481), filed April 25, 2012.

 

1


 

c.                    Form of Guaranteed Minimum Withdrawal Benefit Rider.  Incorporated by reference to Exhibit 99.4(C) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-175481), filed April 25, 2012.

d.                   Form of Individual Guaranteed Lifetime Withdrawal Benefit and Schedule Page. Incorporated by reference to Exhibit 99.4(B) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

e.                    Form of Spousal Guaranteed Minimum Lifetime Withdrawal Benefit and Schedule Page.  Incorporated by reference to Exhibit 99.4(C) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

 

5.              Form of Application.  Incorporated by reference to Exhibit 99.5 to Registrant’s Post-Effective Amendment No. 27 to registration statement on Form N-4 (File No. 033-51126), filed April 23, 2010.

6.

 

a.                   Certificate of Incorporation of National Integrity.  Incorporated by reference to Exhibit 99.6(A) to Registrant’s initial registration statement on Form N-4 (File No. 333-178439), filed December 12, 2011.

b.                   By-Laws of National Integrity.  Incorporated by reference to Exhibit 99.6(B) to Registrant’s initial registration statement on Form N-4 (File No. 333-178439), filed December 12, 2011.

7.

a.              Reinsurance Agreement between National Integrity and Connecticut General Life Insurance Company effective January 1, 1995.  Incorporated by reference to Exhibit 99.7(A) to Registrant’s Post-Effective Amendment No. 5 to registration statement on Form N-4 (File No. 033-56658), filed May 1, 1996.

b.              Amendments dated May 1, 1996, June 12, 1998, September 24, 1999 and May 1, 2000 to Reinsurance Agreement between National Integrity and Connecticut General Life Insurance Company effective January 1, 1995.  Incorporated by reference to Exhibit 99.7(B) to Post-Effective Amendment No. 35 on Form N-4 (File No. 033-56658), filed April 24, 2009.

c.               Reinsurance Agreement between National Integrity and Connecticut General Life Insurance Company effective January 1, 1997 and amendments dated October 1, 1997, June 12, 1998, September 24, 1999 and May 1, 2000 to that Reinsurance Agreement. Incorporated by reference to Exhibit 99.7(C) to Post-Effective Amendment No. 35 on Form N-4 (File No. 033-56658), filed April 24, 2009.

8.

a.                   Amended and Restated Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors Corporation and National Integrity dated August 10, 2007.  Incorporated by reference to Exhibit 99.8(A) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

b.                   Amendment No. 1 to Amended and Restated Participation Agreement among Variable Insurance Products Funds, Fidelity Distributors Corporation and Integrity dated August 10, 2007.  Incorporated by reference to Exhibit 99.8(B) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 033-177618), filed April 25, 2012.

c.                    Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and National Integrity dated May 1, 2007.  Incorporated by reference to Exhibit 99.8(C) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

d.                   Rule 22c-2 Agreement between Fidelity Distributors Corporation and National Integrity dated March 26, 2007.  Incorporated by reference to Exhibit 99.8(D) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

e.                    Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributor, Inc., Touchstone Securities, Inc. and National Integrity dated January 6, 2003.  Incorporated by reference to Exhibit 99.8(J) from Registrant’s Post-Effective Amendment No. 7 to registration statement on Form N-4 (File No. 333-44892), filed April 21, 2006.

f.                     Amendment No.1 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Touchstone Securities, Inc. and National Integrity dated May 3, 2004. Incorporated by reference to Exhibit 99.8(F) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

g.                    Amendment No. 3 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Touchstone Securities, Inc. and National Integrity dated May 1, 2007.  Incorporated by reference to Exhibit 99.8(G) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

h.                   Amendment No. 4 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust,

 

2


 

Franklin Templeton Distributors, Inc., Touchstone Securities, Inc. and National Integrity dated November 29, 2007.  Incorporated by reference to Exhibit 99.8(H) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

i.                       Amendment No. 5 to Participation Agreement among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Touchstone Securities, Inc. and National Integrity dated November 29, 2010.  Incorporated by reference to Exhibit 99.8(I) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

j.                      Fund Participation Agreement among JPMorgan Insurance Trust, JPMorgan Investment Advisors Inc., J.P. Morgan Investment Management Inc., JPMorgan Funds Management, Inc. and National Integrity dated April 24, 2009. Incorporated by reference to Exhibit 99.8(J) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

k.                   Supplemental Payment Agreement between JPMorgan Investment Advisors Inc., J.P. Morgan Investment Management Inc. and National Integrity dated April 24, 2009.  Incorporated by reference to Exhibit 99.8(K) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

l.                       Participation Agreement among PIMCO Variable Insurance Trust, Allianz Global Investors Distributors LLC and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(D) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892), filed February 5, 2008.

m.               Novation of and Amendment to Participation Agreement among PIMCO Variable Insurance Trust, Allianz Global Investors Distributors LLC, PIMCO Investments LLC and National Integrity dated April 1, 2011.  Incorporated by reference to Exhibit 99.8(M) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

n.                   Selling Agreement between Allianz Global Investors Distributors LLC and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(E) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892), filed February 5, 2008.

o.                   Services Agreement between Pacific Investment Management Company LLC and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(F) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892), filed February 5, 2008.

p.                   Termination, New Agreements and Amendments Relating to Intermediary Agreements for PIMCO Variable Insurance Trust among Allianz Global Investors Distributors LLC, PIMCO Investments LLC and National Integrity dated April 1, 2011.  Incorporated by reference to Exhibit 99.8(P) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

q.                   Participation Agreement among Rydex Variable Trust, Rydex Distributors, Inc. and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(G) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892), filed February 5, 2008.

r.                      Amendment No. 1 to Participation Agreement among Rydex Variable Trust, Rydex Distributors, LLC (formerly Rydex Distributors, Inc.) and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(R) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

s.                     Amendment No. 2 to Participation Agreement among Rydex Variable Trust, Rydex Distributors, LLC (formerly Rydex Distributors, Inc.) and National Integrity dated December 20, 2010.  Incorporated by reference to Exhibit 99.8(S) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

t.                      Variable Products Services Agreement between Rydex Distributors, Inc. and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(H) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892) filed February 5, 2008.

u.                   Amendment No. 1 to Variable Product Services Agreement to between Rydex Distributors, LLC (formerly Rydex Distributors, Inc.) and National Integrity dated December 20, 2010.  Incorporated by reference to Exhibit 99.8(U) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

v.                   Administrative Services Agreement between PADCO Advisors II, Inc. and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(I) to Registrant’s Post-Effective Amendment No. 12 to registration statement on Form N-4 (File No. 333-44892), filed February 5, 2008.

w.                 Amendment No. 1 to Administrative Services Agreement between Rydex Advisors II, LLC (formerly PADCO Advisors II, Inc.) and National Integrity dated December 20, 2010.  Incorporated by reference to Exhibit 99.8(W) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

 

3


 

x.                   Fund Participation Agreement between Touchstone Variable Series Trust, Touchstone Securities, Inc. and National Integrity dated April 30, 2001.  Incorporated by reference to Exhibit 99.8(H) to Registrant’s Post Effective Amendment No. 17 to registration statement on Form N-4 (File No. 033-56658), filed October 15, 2001.

y.                   Amendment No. 1 to Fund Participation Agreement between Touchstone Variable Series Trust and National Integrity dated January 26, 2006.  Incorporated by reference to Exhibit 99.8(Y) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

z.                    Amendment No. 2 to Fund Participation Agreement among Touchstone Variable Series Trust, Touchstone Advisors, Inc. and National Integrity dated December 31, 2009.  Incorporated by reference to Exhibit 99.8(Z) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

aa.            22c-2 Agreement between Touchstone Variable Series Trust and National Integrity dated February 14, 2008. Incorporated by reference to Exhibit 99.8(AA) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

bb.            Shareholder Services Agreement between Touchstone Advisors, Inc. and National Integrity dated January 1, 2008.  Incorporated by reference to Exhibit 99.8(BB) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

cc.              Fund Participation Agreement among BT Insurance Funds Trust, Bankers Trust Company and National Integrity dated October 2, 1997.  Incorporated by reference to Exhibit 99.8(CC) from Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

dd.            22c-2 Agreement between DWS Scudder Distributors and National Integrity dated February 16, 2007.  Incorporated by reference to Exhibit 99.8(DD) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

ee.              Amendment No. 1 to Fund Participation Agreement among Deutsche Asset Management VIT Funds (formerly BT Insurance Funds Trust), Bankers Trust Company and National Integrity dated May 1, 2001.  Incorporated by reference to Exhibit 99.8(EE) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

ff.                Amendment No. 2 to Fund Participation Agreement among Deutsche Asset Management VIT Funds, Deutsche Asset Management, Inc. (formerly Bankers Trust Company) and National Integrity dated May 1, 2002. Incorporated by reference to Exhibit 99.8(FF) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

gg.              Amendment No. 3 to Fund Participation Agreement among Deutsche Asset Management VIT Funds, Deutsche Asset Management, Inc. and National Integrity dated May 1, 2004.  Incorporated by reference to Exhibit 99.8(GG) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

hh.            Amendment No. 4 to Fund Participation Agreement among DWS Investments VIT Funds (formerly Deutsche Asset Management VIT Funds), Deutsche Asset Management, Inc. and National Integrity dated July 22, 2006.  Incorporated by reference to Exhibit 99.8(HH) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

ii.                    Administrative services letter between Deutsche Investment Management Americas Inc. and National Integrity dated January 31, 2007.  Incorporated by reference to Exhibit 99.8(II) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

jj.                  Distribution and Services Agreement between PFPC Distributors, Inc. and National Integrity dated May 18, 2004.  Incorporated by reference to Exhibit 99.8(JJ) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

kk.            Amendment No. 1 to Distribution and Services Agreement between PFPC Distributors, Inc. (as assigned to DWS Scudder Distributors, Inc.) and National Integrity dated January 31, 2007.  Incorporated by reference to Exhibit 99.8(KK) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

ll.                    Participation Agreement among The Universal Institutional Funds, Inc., Morgan Stanley & Co, Incorporated, Morgan Stanley Investment Management Inc and National Integrity dated January 2, 2003.  Incorporated by reference to Exhibit 99.8(LL) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

mm.    Amendment No. 1 to Participation Agreement among The Universal Institutional Funds, Inc., Morgan Stanley & Co. Incorporated, Morgan Stanley Investment Management Inc. and National Integrity dated January 26, 2006.  Incorporated by reference to Exhibit 99.8(MM) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

nn.            Amendment No. 2 to Participation Agreement among The Universal Institutional Funds, Inc., Morgan Stanley

 

4


 

& Co. Incorporated, Morgan Stanley Investment Management Inc. and National Integrity dated May 1, 2008.  Incorporated by reference to Exhibit 99.8(NN) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

oo.            Administrative Services Letter between Morgan Stanley Investment Management Inc. and National Integrity dated May 1, 2008.  Incorporated by reference to Exhibit 99.8(OO) to Registrant’s Post-Effective Amendment No. 1 to registration statement on form N-4 (File No. 333-177618), filed April 25, 2012.

pp.            Rule 22c-2 Information Sharing Agreement between Morgan Stanley Distribution, Inc. and National Integrity dated March16, 2007.  Incorporated by reference to Exhibit 99.8(PP) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

qq.            Administrative Service Agreement between Morgan Stanley Distribution, Inc. (successor to Morgan Stanley & Co. Incorporated) and National Integrity dated May 1, 2008.  Incorporated by reference to Exhibit 99.8(QQ) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

rr.                  Fund Participation Agreement among Columbia Funds Variable Insurance Trust, Columbia Management Advisors, LLC, Columbia Management Distributors, Inc. and National Integrity dated May 1, 2009.  Incorporated by reference to Exhibit 99.8(SS) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

ss.                Assignment of Fund Participation Agreement among Columbia Funds Variable Insurance Trust, Columbia Management Advisors, LLC, Columbia Management Distributors, Inc. and National Integrity to RiverSource Investments, LLC and RiverSource Fund Distributors, Inc. dated April 12, 2010.  Incorporated by reference to Exhibit 99.8(TT) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

tt.                  Mutual Fund Sales Agreement between Columbia Management Distributors, Inc. and Touchstone Securities, Inc. dated May 1, 2009.  Incorporated by reference to Exhibit 99.8(UU) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

uu.            Agreement between Columbia Management Distributors, Inc. and National Integrity dated May 1, 2009.  Incorporated by reference to Exhibit 99.8(VV) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

vv.            Assignment of Agreement between Columbia Management Distributors, Inc. and National Integrity to RiverSource Fund Distributors, Inc. dated March 25, 2010.  Incorporated by reference to Exhibit 99.8(WW) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

ww.        Participation Agreement among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), INVESCO Distributors, Inc., Touchstone Securities, Inc. and National Integrity dated June 1, 2010.  Incorporated by reference to Exhibit 99.8(XX) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

xx.            Administrative Services Agreement between Invesco Advisors, Inc. and National Integrity dated June 1, 2010.  Incorporated by reference to Exhibit 99.8(YY) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

yy.            Distribution Services Agreement between INVESCO Distributors, Inc and National Integrity dated June 1, 2010.  Incorporated by reference to Exhibit 99.8(ZZ) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

zz.              Intermediary Agreement between Invesco Investment Services, Inc. and National Integrity dated June 1, 2010.  Incorporated by reference to Exhibit 99.8(AAA) to Registrant’s Post-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2012.

aaa.     Form of Fund Participation Agreement among BlackRock Variable Series Funds, Inc., BlackRock Investments, LLC and National Integrity dated April 29, 2011.  Incorporated by reference to Exhibit 99.8(BBB) to Registrant’s Pre-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed December 28, 2011.

bbb.     Form of Distribution Sub-Agreement between BlackRock Variable Series Funds, Inc. and National Integrity dated April 29, 2011.  Incorporated by reference to Exhibit 99.8(CCC) to Registrant’s Pre-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed December 28, 2011.

ccc.        Form of Administrative Services Agreement between BlackRock Advisors, LLC and National Integrity dated April 29, 2011.  Incorporated by reference to Exhibit 99.8(DDD) to Registrant’s Pre-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-177618), filed December 28, 2011.

ddd.     Fund Participation Agreement among Northern Lights Variable Trust, ValMark Advisers, Inc., Northern Lights Distributors, LLC and National Integrity Life Insurance Company effective May 1, 2013.  Incorporated by reference to Exhibit 99.8(DDD) to Registrant’s Post-Effective Amendment No. 2 to

 

5


 

registration statement on Form N-4 (File No. 333-177618), filed April 25, 2013.

eee.        Distribution and Shareholder Services Agreement among Northern Lights Variable Trust, Touchstone Securities, Inc., and National Integrity Life Insurance Company effective May 1, 2013.  Incorporated by reference to Exhibit 99.8(EEE) to Registrant’s Post-Effective Amendment No. 2 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2013.

fff.           Amendment to Participation Agreement among PIMCO Variable Insurance Trust, PIMCO Investment LLC and National Integrity effective May 1, 2011.  Incorporated by reference to Exhibit 99.8(FFF) to Registrant’s Post-Effective Amendment No. 2 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2013.

ggg.        Amendment No. 2 to Participation Agreement among PIMCO Variable Insurance Trust, PIMCO Investment LLC and National Integrity effective May 1, 2013.  Incorporated by reference to Exhibit 99.8(GGG) to Registrant’s Post-Effective Amendment No. 2 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2013.

hhh.     Amendment to Selling Agreement between PIMCO Investment LLC and National Integrity effective May 1, 2013.  Incorporated by reference to Exhibit 99.8(HHH) to Registrant’s Post-Effective Amendment No. 2 to registration statement on Form N-4 (File No. 333-177618), filed April 25, 2013.

iii.                 Form of Fund Participation and Service Agreement between American Funds Distributors, Inc., American Funds Service Company, Capital Research and Management Company, American Funds Insurance Series and National Integrity effective December 13, 2013.  Incorporated by reference to Exhibit 99.8(III) to Registrant’s Post-Effective Amendment No. 3 to registration statement on Form N-4 (File No. 333-177618), filed December 12, 2013.

jjj.              Form of Business Agreement between American Funds Distributors, Inc., Capital Research and Management Company, National Integrity and Touchstone Securities, Inc. effective December 13, 2013.  Incorporated by reference to Exhibit 99.8(JJJ) to Registrant’s Post-Effective Amendment No. 3 to registration statement on Form N-4 (File No. 333-177618), filed December 12, 2013.

9.              Opinion and Consent of Rhonda S. Malone, Esq. as to the legality of the securities registered, filed herewith.

10.       Consent of Independent Registered Public Accounting Firm, filed herewith.

11.       Not applicable.

12.       Not applicable.

13.       Powers of Attorney of each member of the Board of Directors of The Western and Southern Life Insurance Company (WSLIC), specifically Donald A. Bliss dated December 14, 2011 and John F. Barrett, James N. Clark, Jo Ann Davidson, Eugene P. Ruehlmann, George V. Voinovich, George H. Walker, III and Thomas L. Williams, each dated December 20, 2011.  Incorporated by reference to Exhibit 99.13 to Registrant’s Pre-Effective Amendment No. 1 to registration statement on Form N-4 (File No. 333-178439), filed December 28, 2011.

14.       Guarantee from WSLIC to the policy holders of National Integrity.  Incorporated by reference to Exhibit 99.14 to Registrant’s initial registration statement on Form N-4 (File No. 333-178439), filed December 12, 2011.

 

Item 25.                   Directors and Officers of the Depositor

 

The names and principal business addresses* of the directors and officers of, and their positions with the Depositor are as follows:

 

Directors:

 

John F. Barrett

Director, Chairman of the Board

Edward J. Babbitt

Director, Secretary

Jill T. McGruder(1)

Director, President and Chief Executive Officer

Robert L. Walker

Director

Donald J. Wuebbling

Director

Daniel J. Downing(1)

Director, Vice President

Dale Patrick Hennie(2)

Director

Eric C. Fast(3)

Director

Cameron F. MacRae III(4)

Director

Newton Phelps Stokes Merrill(5)

Director

George R. Bunn Jr.(6)

Director

 

 

Officers:

 

John F. Barrett

Director, Chairman of the Board

Jill T. McGruder(1)

Director, President and Chief Executive Officer

Edward J. Babbitt

Director, Secretary

 

6


 

Daniel J. Downing(1)

Director, Senior Vice President

Nicholas P. Sargen(1)

Senior Vice President and Chief Investment Officer

Clint D. Gibler

Senior Vice President and Chief Information Officer

Kevin L. Howard

Senior Vice President and General Counsel

Constance M. Maccarone

Senior Vice President

Nora E. Moushey

Senior Vice President and Chief Actuary

Mark E. Caner(1)

Senior Vice President

Scott W. Edblom(1)

Vice President

Terrie A. Wiedenheft(1)

Vice President

Brian A. Eichhold

Vice President

Daniel W. Harris

Vice President

D. Todd Henderson

Vice President and Chief Risk Officer

Bradley J. Hunkler

Vice President and Chief Accounting Officer

Phillip E. King

Vice President and Auditor

Paul M. Kruth(1)

Vice President

Denise L. Sparks

Vice President

James J. Vance

Vice President and Treasurer

Patricia J. Wilson(1)

Vice President

Donald P. Myers

Assistant Vice President

Stephen G. Hussey

Assistant Vice President

Andrew P. Shull

Assistant Vice President

Gerald J. Ulland

Assistant Vice President

Michael W. Collier

Manager, Financial Services

Rebecca L. Deppen

Manager, Annuity New Business

Thomas M. Barth

Assistant Treasurer

Kathleen A. Cornelius

Assistant Treasurer

Douglas B. Perry

Assistant Treasurer

Cheryl J. Stotts

Assistant Treasurer

Timothy D. Speed

Assistant Treasurer

Sharon Cummings(1)

Licensing Officer

Brenda L. Elliott(1)

Manager, Licensing

Dawn M. Travis

Manager

 


*The principal business address for the above is 400 Broadway, Cincinnati, Ohio 45202, unless otherwise noted.

(1) Principal Business Address: 303 Broadway, Cincinnati, Ohio 45202

(2) Principal Business Address: 990 Hickoryview Drive, Cincinnati, OH 45233

(3) Principal Business Address: 100 First Stamford Place, Stamford, Connecticut 06902

(4) Principal Business Address: 125 West 55th Street, New York, NY 10019

(5) Principal Business Address: 262 Central Park West, Apt. 12B, New York, NY 10024

(6) Principal Business Address: 126 East 56th Street, 12th Floor, New York, NY 10022-3584

 

Item 26.                   Persons Controlled by or Under Common Control with National Integrity or Registrant

 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

2758 South Main SPE, LLC

 

Ohio

 

LLC

 

The Western and Southern Life Insurance Company (WSLIC)

 

owns/operates real estate

506 Phelps Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC; 2% by Eagle Realty Investments, Inc. (ERI)

 

owns real estate entities

82 Flats, LLC

 

Indiana

 

LLC

 

64% owned by Flats Apartments Investor Holdings, LLC; 1% by ERI

 

owns real estate

Airport Exchange Hotel Partners

 

Kentucky

 

General Partnership

 

74% owned by WS Airport Exchange GP, LLC; 1% by ERI

 

owns/operates real estate

Autumn Village Apartments, LLC

 

Georgia

 

LLC

 

Country Place Associates

 

owns real estate entities

Axis Perimeter Center GP, LLC

 

Ohio

 

LLC

 

ERI

 

owns real estate entities

 

7


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

Baton Rouge Cottages Investor, LLC

 

Ohio

 

LLC

 

Baton Rouge Housing Holdings, LLC

 

owns real estate entities

Baton Rouge Housing Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC; 2% by ERI

 

owns real estate entities

Belle Haven Apts, LLC

 

Delaware

 

LLC

 

Fore Eagle JV, LLC

 

owns real estate

Belle Housing Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC; ERI 2%

 

owns real estate entities

Brickyard Apartments, LLC

 

Delaware

 

LLC

 

54% owned by BY Apartment Investor Holdings, LLC

 

owns/operates real estate

Buckeye Venture Partners, LLC

 

Ohio

 

LLC

 

60% owned by Fort Washington Investment Advisors, Inc. (FWIA); 40% owned by Peppertree Partners, LLC

 

private equity fund management

BVP NEO, LLC

 

Ohio

 

LLC

 

FWIA

 

private equity fund management

BY Apartment Investor Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 2% by ERI

 

owns real estate entities

Canal Senate Apartments, LLC

 

Indiana

 

LLC

 

100% owned by WSLIC

 

owns/operates real estate

Carmel Holdings, LLC

 

Ohio

 

LLC

 

49% owned by W&S Real Estate Holdings, LLC; 1% by ERI

 

ownership in real estate entity

Carmel Hotel Investor, LLC

 

Ohio

 

LLC

 

Carmel Holdings, LLC

 

ownership in real estate entity

Carmel Hotel, LLC

 

Indiana

 

LLC

 

74% owned by Carmel Hotel Investor, LLC; 1% by ERI

 

owns/operates real estate

Carthage Senior Housing, Ltd.

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 1% by ERI

 

owns/operates real estate

CDC-Baton Rouge, LLC

 

Alabama

 

LLC

 

59% owned by Baton Rouge Cottages Investor, LLC

 

owns real estate entities

Centreport Hotels LLC

 

Texas

 

LLC

 

75% owned by ERI

 

owns/operates real estate

Centreport Partners LP

 

Texas

 

LP

 

25.25% owned by WSLIC; 49% by WSLR Dallas LLC, 1% by ERI

 

owns/operates real estate

Cincinnati Analysts, Inc.

 

Delaware

 

Corporation

 

Columbus Life Insurance Company

 

broker-dealer

Cleveland East Hotel, LLC

 

Ohio

 

LLC

 

74% owned by WSALD CEH, LLC; 1% by ERI

 

owns/operates real estate

CLIC Agency, Inc.

 

Ohio

 

Corporation

 

CLIC

 

insurance agency

Columbus Life Insurance Company

 

Ohio

 

Corporation

 

WSLIC

 

Insurance company

Country Place Associates

 

Ohio

 

General Partnership

 

90% owned by WS Country Place GP, LLC; 10% by ERI

 

owns/operates real estate

Courtyard Nursing Care, LLC.

 

Ohio

 

LLC

 

WSLAC

 

owns/operates real estate

Dallas City Investor Holdings, LLC

 

Texas

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC and 2% owned by ERI

 

owns/operates real estate

Day Hill Road Land LLC

 

Connecticut

 

LLC

 

74% owned by W&S Real Estate Holdings, LLC; 1% by ERI

 

owns real estate entities

Dublin Hotel LLC

 

Ohio

 

LLC

 

25% owned by WSLIC; 49% by WSLR Columbus LLC; 1% by ERI

 

owns/operates real estate

Eagle Realty Group, LLC

 

Ohio

 

LLC

 

W&S Operating Holdings, LLC

 

real estate holding company

Eagle Realty Investments, Inc.

 

Ohio

 

Corporation

 

Eagle Realty Group, LLC

 

real estate

 

8


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

(ERI)

 

 

 

 

 

 

 

 

FDC Siena JV, LLC

 

Delaware

 

LLC

 

69% by Siena Investor Holdings, LLC; 1% by ERI; 30% by third party developer

 

owns real estate

Flats Apartments Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC and 2% owned by ERI

 

owns real estate entities

Fore Eagle JV, LLC

 

Delaware

 

LLC

 

69% owned by Belle Housing Investor Holdings, LLC; 1% by ERI

 

owns real estate

Fort Washington Active Fixed Income LLC

 

Delaware

 

LLC

 

Managing Member Fort Washington Fixed Income LLC; investors include WSLIC

 

managing member for private fixed income fund

Fort Washington Capital Partners, LLC (FWCP)

 

Delaware

 

LLC

 

FWIA

 

managing partner for private equity funds

Fort Washington Emerging Markets Fixed Income, LLC

 

Delaware

 

LLC

 

Managing Member is Fort Washington Fixed Income LLC

 

fixed income

Fort Washington Fixed Income LLC

 

Delaware

 

LLC

 

FWIA

 

private fixed income fund

Fort Washington High Yield Investors II, LLC

 

Delaware

 

LLC

 

managing member is FWCP

 

private fixed income fund

Fort Washington High Yield Investors LLC

 

Delaware

 

LLC

 

managing member is FWCP

 

private fixed income fund

Fort Washington Investment Advisors, Inc. (FWIA)

 

Ohio

 

Corporation

 

W&S Operating Holdings, LLC

 

investment adviser

Fort Washington Private Equity Investors II, L.P.

 

Delaware

 

LP

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors III, L.P.

 

Delaware

 

LP

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors IV, L.P.

 

Delaware

 

LP

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors V, L.P.

 

Delaware

 

LP

 

general partner is FWPEI V GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors V-B, L.P.

 

Delaware

 

LP

 

general partner is FWPEI V GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors VI, L.P.

 

Delaware

 

LP

 

general partner is FWPEI VI GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors VII, L.P.

 

Delaware

 

LP

 

general partner is FWPEI VII GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors VIII, L.P.

 

Delaware

 

LP

 

general partner is FWPEI VIII GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors VIII-B, L.P.

 

Delaware

 

LP

 

General Partner is FWPEI VIII GP, LLC; WSLIC is the sole limited partner

 

private equity fund

Fort Washington Private Equity Investors V-VC, L.P.

 

Delaware

 

LP

 

general partner is FWPEI V GP, LLC and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Opportunities Fund II, L.P.

 

Delaware

 

LP

 

General Partner is FWPEO II GP, LLC and WSLIC is an investor

 

private equity fund

Fort Washington Private Equity Opportunities Fund III, L.P.

 

Delaware

 

LP

 

General Partner is FWPEO III GP, LLC and WSLIC is an investor

 

private equity fund

Fort Washington Private Equity

 

Delaware

 

LP

 

General Partner is FWPEO III GP, LLC

 

private equity fund

 

9


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

Opportunities Fund III-B, L.P.

 

 

 

 

 

and WSLIC is the sole limited partner

 

 

FWPEI V GP, LLC

 

Delaware

 

LLC

 

FWIA

 

general partner of the three private equity funds

FWPEI VI GP, LLC

 

Delaware

 

LLC

 

FWIA

 

general partner of Fund VI

FWPEI VII GP, LLC

 

Delaware

 

LLC

 

FWIA

 

general partner of Fund VII

FWPEI VIII GP, LLC

 

Delaware

 

LLC

 

FWIA

 

general partner of Fund VIII

FWPEO II GP, LLC

 

Delaware

 

LLC

 

FWIA

 

private equity fund management

FWPEO III GP, LLC

 

Delaware

 

LLC

 

FWIA

 

private equity fund management

Galleria Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC; 2% by ERI

 

owns real estate entities

Galveston Summerbrooke Apts., LLC

 

Texas

 

LLC

 

54% owned by Summerbrooke Apartments Investor, LLC; 1% by ERI

 

owns/operates real estate

Grelot Cody Apartments, LLC

 

Ohio

 

LLC

 

Vinings Trace, LLC

 

owns real estate entities

GS Beach Club, LLC

 

Delaware

 

LLC

 

76.5% owned by Winkler Extension Apartments Investor, LLC

 

owns real estate entities

GS Multifamily Dallas Galleria, LLC

 

Delaware

 

LLC

 

59% by Galleria Investor Holdings, LLC; 1% by ERI

 

owns real estate

GS Yorktown Apartments, LP

 

Delaware

 

LP

 

59% owned by YT Crossing Apartments Investor, LLC; 1% by ERI

 

owns real estate entities

IFS Financial Services, Inc. (IFS)

 

Ohio

 

Corporation

 

100% owned by Western-Southern Life Assurance Company (WSLAC)

 

marketing of financial products

IFS Insurance Agency, Inc.

 

Ohio

 

Corporation

 

99% owned by IFS

 

general insurance agency

Insurance Profillment Solutions, LLC

 

Ohio

 

LLC

 

WSLIC

 

insurance marketing services

Integrity Life Insurance Company

 

Ohio

 

Corporation

 

WSLIC

 

insurance company

IR Mall Associates, Ltd.

 

Florida

 

LP

 

49.50% owned by WSLIC

 

owns/operates real estate

IR Mall Company, L.C.

 

Florida

 

LLC

 

50% owned by ERI

 

owns/operates real estate

LaFrontera Hotel LLC

 

Texas

 

LLC

 

75% owned by ERI

 

owns/operates real estate

LaFrontera Lodging Partners LP

 

Ohio

 

LP

 

74.25% owned by W&S Real Estate Holdings, LLC

 

owns/operates real estate

LeRoy Glen Investment, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns real estate

LLIA, Inc.

 

Indiana

 

Corporation

 

The Lafayette Life Insurance Company

 

general insurance agency

Lookout Corporate Center

 

Kentucky

 

Joint Venture

 

50% owned by WS Lookout GP, LLC

 

owns/operates real estate

Mallard Sherburn Apartments, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns real estate entities

Meritage Apartments Investors, LLC

 

Texas

 

LLC

 

North Braeswood Meritage Holdings, LLC

 

owns real estate entities

Miller Creek Associates, LLC

 

Delaware

 

LLC

 

59% by Miller Creek Investor Holdings, LLC

 

owns real estate

Miller Creek Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC and ERI 2%

 

owns real estate entities

 

10


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

Miller Creek Residences, LLC

 

Delaware

 

LLC

 

Miller Creek Associates, LLC

 

owns real estate

Mission Club Apartments General Partnership

 

Florida

 

General Partnership

 

95.5% owned by WSLIC, 4.5% owned by ERI

 

owns/operates real estate

NEO Capital Fund, LP

 

Delaware

 

LP

 

General Partner is BVP NEO, LLC

 

private equity fund

New Mexico Co-Investment Partners, L.P.

 

Delaware

 

LP

 

general partner is FWCP

 

private equity fund

North Braeswood Meritage Holdings, LLC

 

Ohio

 

LLC

 

WSLAC

 

owns real estate entities

North Pittsburgh Hotel LLC

 

Pennsylvania

 

LLC

 

74% owned by WSALD NPH, LLC; 1% by ERI

 

owns/operates real estate

Northeast Cincinnati Hotel LLC

 

Ohio

 

LLC

 

25% owned by WSLIC, 49% by WSLR Cincinnati LLC, 1% ERI

 

owns/operates real estate

NP Cranberry Hotel Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC, 2% by ERI

 

owns/operates real estate

NP Cranberry Hotel Investor, LLC

 

Ohio

 

LLC

 

NP Cranberry Hotel Holdings, LLC

 

owns/operates real estate

OTR Housing Associates, L.P.

 

Ohio

 

LP

 

98% owned by WSLIC; 1% owned by ERI

 

owns/operates real estate

OTR Redevelopment Group, LLC

 

Ohio

 

LLC

 

OTR Walnut Housing, Ltd.

 

owns real estate

OTR Transitional Housing, L.P.

 

Ohio

 

LP

 

99% owned by WSLIC

 

owns/operates real estate

OTR-Walnut Housing, Ltd.

 

Ohio

 

LLC

 

ERI

 

owns/operates real estate

Overland Apartments Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC; 2% by ERI

 

owns real estate entities

Park Avenue Lofts, LLC

 

Colorado

 

LLC

 

49% owned by Uptown Denver Investor, LLC; 1% owned by ERI

 

owns/operates real estate

Peppertree Fund II, LP

 

Delaware

 

LP

 

GP is Peppertree Partners, LLC

 

private equity fund

Peppertree Partners, LLC

 

Ohio

 

LLC

 

100% voting interest owned by FWIA

 

private equity fund management

Peppertree Special Venture Fund, LLC

 

Delaware

 

LLC

 

Managing Member is Peppertree Partners, LLC

 

private equity fund

Prairie Lakes Apartments Investor, LLC

 

Ohio

 

LLC

 

Prairie Lakes Holdings, LLC

 

owns real estate entities

Prairie Lakes Apartments, LLC

 

Indiana

 

LLC

 

64% by Prairie Lakes Apartments Investor, LLC; 1% by ERI

 

owns real estate entities

Prairie Lakes Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC; 2% by ERI

 

owns real estate entities

Prairiefire Apartments, LLC

 

Kansas

 

LLC

 

64% by Overland Apartments Investor Holdings, LLC; 1% by ERI

 

owns real estate

Queen City Square Development I, LLC

 

Ohio

 

LLC

 

Eagle Realty Group, LLC

 

operation of real estate

Queen City Square, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns/operates real estate

Race Street Development, Ltd.

 

Ohio

 

LLC

 

W&S Real Estate Holdings, LLC

 

owns/operates real estate

Ridgegate Apartments Investor, LLC

 

Ohio

 

LLC

 

Ridgegate Holdings, LLC

 

owns real estate entities

Ridgegate Commonwealth Apartments, LLC

 

Colorado

 

LLC

 

55% total WS affiliated ownership (44% by Ridgegate Apartments Investor, LLC and 1% by ERI)

 

owns real estate entities

 

11


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

Ridgegate Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC; 2% by ERI

 

owns real estate entities

Seasons Health Care LP

 

Ohio

 

LP

 

90% owned by WSLAC; 10% by Courtyard Nursing Care, LLC

 

owns/operates real estate

Sedona Apartments, LP

 

Texas

 

LP

 

0.1% owned by Sedona Apts GP, LLC; 58.54% by Sedona Apartments Investors, L.P.; 41.36% by Meritage Apartments Investors, LLC

 

owns real estate entities

Sedona Apts GP, LLC

 

Texas

 

LLC

 

North Braeswood Meritage Holdings, LLC

 

owns real estate entities

Sedona Apts Investors L.P.

 

Texas

 

LP

 

North Braeswood Meritage Holdings, LLC

 

owns real estate entities

Seventh and Culvert Garage, LLC

 

Ohio

 

LLC

 

W&S Real Estate Holdings, LLC

 

owns real estate entities

Shelbourne Campus Properties, LLC

 

Delaware

 

LLC

 

54% owned by Shelbourne Housing Investor, LLC; 1% owned by ERI

 

owns/operates real estate

Shelbourne Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 2% owned by ERI

 

ownership in real estate entity

Shelbourne Housing Investor, LLC

 

Ohio

 

LLC

 

Shelbourne Holdings, LLC

 

ownership in real estate entity

Siena Investor Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings LLC; 2% owned by ERI

 

real estate ownership entity

Siena Medical District, LLC

 

Delaware

 

LLC

 

FDC Siena JV, LLC

 

owns real estate

Sixth and Race Development, LLC

 

Ohio

 

LLC

 

71% owned by Race Street Development, Ltd.; 29% by ERI

 

owns/operates real estate

Skye Apartments Investor Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 2% by ERI

 

owns real estate entities

Skyport Hotel LLC

 

Kentucky

 

LLC

 

25% owned by WSLIC, 49% by WSLR Skyport LLC; 1% by ERI

 

owns/operates real estate

SP Charlotte Apts Investor Holdings, LLC

 

Ohio

 

LLC

 

98% by W&S Real Estate Holdings, LLC; 2% by ERI

 

owns real estate entities

SPX Holding LLC

 

Ohio

 

LLC

 

50% owned by W&SFG

 

Airplane ownership/leasing

SSW Jet Ltd

 

Ohio

 

LLC

 

50% owned by W&SFG

 

Airplane ownership/leasing

Summerbrooke Apartments Investor, LLC

 

Ohio

 

LLC

 

Summerbrooke Holdings, LLC

 

ownership in real estate entity

Summerbrooke Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 2% owned by ERI

 

ownership in real estate entity

Sundance Hotel Investor, LLC

 

Ohio

 

LLC

 

Sundance LaFrontera Holdings, LLC

 

owns real estate entities

Sundance Hotel, LLC

 

Texas

 

LLC

 

74% by Sundance Hotel Investor, LLC and 1% by ERI

 

owns real estate entities

Sundance LaFrontera Holdings, LLC

 

Ohio

 

LLC

 

98% by WSLIC and 2% owned by ERI

 

owns real estate entities

The Lafayette Life Insurance Company

 

Ohio

 

Corporation

 

Western & Southern Financial Group, Inc. (WSFG)

 

insurance company

The Ohio Capital Fund LLC

 

Ohio

 

LLC

 

Managed by Buckeye Venture Partners, LLC

 

state funded private equity fund

The Peppertree Fund, LP

 

Delaware

 

LP

 

General Partner is Peppertree Partners,

 

private equity fund

 

12


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

 

 

 

 

 

 

LLC

 

 

The Western and Southern Life Insurance Company (WSLIC)

 

Ohio

 

Corporation

 

WSFG

 

insurance company

Touchstone Advisors, Inc.

 

Ohio

 

Corporation

 

IFS

 

investment adviser

Touchstone Securities, Inc.

 

Nebraska

 

Corporation

 

IFS

 

broker-dealer

Tri-State Growth Capital Fund I, L.P.

 

Delaware

 

LP

 

general partner is Tri-State Ventures, LLC and investors include WSLIC

 

private equity fund

Tri-State Growth Capital Fund II, L.P.

 

Delaware

 

LP

 

general partner is Tri-State Ventures II, LLC and investors include WSLIC

 

private equity fund

Tri-State Ventures II, LLC

 

Delaware

 

LLC

 

FWIA

 

private equity fund

Tri-State Ventures, LLC

 

Delaware

 

LLC

 

FWIA

 

private equity fund

Union Centre Hotel LLC

 

Ohio

 

LLC

 

25% owned by WSLIC; 49% by WSLR Union LLC; 1% by ERI

 

owns/operates real estate

Uptown Denver Apartment Holdings, LLC

 

Ohio

 

LLC

 

98% owned by W&S Real Estate Holdings, LLC; 2% by ERI

 

ownership in real estate entity

Uptown Denver Investor, LLC

 

Ohio

 

LLC

 

Uptown Denver Apartment Holdings, LLC

 

ownership in real estate entity

Vinings Trace, LLC

 

Indiana

 

LLC

 

99% owned by WSLIC, 1% by ERI

 

owns/operates real estate

Vulcan Hotel LLC

 

Alabama

 

LLC

 

25% owned by WSLIC; 49% by WSLR Birmingham LLC; 1% by ERI

 

owns/operates real estate

W & S Group, Inc.

 

Ohio

 

Corporation

 

 

 

 

W&S Brokerage Services, Inc.

 

Ohio

 

Corporation

 

WSLAC

 

investment advisor and broker dealer

W&S Financial Group Distributors, Inc.

 

Ohio

 

Corporation

 

IFS

 

general insurance agency

W&S Real Estate Holdings, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns real estate entities

WestAd Inc.

 

Ohio

 

Corporation

 

WSLIC

 

general advertising, book selling and publishing

Western & Southern Agency, Inc.

 

Ohio

 

Corporation

 

WSLIC

 

general insurance agency

Western & Southern Financial Fund Inc

 

Ohio

 

Non Profit Corporation

 

 

 

charitable giving

Western & Southern Financial Group, Inc. (WSFG)

 

Ohio

 

Corporation

 

WSMHC

 

holding company

Western & Southern Investment Holdings, LLC

 

Ohio

 

LLC

 

WSLIC

 

ownership of operating entities

Western & Southern Mutual Holding Company (WSMHC)

 

Ohio

 

Mutual Insurance Holding Company

 

 

 

 

Western-Southern Life Assurance Company (WSLAC)

 

Ohio

 

Corporation

 

WSLIC

 

 

Windsor Hotel LLC

 

Connecticut

 

LLC

 

25% owned by WSLIC; 49% by WSLR Hartford LLC; 1% by ERI

 

owns/operates real estate

Winkler Extension Apartments Investor, LLC

 

Ohio

 

LLC

 

100% owned by Eagle Realty Group, LLC as trustee for benefit of WSLIC

 

owns real estate entities

Wright Executive Hotel Limited

 

Ohio

 

LP

 

60.50% owned by WSLIC; 0.61%

 

owns/operates real estate

 

13


 

Affiliate

 

State

 

Entity

 

Ownership

 

Type of Business

Partners

 

 

 

 

 

owned by WS Wright Hotel GP, LLC

 

 

WS Airport Exchange GP, LLC

 

Ohio

 

LLC

 

W&S Real Estate Holdings, LLC

 

owns/operates real estate

WS Country Place GP, LLC

 

Ohio

 

LLC

 

W&S Real Estate Holdings, LLC

 

owns/operates real estate

WS Lookout JV, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns/operates real estate

WS Wright Hotel GP, LLC

 

Ohio

 

LLC

 

WSLIC

 

owns/operates real estate

WSA Commons, LLC

 

Georgia

 

LLC

 

50% owned by WSLIC

 

owns/operates real estate

WSALD CEH, LLC

 

Ohio

 

LLC

 

50% owned by WSLIC

 

owns/operates real estate

WSALD NPH, LLC

 

Ohio

 

LLC

 

50% owned by WSLIC; 1% by ERI

 

owns/operates real estate

WSL Partners, L.P.

 

Delaware

 

LP

 

general partner is FWCP and investors include WSLIC

 

private equity fund

WSLR Birmingham LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Cincinnati LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Columbus LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Dallas LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Hartford LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Holdings LLC

 

Delaware

 

LLC

 

24.49% owned by WSLIC

 

owns real estate entity

WSLR LLC

 

Delaware

 

LLC

 

WSLR Holdings LLC

 

owns real estate entities

WSLR Skyport LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

WSLR Union LLC

 

Ohio

 

LLC

 

WSLR LLC

 

owns real estate

YT Crossing Apartments Investor, LLC

 

Ohio

 

LLC

 

YT Crossing Holdings, LLC

 

owns real estate entities

YT Crossing Holdings, LLC

 

Ohio

 

LLC

 

98% by WSLIC; 2% by ERI

 

owns real estate entities

 

Item 27.      Number of Contract Owners

 

As of October 16, 2013, 2,169 qualified and non-qualified contracts issued pursuant to this registration statement were outstanding.

 

Item 28.      Indemnification

 

National Integrity’s By-Laws provide, in Article VII, Section 7.1 provides:

 

To the extent permitted by the laws of the State of New York, subject to all applicable requirements thereof:

 

(a)  any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator, or intestate, is or was a director, officer, employee or incorporator of the Company shall be indemnified by the Company;

(b)  any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate serves or served any other organization on any capacity at the request of the Company may be indemnified by the Company; and

(c)  the related expenses of any such person in any other of said categories may be advanced by the Company.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

14


 

Item 29.      Principal Underwriters

 

(a)     Touchstone Securities, Inc. (Touchstone Securities) is the principal underwriter for Separate Account I of National Integrity Life Insurance Company.  Touchstone Securities also serves as an underwriter for Separate Accounts I and VUL of Integrity Life Insurance Company, Western-Southern Life Assurance Company’s Separate Account 1, Columbus Life Insurance Company Separate Account I and for several series of Touchstone Variable Series Trust, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Institutional Funds Trust and Touchstone Funds Group Trust, each of which is affiliated with the Depositor.

 

(b)       The names and principal business addresses* of the officers and directors of, and their positions with, Touchstone Securities, Inc. are as follows:

 

Directors:

 

James N. Clark(1)

Director

Jill T. McGruder

Director and Chief Executive Officer

Donald J. Wuebbling(1)

Director

 

 

Officers:

 

Steven M. Graziano

President

Jill T. McGruder

Chief Executive Officer

Sharon L. Karp

Vice President

Patricia J. Wilson

Vice President

Timothy S. Stearns

Chief Compliance Officer

James J. Vance(1)

Vice President and Treasurer

Terrie A. Wiedenheft

Chief Financial Officer

Kathleen A. Cornelius

Assistant Treasurer

Douglas B. Perry(1)

Assistant Treasurer

Timothy D. Speed(1)

Assistant Treasurer

Cheryl J. Stotts(1)

Assistant Treasurer

Rhonda S. Malone(1)

Secretary

 


*The principal business address for the above is 303 Broadway, Cincinnati, Ohio 45202, unless otherwise noted.

(1) Principal Business Address: 400 Broadway, Cincinnati, Ohio 45202

 

(c) Not applicable.

 

Item 30.      Location of Accounts and Records

 

The records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by National Integrity at 400 Broadway, Cincinnati, Ohio 45202 or 15 Matthews Street, Suite 200, Goshen, New York 10924.

 

Item 31.      Management Services

 

There are currently no management-related services provided to the Registrant.

 

Item 32.      Undertakings

 

The Registrant hereby undertakes:

 

(a)         to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements of the Registrant, Depositor and Guarantor in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted;

(b)         to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information;

 

15


 

(c)          to deliver any Statement of Additional Information and any financial statements required to be made available under this Form, including the WSLIC financial statements,  promptly upon written or oral request; and

(d)         to update the registration statement if WSLIC terminates its guarantee to National Integrity policy holders.

 

During any time there are insurance obligations outstanding and covered by its guarantee (Guarantee) issued by WSLIC, filed as an exhibit to this registration statement, National Integrity hereby undertakes to provide notice to contract owners promptly after the happening of significant events related to the Guarantee.  These significant events include: (i) termination of the Guarantee that has a material adverse effect on the contract owner’s rights under the Guarantee; (ii) a default under the Guarantee that has a material adverse effect on the contract owner’s rights under the Guarantee; or (iii) the insolvency of WSLIC.

 

Pursuant to Section 26(f) of the Investment Company Act of 1940, as amended, Registrant and Depositor represent that the aggregate charges under variable annuity contracts described in this Registration Statement are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by National Integrity.

 

National Integrity represents that it recognizes the requirements of Section 17(h) of the Investment Company Act of 1940, specifically that it shall not protect or purport to protect any director or officer of the Registrant or Depositor against any liability to them or to their security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

 

16


 

SIGNATURES

 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, the Depositor and the Guarantor, certify that they meet all of the requirements for effectiveness of this post-effective amendment to their Registration Statement pursuant to Rule 485 under the Securities Act of 1933 and have duly caused this amendment to the Registration Statement to be signed on their behalf, in the City of Cincinnati and State of Ohio on this 10th day of December 2013.

 

SEPARATE ACCOUNT I OF

NATIONAL INTEGRITY LIFE INSURANCE COMPANY

(Registrant)

 

 

 

By:  National Integrity Life Insurance Company

(Depositor)

 

 

 

 

 

 

By: 

/s/ Jill T. McGruder

 

 

Jill T. McGruder, President and CEO

 

 

 

 

 

 

 

NATIONAL INTEGRITY LIFE INSURANCE COMPANY

(Depositor)

 

 

 

 

 

 

By: 

/s/ Jill T. McGruder

 

 

Jill T. McGruder, President and CEO

 

 

 

 

 

 

 

THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY

(Guarantor)

 

 

 

 

 

 

By: 

/s/ John F. Barrett

 

 

John F. Barrett, Chairman, President and CEO

 

 


 

SIGNATURES

 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Depositor has duly caused this amendment to the Registration Statement to be signed on its behalf, in the City of Cincinnati and State of Ohio on this 10th day of December 2013.

 

NATIONAL INTEGRITY LIFE INSURANCE COMPANY

(Depositor)

 

 

 

By: 

/s/ Jill T. McGruder

 

 

Jill T. McGruder, President and CEO

 

 

The following persons, in the capacities and on the dates indicated, have signed this amendment to the Registration Statement as required by the Securities Act of 1933:

 

 

 

 

 

 

PRINCIPAL EXECUTIVE OFFICER:

/s/ Jill T. McGruder

 

 

Jill T. McGruder, President and CEO

 

 

December 10, 2013

 

 

 

 

PRINCIPAL FINANCIAL OFFICER:

/s/ Bradley J. Hunkler

 

 

Bradley J. Hunkler, Vice President and Chief Accounting Officer

 

December 10, 2013

 

 

 

 

PRINCIPAL ACCOUNTING OFFICER:

/s/ Bradley J. Hunkler

 

 

Bradley J. Hunkler, Vice President and Chief Accounting Officer

 

December 10, 2013

 

 

DIRECTORS:

 

/s/ John F. Barrett

 

/s/ Jill T. McGruder

John F. Barrett

December 10, 2013

 

Jill T. McGruder

December 10, 2013

 

 

 

 

 

 

/s/ Edward J. Babbitt

 

/s/ Robert L. Walker

Edward J. Babbitt

December 10, 2013

 

Robert L. Walker

December 10, 2013

 

 

 

 

 

 

/s/ Daniel J. Downing

 

/s/ Donald J. Wuebbling

Daniel J. Downing

December 10, 2013

 

Donald J. Wuebbling

December 10, 2013

 


 

SIGNATURES

 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Guarantor has duly caused this amendment to the Registration Statement to be signed on its behalf, in the City of Cincinnati and State of Ohio on this 10th day of December 2013.

 

THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY

(Guarantor)

 

 

 

By: 

/s/ John F. Barrett

 

 

John F. Barrett, Chairman, President and CEO

 

 

 

 

 

 

 

PRINCIPAL EXECUTIVE OFFICER:

/s/ John F. Barrett

 

 

John F. Barrett, Chairman, President and CEO

 

 

December 10, 2013

 

 

 

 

 

 

 

PRINCIPAL FINANCIAL OFFICER:

/s/ Robert L. Walker

 

 

Robert L. Walker, Senior Vice President and Chief Financial Officer

 

December 10, 2013

 

 

 

 

 

 

 

PRINCIPAL ACCOUNTING OFFICER:

/s/ Bradley J. Hunkler

 

 

Bradley J. Hunkler, Vice President and Chief Accounting Officer

 

December 10, 2013

 

 

DIRECTORS:

 

/s/ John F. Barrett

 

/s/ Bradley J. Hunkler

John F. Barrett
December 10, 2013

 

Bradley J. Hunkler, Attorney-in-Fact for

Jo Ann Davidson
December 10, 2013

 

 

 

 

 

 

/s/ Bradley J. Hunkler

 

/s/ Bradley J. Hunkler

Bradley J. Hunkler, Attorney-in-Fact for

Donald A. Bliss

December 10, 2013

 

Bradley J. Hunkler, Attorney-in-Fact for

George H. Walker, III

December 10, 2013

 

 

 

 

 

 

/s/ Bradley J. Hunkler

 

/s/ Bradley J. Hunkler

Bradley J. Hunkler, Attorney-in-Fact for

James N. Clark

December 10, 2013

 

Bradley J. Hunkler, Attorney-in-Fact for

Thomas L. Williams

December 10, 2013