N-4 1 a11-28495_9n4.htm N-4

 

As filed with the Securities and Exchange Commission on October 31, 2011

Registration Nos. 333-                   and 811-08420

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM N-4

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

Pre-Effective Amendment Number

o

Post-Effective Amendment Number:

o

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

Amendment Number:  29

x

 

(Check appropriate box or boxes)

 

Western-Southern Life Assurance Company Separate Account 1

(Exact Name of Registrant)

 

Western-Southern Life Assurance 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

 

Copy to:

Michael Berenson

Senior Counsel

Morgan Lewis, Bockius LLP

1111 Pennsylvania Ave., NW

Washington, D.C. 20004-2541

(Name and Address of Agent for Service)

 

Approximate Date of Proposed Public Offering:  As soon as practicable after the effective date of this Registration Statement.

 

The Registrant hereby agrees to amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall therefore become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

Title of Securities Being Registered:  Touchstone Advisor Flexible Premium Variable Annuity

 

 


 

PART A

 

The Touchstone Advisor Prospectus dated May 1, 2006, which was filed in Registrant’s Post-Effective Amendment No. 17 on April 28, 2006 (File No. 033-79906), as amendment number 18 to Western-Southern Life Assurance Company Separate Account 2 (811-08550), is incorporated by reference into Part A of this new registration statement, filed October 31, 2011 as amendment number 29 to Western-Southern Life Assurance Company Separate Account 1 (811-08420).

 

The following amendment dated December 30, 2011 to the Prospectus dated May 1, 2006 is included in Part A of this registration statement.


 

Amendment dated December 30, 2011 to Prospectus dated May 1, 2006 for

Touchstone Advisor Flexible Premium Variable Annuity

Issued by Western-Southern Life Assurance Company

 

This is an amendment to the prospectus identified above, which describes a change in your Touchstone Advisor variable annuity contract issued by Western-Southern Life Assurance Company.  Please retain this amendment to the prospectus for future reference.

 

Effective at the close of business on December 31, 2011, the separate account supporting your variable annuity will be Western-Southern Life Assurance Company Separate Account 1.  The section of your prospectus titled “Western-Southern Life Assurance Company and the Separate Account” is hereby deleted and replaced with the following:

 

SEPARATE ACCOUNT 1

 

Western-Southern Life Assurance Company (“WSLAC”) established Separate Account 1under Ohio law on July 27, 1992.   Separate Account 1 supports the Contracts and certain other variable annuity contracts that it issues. Separate Account 1 is registered with the SEC as a unit investment trust.

 

WSLAC owns the assets of Separate Account 1, but it separates those assets from its general account assets and the assets of its other separate accounts. Liabilities from any other businesses conducted by WSLAC will not be charged to the assets of Separate Account 1. We hold the assets of Separate Account 1 exclusively for the benefit of owners and beneficiaries of the Contracts and certain other variable annuity contracts issued by WSLAC. WSLAC is obligated to pay all benefits provided under the Contracts.

 

We may allow fees that are owed to us to stay in the Separate Account, and, in that way, we can participate proportionately in Separate Account 1.  We may also periodically withdraw amounts that are earned and owed to us from Separate Account 1.

 

All references to Separate Account 2 in the prospectus to are hereby deleted and replaced with “Separate Account 1.”


 

PART B

 

The Touchstone Advisor Statement of Additional Information dated May 1, 2006, which was filed in Registrant’s Post-Effective Amendment No. 17 on April 28, 2006 (File No. 033-79906), as amendment number 18 to Western-Southern Life Assurance Company Separate Account 2 (811-08550), is incorporated by reference into Part B of this new registration statement, filed October 31, 2011 as amendment number 29 to Western-Southern Life Assurance Company Separate Account 1 (811-08420).

 

The following amendment dated December 30, 2011 to the Statement of Additional Information dated May 1, 2006 is included in Part B of this registration statement

 


 

Amendment dated December 30, 2011 to Statement of Additional Information dated May 1, 2006 for

Touchstone Advisor Flexible Premium Variable Annuity

Issued by Western-Southern Life Assurance Company

 

This is an amendment to the Statement of Additional Information identified above, which describes a change in your Touchstone Advisor variable annuity contract issued by Western-Southern Life Assurance Company.

 

Effective at the close of business on December 31, 2011, the separate account supporting your variable annuity will be Western-Southern Life Assurance Company Separate Account 1.  The following sections of the Statement of Additional Information are hereby amended as follows:

 

The section titled “DISTRIBUTION OF THE CONTRACTS,” second paragraph is deleted and replaced with the following;

 

Sales commissions attributable in part to the Touchstone Advisor Variable Annuity Contracts and paid by WSLAC to the Distributor and amounts retained by the Distributor are shown below for the periods indicated.

 

 

 

 

 

Amounts

 

Period

 

Sales Commissions Paid

 

Retained by Distributor

 

 

 

 

 

 

 

For the year ended December 31, 2008

 

$

400,969

 

$

49,322

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2009

 

$

156,924

 

$

13,800

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2010

 

$

132,239

 

$

12,625

 

 

The sections titled INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM and FINANCIAL STATEMENTS are here by deleted and replace with the following:

 

Financial Statements

 

The financial statements of Western-Southern Life Assurance Company Separate Account 1 as of December 31, 2010, and for the periods indicated in the financial statements, Western-Southern Life Assurance Company Separate Account 2 as of December 31, 2010, and for the periods indicated in the financial statements, the statutory-basis financial statements of Western-Southern Life Assurance Company (“WSLAC”) as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010, included in this Statement of Additional Information have been audited by Ernst & Young LLP, 312 Walnut Street, Cincinnati, Ohio 45202, independent registered public accounting firm, as set forth in their reports included thereon.  These financial statements are included in this registration statement in reliance on the reports of Ernst & Young LLP given on the authority of such firm as experts in accounting and auditing.

 

You should distinguish the financial statements of WSLAC from the financial statements of Separate Account 1 and consider the WSLAC financial statements only as they relate to the ability of WSLAC to meet its obligations under the Contracts.  You should not consider the WSLAC financial statements as relating to the investment performance of the assets held in Separate Account 1.

 

All references to Separate Account 2 in the Statement of Additional Information, except in the “Financial Statements” provision above, are hereby deleted and replaced with “Separate Account 1.”

 


 

PART C

 

ITEM 24 — FINANCIAL STATEMENTS AND EXHIBITS

 

(a)          All required financial statements are included in Part B.

 

Financial Statements included in Part B: [TO BE FILED BY SUBSEQUENT PRE-EFFECTIVE AMENDMENT PRIOR TO DECEMBER 30, 2011]

 

Separate Account 1 of Western-Southern Life Assurance Company:

Report of Independent Registered Public Accounting Firm

Statements of Assets and Liabilities as of December 31, 2010

Statements of Operations for the Year Ended December 31, 2010

Statements of Changes in Net Assets for the Years Ended December 31, 2010 and 2009

Notes to Financial Statements

 

Separate Account 2 of Western-Southern Life Assurance Company:

Report of Independent Registered Public Accounting Firm

Statements of Assets and Liabilities as of December 31, 2010

Statements of Operations for the Year Ended December 31, 2010

Statements of Changes in Net Assets for the Years Ended December 31, 2010 and 2009

Notes to Financial Statements

 

Description of Separate Account Merger Impact on Financial Statement Presentation

 

Western-Southern Life Assurance Company (Depositor):

Report of Independent Registered Public Accounting Firm

Balance Sheets (Statutory-Basis) as of December 31, 2010 and 2009

Statements of Operations (Statutory-Basis) for the Years Ended December 31, 2010, 2009 and 2008

Statements of Changes in Capital and Surplus (Statutory-Basis) for the Years Ended December 31, 2010, 2009 and 2008

Statements of Cash Flow (Statutory-Basis) for the Years Ended December 31, 2010, 2009 and 2008

Notes to Financial Statements (Statutory-Basis)

 

(b) Exhibits:

 

(1)                      Resolutions of the Executive Committee of the Board of Directors of Western-Southern Life Assurance Company (the “Company”) establishing Western-Southern Life Assurance Company Separate Account 2. (7)

 

(2)                      Not Applicable.

 

(3)                      (a)                      Distributor Agreement between the Company (on behalf of Separate Account 2) and Touchstone Securities, Inc. (3)

 

(b)                     Commission Schedule. (3)

 

(c)                      Specimen General Agency Agreement between Touchstone Securities, Inc. and its dealers. (6)

 

(4)                      (a)                      Specimen Touchstone Advisor Variable Annuity Contract 9408-5570-WSA. (7)

 

(b)                     Specimen Endorsement for SIMPLE IRA 9801-5600 WSA END.(6)

 

(c)                      Specimen Endorsement for IRA 9801-5606 WSA END. (6)

 

(d)                     Specimen Endorsement for SEP-IRA 9801-5614 WSA END. (6)

 

(e)                      Specimen Tax Sheltered Annuity Endorsement 9801-5620 WSA END. (7)

 

(f)                        Specimen Endorsement for Roth IRA 9801-5607 WSA END. (6)

 

1


 

(g)                     Specimen 401 Plan Endorsement 9801-5611 WSA END. (6)

 

(h)                     Specimen Endorsement 9912-5571 WSA END. (10)

 

(5)                      Specimen Application Form for Touchstone Advisor Variable Annuity Contract DO-11-IFS-VARII-9805. (7)

 

(6)                      (a)                      Amended Articles of Incorporation of the Company. (1)

 

(b)                     Amended Code of Regulations of the Company. (1)

 

(7)                      Not Applicable.

 

(8)                      (a)                      Administration Agreement between Investors Bank & Trust Company and Select Advisors Variable Insurance Trust (“VIT”) n/k/a Touchstone Variable Series Trust (“TVST”). (2)

 

(b)                     Fund Accounting Agreement between Investors Bank & Trust Company and VIT n/k/a TVST. (2)

 

(c)                      Amended and Restated Custodian Agreement between Investors Bank & Trust Company and VIT n/k/a TVST. (8)

 

(d)                     Restated and Amended Sponsor Agreement between Touchstone Advisors, Inc. and TVST. (9)

 

(e)                      (i)                                     Fund Participation Agreement between Western-Southern Life Assurance Company (“WSLAC”) and VIT n/k/a TVST. (9)

 

(ii)                                  Amendment No. 1 to Fund Participation Agreement between WSLAC and TVST. (9)

 

(iii)                               Participation Agreement among The Alger American Fund, WSLAC and Fred Alger & Company. (9)

 

(iv)                              Service Agreement between Fred Alger Management Inc. and WSLAC. (9)

 

(v)                                 Participation Agreement among AIM Variable Insurance Funds, Inc., WSLAC and Touchstone Securities, Inc. (9)

 

(vi)                              Participation Agreement among MFS Variable Insurance Trust, WSLAC and Massachusetts Financial Services Company. (9)

 

(vii)                           Participation Agreement among WSLAC, PIMCO Variable Insurance Trust and PIMCO Funds Distributors LLC. (9)

 

(viii)                        Service Agreement between PIMCO Funds Distributors LLC and WSLAC. (9)

 

(ix)                                Administrative Services Agreement between WSLAC and AIM Advisors, Inc. (9)

 

(x)                                   Second Amendment to Fund Participation Agreement between WSLAC and TVST. (11)

 

(xi)                                Third Amendment to Fund Participation Agreement between WSLAC and TVST. (11)

 

(xii)                             Amendment No. 1 to Participation Agreement between The Alger American Fund, WSLAC and Fred Alger & Company (11)

 

(xiii)                          Amendment No. 1 to Participation Agreement among WSLAC, PIMCO Variable Insurance Trust and PIMCO Funds Distributors LLC (11)

 

(xiv)                         Participation Agreement among Deutsche Asset Management VIT Funds, Bankers Trust Company, and WSLAC. (11)

 

(xv)                            Administrative Services Agreement between WSLAC and Bankers Trust Company. (11)

 

(xvi)                         Amendment No. 1 to Participation Agreement among Deutsche Asset Management VIT Funds, Bankers Trust Company and WSLAC (11)

 

(xvii)                      Amendment No. 1 to Administrative Services Agreement between WSLAC and Bankers Trust Company (11)

 

(xviii)                   Amendment to Participation Agreement among WSLAC, PIMCO Variable Insurance Trust and PIMCO Funds Distributors LLC (12)

 

(xix)                           Amendment to Participation Agreement between WSLAC and TVST (13)

 

2


 

(xx)                              Participation Agreement among Putnam Variable Trust, Putnam Retail Management, L.P., and Western-Southern Life Assurance Company (13)

 

(9)                      Opinion and Consent of Rhonda S. Malone, Esq.  (filed herewith)

 

(10)                Consent of Independent Registered Public Accounting Firm. [TO BE FILED BY SUBSEQUENT PRE-EFFECTIVE AMENDMENT PRIOR TO DECEMBER 30, 2011]

 

(11)                Not Applicable.

 

(12)                Not Applicable.

 

(13)                Schedule for Computation of Performance Quotations provided in Registration Statement in response to Item 21. (3)

 

(14)                Powers of Attorney of each members of the Board of Directors of Western-Southern Life Assurance Company, specifically 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 October 18, 2011, and Donald A Bliss dated October 20, 2011. (filed herewith)

 

(1)                      Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on April 29, 1996 (File No. 33-79906)

 

(2)                      Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement of TVST filed with the SEC on February 28, 1997 (File Nos. 033-76566 and 811-08416)

 

(3)                      Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement filed with the SEC on April 30, 1998 (File Nos. 033-79906 and 811-08550)

 

(4)                      Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement filed with the SEC on May 1, 1998 (File Nos. 033-76582 and 811-08420)

 

(5)                      Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement of TVST filed with the SEC on July 30, 1998  (File Nos. 033-76566 and 811-08416)

 

(6)                      Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement filed with the SEC on November 5, 1998 (File Nos. 033-76582 and 811-8420)

 

(7)                      Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement filed with the SEC on November 5, 1998 (File Nos. 033-79906 and 811-08550)

 

(8)                      Incorporated herein by reference to Post-Effective Amendment No. 11 to the Registration Statement of Touchstone Variable Series Trust filed with the SEC on April 30, 1999 (File Nos. 033-76566 and 811-08416).

 

(9)                      Incorporated herein by reference to Post-Effective Amendment No. 11 to the Registration Statement of Western-Southern Life Assurance Company Separate Account 1 filed with the SEC on April 28, 2000 (File Nos. 033-76582 and 811-08420).

 

(10)                Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement filed with the SEC on April 28, 2000 (File Nos. 033-79906 and 811-08550).

 

(11)                Incorporated herein by reference to Post-Effective Amendment No. 11 to the Registration Statement filed with the SEC on April 27, 2001 (File Nos. 033-79906 and 811-08550).

 

(12)                Incorporated herein by reference to Post-Effective Amendment No. 12 to the Registration Statement filed with the SEC on April 26, 2002 (File Nos. 033-79906 and 811-

 

3


 

08550).

 

(13)                Incorporated herein by reference to Post-Effective Amendment No. 14 to the Registration Statement of Western-Southern Life Assurance Company Separate Account 1 filed with the SEC on April 30, 2003 (File Nos. 033-76582 and 811-08420).

 

ITEM 25. — DIRECTORS AND OFFICERS OF THE DEPOSITOR

 

The directors and officers of the Company are listed below. Unless otherwise noted, the principal business address of all persons listed in Item 25 is 400 Broadway, Cincinnati, Ohio 45202.

 

John F. Barrett

 

Chairman of the Board and Director,

 

 

Chief Executive Officer and President

 

 

 

Donald A. Bliss

 

Director

10892 East Fanfol Lane

 

 

Scottsdale, Arizona 85259

 

 

 

 

 

James N. Clark

 

Director and Secretary

 

 

 

Jo Ann Davidson

 

Director

37 West Broad Street, Suite 970

 

 

Columbus, OH 43215

 

 

 

 

 

Eugene P. Ruehlmann

 

Director

Vorys, Sater, Seymour and Pease

 

 

Suite 2100 Atrium Two

 

 

221 East Fourth Street

 

 

Cincinnati, Ohio 45202

 

 

 

 

 

George V. Voinovich

 

Director

17820 Rosecliff Road

 

 

Cleveland, OH 44119

 

 

 

 

 

George H. Walker, III

 

Director

19 Portland Place

 

 

St. Louis, MO 63108

 

 

 

 

 

Thomas L. Williams

 

Director

212 East Third Street

 

 

Suite 300

 

 

Cincinnati, Ohio 45202

 

 

 

John F. Barrett

 

Chairman of the Board, President and Chief Executive Officer

Edward J. Babbitt

 

Vice President and Senior Counsel

Troy D. Brodie

 

Vice President

Keith W. Brown

 

Vice President and Chief Underwriter

Kim R. Chiodi

 

Vice President

Keith T. Clark, M.D.

 

Vice President and Medical Director

Robert J. DalSanto

 

Vice President

James J. DeLuca

 

Vice President

Bryan C. Dunn

 

Senior Vice President and Chief Marketing Officer

Lisa B. Fangman

 

Vice President

Clint D. Gibler

 

Senior Vice President and Chief Information Officer

Stephen P. Hamilton

 

Vice President

Daniel W. Harris

 

Vice President

Noreen J. Hayes

 

Senior Vice President

David T. Henderson

 

Vice President and Chief Risk Officer

Kevin L. Howard

 

Vice President and Associate General Counsel

 

4


 

Bradley J. Hunkler

 

Vice President and Chief Accounting Officer

Carroll R. Hutchinson

 

Senior Vice President

Robert S. Kahn

 

Vice President

Phillip E. King

 

Vice President and Auditor

Richard A. Krawczeski

 

Vice President

Michael J. Laatsch

 

Vice President

Harold V. Lyons

 

Vice President

Constance M. Maccarone

 

Senior Vice President

Jill T. McGruder

 

Senior Vice President

J. J. Miller

 

Senior Vice President

Michael R. Moser

 

Vice President and Chief Compliance Officer

Nora E. Moushey

 

Senior Vice President and Chief Actuary

Jonathan D. Niemeyer

 

Senior Vice President and General Counsel

Gene A. Patterson

 

Vice President

Keith M. Payne

 

Vice President

Douglas I. Ross

 

Vice President and Chief Technology Officer

Mario J. San Marco

 

Vice President

Nicholas P. Sargen

 

Senior Vice President and Chief Investment Officer

Denise L. Sparks

 

Vice President

Jeffrey L. Stainton

 

Vice President and Associate General Counsel

Thomas M. Stapleton

 

Vice President

Richard K. Taulbee

 

Vice President

David E. Theurich

 

Vice President

James J. Vance

 

Vice President and Treasurer

Robert L. Walker

 

Senior Vice President and Chief Financial Officer

Donald J. Wuebbling

 

Secretary and Counsel

Michael J. Altenau

 

Counsel

Daniel G. Armstrong

 

Assistant Vice President

Michael N. Barnett

 

Senior Counsel

Kenneth L. Black

 

Assistant Vice President

Thomas A. Candiano

 

Divisional Vice President

John K. Clifton

 

Divisional Vice President

William J. Davis

 

Assistant Vice President

David L. DiMartino

 

Assistant Vice President

Douglas E. Dixon

 

Assistant Vice President

Brian A. Eichhold

 

Assistant Vice President and Assistant Secretary

Gary J. Enzweiler

 

Assistant Vice President

Carlos G. Escobar

 

Assistant Vice President

James M. Essex

 

Assistant Vice President

Wade M. Fugate

 

Assistant Vice President and Assistant Controller

Andrew J. Gill

 

Assistant Vice President

Edward W. Grout

 

Assistant Treasurer

Sid B. Gutzwiller

 

Assistant Vice President

Beth R. Hammond

 

Assistant Vice President

Mark A. Hester

 

Assistant Vice President

Stephen G. Hussey, Jr.

 

Assistant Vice President

Scott E. Kaplan

 

Divisional Vice President

Theresa R. Koester

 

Associate Medical Director

Linda M. Lake

 

Assistant Vice President

Matthew W. Loveless

 

Assistant Vice President

Larry G. Lunsford

 

Assistant Vice President

Joseph H. Lynch, Jr.

 

Assistant Vice President

Rhonda S. Malone

 

Counsel

Michael Marchese, III

 

Assistant Vice President

Marianne Marshall

 

Assistant Treasurer

David J. Menke

 

Senior Counsel

 

5


 

Barbara A. Miller

 

Assistant Vice President

Mark W. Murphy

 

Assistant Vice President

Donald P. Myers

 

Assistant Vice President

Robert F. Noschang

 

Assistant Vice President

Thomas J. O’Connell

 

Associate Medical Director

Donna J. Parobek

 

Assistant Vice President

Douglas B. Perry

 

Assistant Vice President and Assistant Treasurer

Mark W. Pfefferman

 

Assistant Vice President

Gerald R. Pintarich

 

Divisional Vice President

Ronald T. Poland

 

Assistant Vice President

Daniel B. Redman

 

Divisional Vice President

Steven O. Reeves

 

Divisional Vice President

Lori A. Rochford

 

Assistant Vice President

Rita A. Roeper

 

Assistant Vice President

Gregory G. Rowe

 

Assistant Secretary

Gerald J. Rusnak

 

Assistant Vice President

Joseph P. Santos

 

Assistant Vice President

William T. Schemmel

 

Counsel

Michael J. Schmidt

 

Assistant Vice President

Travis D. Schraffenberger

 

Assistant Vice President

Greg A. Shaeffer

 

Divisional Vice President

Andrew P. Shull

 

Assistant Vice President

H. Bill Sizemore, Jr.

 

Divisional Vice President

William R. Skidmore

 

Assistant Vice President

Marilyn J. Smith

 

Assistant Vice President

Rodrick L. Snyder

 

Assistant Vice President

Timothy D. Speed

 

Assistant Vice President and Assistant Secretary

Thomas R. Stanek

 

Assistant Treasurer

Cheryl J. Stotts

 

Assistant Vice President and Assistant Treasurer

John A. Tak

 

Assistant Vice President

Charles L. Thomas

 

Assistant Treasurer

Robert E. Turner

 

Assistant Vice President

Gerald J. Ulland

 

Assistant Vice President

Dean F. Vonderheide

 

Assistant Vice President

Patrick F. Walsh

 

Assistant Vice President

Patricia J. Wilson

 

Assistant Vice President

 

ITEM 26. — PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT

 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

506 Phelps Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC and 2% owned by Eagle Realty Investments, Inc.

 

owns real estate

Airport Exchange Hotel Partners

 

Kentucky

 

General Partnership

 

74% owned by WS Airport Exchange GP, LLC; 1% owned by Eagle Realty Investments, Inc. (ERI)

 

owns/operates real estate

Autumn Village Apartments, LLC

 

Georgia

 

LLC

 

100% owned by Country Place Associates

 

owns real estate

Axis Perimeter Center GP, LLC

 

Ohio

 

LLC

 

100% owned by Eagle Realty Investments, Inc.

 

owns real estate

Baton Rouge Cottages Investor, LLC

 

Ohio

 

LLC

 

100% owned by Baton Rouge Housing Holdings, LLC

 

owns real estate

Baton Rouge Housing

 

Ohio

 

LLC

 

98% owned by WSLIC and 2% owned by

 

owns real estate

 

6


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

Holdings, LLC

 

 

 

 

 

Eagle Realty Investments, Inc.

 

 

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

 

100% owned by Fort Washington Investment Advisors, Inc.

 

private equity fund management

Capital Analysts Incorporated

 

Delaware

 

Corporation

 

100% owned by Columbus Life Insurance Company (CLIC)

 

broker-dealer and investment advisor

Carmel Holdings, LLC

 

Ohio

 

LLC

 

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

 

owns real estate entity

Carmel Hotel Investor, LLC

 

Ohio

 

LLC

 

100% owned by Carmel Holdings, LLC

 

owns real estate entity

Carmel Hotel, LLC

 

Indiana

 

LLC

 

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

 

owns/operates real estate

Carthage Senior Housing, Ltd.

 

Ohio

 

LLC

 

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

 

owns/operates real estate

CDC-Baton Rouge, LLC

 

Alabama

 

LLC

 

59% owned by Baton Rouge Cottages Investor, LLC

 

owns real estate

Centreport Hotels LLC

 

Texas

 

LLC

 

75% owned by ERI

 

owns/operates real estate

Centreport Partners LP

 

Texas

 

Limited Partnership

 

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

 

owns/operates real estate

Cleveland East Hotel, LLC

 

Ohio

 

LLC

 

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

 

owns/operates real estate

CLIC Agency, Inc.

 

Ohio

 

Corporation

 

100% owned by Columbus Life Insurance Company

 

insurance agency

Columbus Life Insurance Company

 

Ohio

 

Corporation

 

100% owned by WSLIC

 

 

Country Place Associates

 

Ohio

 

General Partnership

 

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

 

owns/operates real estate

Courtyard Nursing Care, LLC.

 

Ohio

 

LLC

 

100% owned by WSLAC

 

owns/operates real estate

Day Hill Road Land LLC

 

Connecticut

 

LLC

 

74% owned by W&S Real Estate Holdings, LLC and 1% owned by Eagle Realty Investments, Inc.

 

owns real estate

Dublin Hotel LLC

 

Ohio

 

LLC

 

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

 

owns/operates real estate

Eagle Realty Group, LLC

 

Ohio

 

LLC

 

100% owned by W&S Operating Holdings, LLC

 

real estate holding company

Eagle Realty Investments, Inc. (ERI)

 

Ohio

 

Corporation

 

100% owned by Eagle Realty Group, LLC

 

real estate

Fort Washington Active Fixed Income LLC

 

Delaware

 

LLC

 

Managing Member Fort Washington Fixed Income LLC and investors include WSLIC

 

managing member for private fixed income fund

Fort Washington Capital Partners, LLC (FWCP)

 

Delaware

 

LLC

 

100% owned by FWIA

 

managing partner for numerous private equity funds

Fort Washington Fixed Income LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

private fixed income fund

 

7


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

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

 

100% owned by W&S Operating Holdings, LLC

 

investment adviser

Fort Washington Private Equity Investors II, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors III, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors IV, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP and investors include WSLIC

 

private equity fund

Fort Washington Private Equity Investors V, L.P.

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

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

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

Fort Washington Private Equity Investors VI, L.P.

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

Fort Washington Private Equity Investors VII, L.P.

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

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

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

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

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

Fort Washington Savings Company

 

Ohio

 

Corporation

 

100% owned by WSLIC

 

bank

FWPEI V GP, LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

three private equity funds’ general partner

FWPEI VI GP, LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

private equity fund general partner

FWPEI VII GP, LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

private equity fund general partner

FWPEO II GP, LLC

 

Delaware

 

LLC

 

100% owned by Fort Washington Investment Advisors, Inc.

 

private equity fund management

Galveston Summerbrooke Apts., LLC

 

Texas

 

LLC

 

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

 

owns/operates real estate

Grelot Cody Apartments, LLC

 

Ohio

 

LLC

 

100% owned by Vinings Trace, LLC

 

owns real estate

GS Beach Club, LLC

 

Delaware

 

LLC

 

76.5% owned by Winkler Extension Apartments Investor, LLC

 

owns real estate

GS Yorktown Apartments, LP

 

Delaware

 

Limited Partnership

 

59% owned by YT Crossing Apartments Investor, LLC and 1% by Eagle Realty Investments, Inc.

 

owns real estate

IFS Agency Services, Inc.

 

Pennsylvania

 

Corporation

 

100% owned by IFS Financial Services, Inc.

 

general insurance agency

 

8


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

IFS Financial Services, Inc. (IFS)

 

Ohio

 

Corporation

 

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

 

development and marketing of financial products for distribution

IFS General Agency, Inc.

 

Pennsylvania

 

Corporation

 

100% owned by IFS Financial Services, Inc.

 

general insurance agency

IFS Insurance Agency, Inc.

 

Ohio

 

Corporation

 

99% owned by IFS

 

general insurance agency

Insurance Profillment Solutions, LLC

 

Ohio

 

LLC

 

100% owned by WSLIC

 

insurance marketing services

IR Mall Associates, Ltd.

 

Florida

 

Limited Partnership

 

49.50% owned by WSLIC

 

owns/operates real estate

IR Mall Company, L.C.

 

Florida

 

LLC

 

50% owned by ERI

 

owns/operates real estate

Integrity Life Insurance Company

 

Ohio

 

Corporation

 

100% owned by WSLIC

 

Insurance company

Kentucky Co-Investment Partners, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP

 

private equity fund

LaFrontera Hotel LLC

 

Texas

 

LLC

 

75% owned by ERI

 

owns/operates real estate

LaFrontera Lodging Partners LP

 

Texas

 

Limited Partnership

 

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

 

owns/operates real estate

LeRoy Glen Investment, LLC

 

Ohio

 

LLC

 

 

 

owns real estate

Lookout Corporate Center

 

Ohio

 

Joint Venture

 

50% owned by WS Lookout GP, LLC

 

owns/operates real estate

Mallard Sherburn Apartments, LLC

 

Ohio

 

LLC

 

100% owned by WSLIC

 

owns real estate

Meritage Apartments Investors, LLC

 

Texas

 

LLC

 

100% owned by North Braeswood Meritage Holdings, 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

National Integrity Life Insurance Company

 

New York

 

Corporation

 

100% owned by ILIC

 

 

NEO Capital Fund, LP

 

Delaware

 

Limited Partnership

 

General Partner is BVP NEO, LLC

 

private equity fund

New Mexico Co-Investment Partners, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP

 

private equity fund

North Braeswood Meritage Holdings, LLC

 

Ohio

 

LLC

 

100% owned by WSLAC

 

owns real estate

North Pittsburgh Hotel LLC

 

Pennsylvania

 

LLC

 

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

 

owns/operates real estate

Northeast Cincinnati Hotel LLC

 

Ohio

 

LLC

 

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

 

owns/operates real estate

OTR Housing Associates, L.P.

 

Ohio

 

Limited Partnership

 

98% owned by WSLIC; 1% owned by ERI

 

owns/operates real estate

OTR Redevelopment Group, LLC

 

Ohio

 

LLC

 

100% owned by OTR Walnut Housing, Ltd.

 

owns real estate

 

9


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

OTR Transitional Housing, L.P.

 

Ohio

 

Limited Partnership

 

99% owned by WSLIC

 

owns/operates real estate

OTR-Walnut Housing, Ltd.

 

Ohio

 

LLC

 

100% owned by ERI

 

owns/operates real estate

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

 

Limited Partnership

 

General Partner is Peppertree Partners, LLC

 

private equity fund

Peppertree Fund, LP

 

Delaware

 

Limited Partnership

 

General Partner is Peppertree Partners, LLC

 

private equity fund

Peppertree Partners, LLC

 

Ohio

 

LLC

 

100% voting interest owned by Fort Washington Investment Advisors, Inc.

 

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

 

100% owned by Prairie Lakes Holdings, LLC

 

owns real estate

Prairie Lakes Apartments, LLC

 

Indiana

 

LLC

 

65% total WS affiliated ownership (64% by Prairie Lakes Apartments Investor, LLC and 1% by Eagle Realty Investments, Inc.)

 

owns real estate

Prairie Lakes Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC and 2% owned by Eagle Realty Investments, Inc.

 

owns real estate

Queen City Square Development I, LLC

 

Ohio

 

LLC

 

100% owned by Eagle Realty Group, LLC

 

operation of real estate

Queen City Square, LLC

 

Ohio

 

LLC

 

100% owned by The Western and Southern Life Insurance Company (WSLIC)

 

owns/operates real estate

Race Street Development, Ltd.

 

Ohio

 

LLC

 

100% owned by W&S Real Estate Holdings, LLC

 

owns/operates real estate

Ridgegate Apartments Investor, LLC

 

Ohio

 

LLC

 

100% owned by Ridgegate Holdings, LLC

 

owns real estate

Ridgegate Commonwealth Apartments, LLC

 

Colorado

 

LLC

 

55% total WS affiliated ownership (44% by Ridgegate Apartments Investor, LLC and 1% by Eagle Realty Investments, Inc.)

 

owns real estate

Ridgegate Holdings, LLC

 

Ohio

 

LLC

 

98% owned by WSLIC and 2% owned by Eagle Realty Investments, Inc.

 

owns real estate

Seasons Health Care Limited Partnership

 

Ohio

 

Limited Partnership

 

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

 

owns/operates real estate

Sedona Apartments, LP

 

Texas

 

Limited Partnership

 

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

 

owns real estate

Sedona Apts GP, LLC

 

Texas

 

LLC

 

100% owned by North Braeswood Meritage Holdings, LLC

 

owns real estate

Sedona Apts Investors L.P.

 

Texas

 

Limited Partnership

 

100% owned by North Braeswood Meritage Holdings, LLC

 

owns real estate

Seventh and Culvert Garage, LLC

 

Ohio

 

LLC

 

100% owned by W&S Real Estate Holdings, LLC

 

owns real estate

Shelbourne Campus Properties, LLC

 

Delaware

 

LLC

 

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

 

owns/operates real estate

 

10


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

Shelbourne Holdings, LLC

 

Ohio

 

LLC

 

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

 

owns real estate entity

Shelbourne Housing Investor, LLC

 

Ohio

 

LLC

 

100% owned by Shelbourne Holdings, LLC

 

owns real estate entity

Sixth and Race Development, LLC

 

Ohio

 

LLC

 

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

 

owns/operates real estate

Skyport Hotel LLC

 

Kentucky

 

LLC

 

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

 

owns/operates real estate

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

 

100% owned by Summerbrooke Holdings, LLC

 

owns real estate entity

Summerbrooke Holdings, LLC

 

Ohio

 

LLC

 

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

 

owns real estate entity

Sundance Hotel Investor, LLC

 

Ohio

 

LLC

 

100% owned by Sundance LaFrontera Holdings, LLC

 

owns real estate

Sundance Hotel, LLC

 

Texas

 

LLC

 

74% by Sundance Hotel Investor, LLC and 1% by Eagle Realty Investments, Inc.

 

owns real estate

Sundance LaFrontera Holdings, LLC

 

Ohio

 

LLC

 

98% by WSLIC and 2% owned by Eagle Realty Investments, Inc.

 

owns real estate

The Lafayette Life Insurance Company

 

Indiana

 

Corporation

 

100% owned by Western & Southern Financial Group, Inc. (WSFG)

 

 

The Ohio Capital Fund LLC

 

Ohio

 

LLC

 

Managed by Buckeye Venture Partners, LLC

 

state funded private equity fund

The Western and Southern Life Insurance Company (WSLIC)

 

Ohio

 

Corporation

 

100% owned by WSFG

 

 

Touchstone Advisors, Inc.

 

Ohio

 

Corporation

 

100% owned by IFS

 

registered investment adviser

Touchstone Securities, Inc.

 

Nebraska

 

Corporation

 

100% owned by WSLAC

 

securities broker-dealer

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

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

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

 

Delaware

 

Limited Partnership

 

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

 

private equity fund

Tri-State Ventures II, LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

private equity fund

Tri-State Ventures, LLC

 

Delaware

 

LLC

 

100% owned by FWIA

 

private equity fund

Union Centre Hotel LLC

 

Ohio

 

LLC

 

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

 

owns/operates real estate

Uptown Denver Apartment Holdings, LLC

 

Ohio

 

LLC

 

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

 

owns real estate entity

Uptown Denver Investor, LLC

 

Ohio

 

LLC

 

100% owned by Uptown Denver Apartment Holdings, LLC

 

owns real estate entity

Vinings Trace, LLC

 

Indiana

 

LLC

 

99% owned by WSLIC, 1% owned by ERI

 

owns/operates real estate

Vulcan Hotel LLC

 

Alabama

 

LLC

 

25% owned by WSLIC; 49% owned by

 

owns/operates real

 

11


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

 

 

 

 

 

 

WSLR Birmingham LLC; 1% owned by ERI

 

estate

W&S Brokerage Services, Inc.

 

Ohio

 

Corporation

 

100% owned by WSLAC

 

investment advisor and broker dealer

W&S Financial Group Distributors, Inc.

 

Ohio

 

Corporation

 

100% owned by IFS

 

general insurance agency

W&S Operating Holdings, LLC

 

Ohio

 

LLC

 

100% owned by WSLIC

 

ownership of operating entities

W&S Real Estate Holdings, LLC

 

Ohio

 

LLC

 

100% owned by WSLIC

 

owns real estate entity

WestAd Inc.

 

Ohio

 

Corporation

 

100% owned by WSLIC

 

advertising, book selling and publishing

Western & Southern Agency, Inc.

 

Ohio

 

Corporation

 

100% owned by WSLIC

 

general insurance agency

Western & Southern Financial Fund Inc

 

Ohio

 

Non Profit Corporation

 

 

 

charitable giving

Western & Southern Financial Group, Inc. (WSFG)

 

Ohio

 

Corporation

 

100% owned by WSMHC

 

holding company

Western & Southern Mutual Holding Company (WSMHC)

 

Ohio

 

Mutual Insurance Holding Co

 

 

 

 

Windsor Hotel LLC

 

Connecticut

 

LLC

 

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

 

owns/operates real estate

Winkler Extension Apartments Investor, LLC

 

Ohio

 

LLC

 

100% owned by a trust for Separate Account A

 

owns real estate

Wright Executive Hotel Limited Partners

 

Ohio

 

Limited Partnership

 

60.50% owned by WSLIC; 0.61% owned by WS Wright Hotel GP, LLC

 

owns/operates real estate

WS Airport Exchange GP, LLC

 

Ohio

 

LLC

 

100% owned by W&S Real Estate Holdings, LLC

 

owns/operates real estate

WS Country Place GP, LLC

 

Ohio

 

LLC

 

100% owned by W&S Real Estate Holdings, LLC

 

owns/operates real estate

WS Lookout JV, LLC

 

Ohio

 

LLC

 

100% owned by WSLIC

 

owns/operates real estate

WS Wright Hotel GP, LLC

 

Ohio

 

LLC

 

100% owned by 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% owned by Eagle

 

owns/operates real estate

WSL Partners, L.P.

 

Delaware

 

Limited Partnership

 

general partner is FWCP and investors include WSLIC

 

private equity fund

WSLR Birmingham LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

WSLR Cincinnati LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

WSLR Columbus LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

WSLR Dallas LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

 

12


 

Affiliate

 

State

 

Entity Type

 

Ownership

 

Type of Business

WSLR Hartford LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

WSLR Holdings LLC

 

Delaware

 

LLC

 

24.49% owned by WSLIC

 

owns real estate entity

WSLR LLC

 

Delaware

 

LLC

 

100% owned by WSLR Holdings, LLC

 

owns real estate entity

WSLR Skyport LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

WSLR Union LLC

 

Ohio

 

LLC

 

100% owned by WSLR LLC

 

owns real estate

YT Crossing Apartments Investor, LLC

 

Ohio

 

LLC

 

100% owned by YT Crossing Holdings, LLC

 

owns real estate

YT Crossing Holdings, LLC

 

Ohio

 

LLC

 

98% by WSLIC and 2% owned by Eagle Realty Investments, Inc.

 

owns real estate

 

ITEM 27. — NUMBER OF CONTRACT OWNERS

 

As of October 20, 2011, there were 18 owners of qualified and non-qualified contracts pursuant to this Registration Statement.

 

ITEM 28. — INDEMNIFICATION

 

The Amended Code of Regulations of the Company provides that, to the fullest extent not prohibited by applicable law, the Company shall indemnify each director, officer and employee against any and all costs and expenses (including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such director, officer or employee in connection with any action, suit, investigation or proceedings (or any claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, including any settlements thereof of any appeals therein, with respect to which such director, officer or employee is named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a director, officer or employee of the Company, or, at the direction or request of the Company, a director, trustee, officer, administrator, manager, employee, adviser or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan; provided, however, that no person shall be indemnified to the extent, if any, that the directors of the Company, acting at a meeting at which a quorum of directors who are not parties to or threatened with any such action, suit, investigation or proceeding, determine that such indemnification is contrary to applicable law.

 

Any director of the Company who is a party to or threatened with any such action, suit, investigation or proceeding shall not be qualified to vote; and if for this reason a quorum of directors, who are not disqualified from voting by reason of being parties to or threatened with such action, suit, investigation or proceeding, cannot be obtained, such determination shall be made by three attorneys at law, who have not theretofore represented the Company in any matter and who shall be selected by all of the officers and directors of the Company who are not parties to or threatened with any such action, suit, investigation or proceeding. If there are no officers or directors who are qualified to make such selection, the selection shall be made by a Judge of the Court of Common Pleas of Hamilton County, Ohio. Such indemnification shall not be deemed exclusive of any other right to which such director, officer or employee may be entitled under the Company’s articles of incorporation, code of regulations, any agreement, any insurance purchased by the Company, vote of shareholders or otherwise.

 

The Board of Directors of the Company also may, in its discretion, secure and maintain insurance policies against any liability asserted against and incurred by any of the Company’s directors, officers or employees.

 

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 trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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 issues.

 

13


 

ITEM 29. — PRINCIPAL UNDERWRITERS

 

(a)                    Touchstone Securities, Inc. (Touchstone Securities) is the principal underwriter for Separate Account 1 of Western-Southern Life Assurance Company.  Touchstone Securities also serves as an underwriter for Separate Accounts I, II and VUL of Integrity Life Insurance Company, Separate Accounts I and II of National Integrity Life Insurance Company, Western-Southern Life Assurance Company’s Separate Accounts 2, Columbus Life Insurance Company Separate Account I and for the shares of 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

Donald J. Wuebbling(1)

Director

 

 

Officers:

 

Steven M. Graziano

President

Jill T. McGruder

Chief Executive Officer

Sharon L. Karp

Vice President

Richard K. Taulbee(1)

Vice President

Patricia J. Wilson

Vice President

Brian E. Hirsch

Chief Compliance Officer

James J. Vance

Vice President and Treasurer

Terrie A. Wiedenheft

Chief Financial Officer

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

 

Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by the Company at 400 Broadway, Cincinnati, Ohio 45202.

 

ITEM 31. — MANAGEMENT SERVICES

 

Not Applicable.

 

ITEM 32. — UNDERTAKINGS Registrant undertakes to:

 

(a)                      file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the Contracts may be accepted;

 

(b)                     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; and

 

(c)                      deliver any Statement of Additional Information and any financial statements

 

14


 

required to be made available under this Form promptly upon written or oral request directed to the address or telephone number contained in the Prospectus.

 

Pursuant to Section 26(f) of the Investment Company Act of 1940, as amended, Western-Southern Life Assurance Company represents that, with respect to the Contracts registered with the Commission by this Registration Statement, as it may be amended, and offered by the Prospectus included in this Registration Statement, all fees and charges imposed for any purpose and in any manner and deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Western-Southern Life Assurance Company.

 

Depositor 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.

 

15


 

SIGNATURES

 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant and the Depositor have duly caused this Registration Statement to be signed on their behalf, in the City of Cincinnati and State of Ohio on this 12th day of October, 2011.

 

 

 

WESTERN-SOUTHERN LIFE ASSURANCE COMPANY

 

 

SEPARATE ACCOUNT 1

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

By: Western-Southern Life Assurance Company

 

 

(Depositor)

 

 

 

 

 

 

 

 

 

By:

/s/ John F. Barrett

 

 

 

  John F. Barrett, Chairman, President and CEO

 

 

 

 

 

 

 

 

WESTERN-SOUTHERN LIFE ASSURANCE COMPANY

 

 

(Depositor)

 

 

 

 

 

 

 

 

 

By:

/s/ John F. Barrett

 

 

 

  John F. Barrett, Chairman, President and CEO

 

 


 

SIGNATURES

 

As required by the Securities Act of 1933, the Depositor has duly caused this Registration Statement to be signed on its behalf, in the City of Cincinnati and State of Ohio on this 12th day of October, 2011.

 

 

WESTERN-SOUTHERN LIFE ASSURANCE COMPANY

 

 

(Depositor)

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ John F. Barrett

 

 

 

  John F. Barrett, Chairman, President and CEO

 

 

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

 

 

 

 

PRINCIPAL EXECUTIVE OFFICER:

/s/ John F. Barrett

 

 

John F. Barrett, Chairman, President and CEO

 

 

October 12, 2011

 

 

 

 

 

 

 

PRINCIPAL FINANCIAL OFFICER:

/s/ Robert L. Walker

 

 

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

 

October 12, 2011

 

 

 

 

 

 

 

PRINCIPAL ACCOUNTING OFFICER:

/s/ Robert L. Walker

 

 

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

 

October 12, 2011

 

 

DIRECTORS:

 

/s/ John F. Barrett

 

/s/ Bradley J. Hunkler

John F. Barrett

 

Bradley J. Hunkler, Attorney-in-Fact for

October 12, 2011

 

Eugene P. Ruehlmann

 

 

October 12, 2011

 

 

 

 

 

 

/s/ Bradley J. Hunkler

 

/s/ Bradley J. Hunkler

Bradley J. Hunkler, Attorney-in-Fact for

 

Bradley J. Hunkler, Attorney-in-Fact for

Donald A. Bliss

 

George H. Walker, III

October 12, 2011

 

October 12, 2011

 

 

 

 

 

 

/s/ Bradley J. Hunkler

 

/s/ Bradley J. Hunkler

Bradley J. Hunkler, Attorney-in-Fact for

 

Bradley J. Hunkler, Attorney-in-Fact for

James N. Clark

 

Thomas L. Williams

October 12, 2011

 

October 12, 2011

 

 

 

 

 

 

/s/ Bradley J. Hunkler

 

 

Bradley J. Hunkler, Attorney-in-Fact for

 

 

Jo Ann Davidson

 

 

October 12, 2011