485APOS 1 nav485a.txt As filed with the Securities and Exchange Commission on May 1, 2008 Registration No. 333-137531 and 811-21952 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT No. 8 and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 POST-EFFECTIVE AMENDMENT No. 16 Registrant Old Mutual Financial Network Separate Account VA Depositor OM Financial Life Insurance Company 1001 Fleet Street, Baltimore, Maryland 21202 (800) 445-6758 Agent for Service: Eric Marhoun, General Counsel Old Mutual Financial Network 1001 Fleet Street - 6th Floor, Legal Baltimore, Maryland 21202 E-mail: eric.marhoun@omfn.com 410-895-0082 Copies to Marvin "Chip" Lunde III Jorden Burt LLP 1025 Thomas Jefferson St NW, Suite 400 Washington, DC 20007-5208 E-mail: mcl@jordenusa.com 202-965-8139 TITLE OF SECURITIES BEING REGISTERED: Individual Variable Annuity Contract APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING It is proposed that this filing will become effective (check appropriate box) | | immediately upon filing pursuant to paragraph (b) of Rule 485 | | on May 1, 2008 pursuant to paragraph (b) of Rule 485 |X| 60 days after filing pursuant to paragraph (a)(1) or Rule 485 | | on _________ pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: | | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. TITLE OF SECURITIES BEING REGISTERED: Interests in Old Mutual Separate Account VA Beacon Navigator individual flexible premium variable accumulation deferred annuity contracts. BEACON NAVIGATOR CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4 PART A
N-4 Item Caption in Prospectus -------- --------------------- 1 Cover Page Cover Page 2 Definitions Defined Terms 3 Synopsis Contract Summary; Charges 4 Condensed Financial N/A Information 5 General Description of Allocation Options; Miscellaneous: About Our Registrant, Depositor and Portfolio Company, Voting Rights Companies 6 Deductions and Expenses Charges; Charges Explained; Miscellaneous: Distribution of Contracts 7 General Description of Important Contract Provisions; Cover Page; Last Variable Annuity Contracts Page 8 Annuity Period Distributions; Important Contract Provisions; Allocation Options 9 Death Benefit Distributions; Important Contract Provisions 10 Purchases and Contract Value Cover Page; Important Contract Provisions; Distributions; Miscellaneous: Distributions of the Contracts 11 Redemptions Distributions; Important Contract Provisions 12 Taxes Federal Income Tax Matters 13 Legal Proceedings Miscellaneous: Legal Proceedings PART B 14 Table of Contents for Last Page Statement of Additional Information Caption in Statement of Additional Information ---------------------------------------------- 15 Cover Page Cover Page 16 Table of Contents Table of Contents 17 General Information and History General Information and History 18 Services N/A 19 Purchase of Securities Being N/A Offered 20 Underwriters Underwriters 21 Calculation of Performance Data N/A 22 Annuity Payments N/A 23 Financial Statements Financial Statements
BEACON NAVIGATOR PROSPECTUS Included in Registrant's Form 485(b), Post-Effective Amendment # 7, File No. 333-137531, Accession No. 0000870156-08-000082, filed on April 30, 2008 and incorporated by reference herein. BEACON NAVIGATOR STATEMENT OF ADDITIONAL INFORMATION Included in Registrant's Form 485(b), Post-Effective Amendment # 7, File No. 333-137531, Accession No. 0000870156-08-000082, filed on April 30, 2008 and incorporated by reference herein. ------------------------------------------- ------------------------------------ SUPPLEMENT DATED JULY 1, 2008 OM FINANCIAL LIFE INSURANCE COMPANY TO PROSPECTUS DATED MAY 1, 2008 for OLD MUTUAL FINANCIAL NETWORK BEACON NAVIGATOR SEPARATE ACCOUNT VA Flexible Premium Deferred Variable Annuity Contract ------------------------------------------- ------------------------------------ This Supplement to the Prospectus is to reflect a change in the individual owner current charge for the optional Account Protection Package. The information, below, replaces it's corresponding information in the prospectus. Prospectus, Page 4:
----------------------------------------------------------------------------------------------- ANNUAL FEES AND EXPENSES ------------------------------------------------------------------------------- --------------- ANNUAL CONTRACT FEE Currently wAIVED IF CONTRACT VALUE OF ALL VARIABLE ANNUITY POLICIES o Guaranteed ISSUED BY US AND OWNED BY YOU ARE AT LEAST $50,000 ON A CONTRACT ANNIVERSARY Maximum: $50 THE CONTRACT FEE IS LEVIED ON EACH CONTRACT ANNIVERSARY AGAINST SUBACCOUNT INVESTMENTS ON A PRO-RATA BASIS (UNLESS YOU SPECIFY OTHERWISE). o Current: $0 ----------------------------------------------------------------------------------------------- SEPARATE ACCOUNT ANNUAL EXPENSES CHARGE IS DEDUCTED DAILY FROM ASSETS ALLOCATED TO THE SUBACCOUNTS ON A PRO-RATA BASIS TO EQUAL THE ANNUAL % SHOWN. -------------------------------------------------------------------------------- -------------- o Guaranteed MORTALITY & EXPENSE RISK CHARGE Maximum: 2.00% o Current:1.55% ----------------------------------------------------------------------------------------------- OPTIONAL FEATURE FEES CHARGE IS DEDUCTED DAILY FROM ASSETS ALLOCATED TO THE SUBACCOUNTS ON A PRO-RATA BASIS TO EQUAL THE ANNUAL % SHOWN. ----------------------------------------------------------------------------------------------- o ACCOUNT ENHANCEMENT PACKAGE (PAYABLE FOR THE LIFE OF THE CONTRACT) o Guaranteed Maximum: 1.00% o Current: 0.45% -------------------------------------------------------------------------------- -------------- o ACCOUNT PROTECTION PACKAGE (PAYABLE UNTIL REVOKED BY OWNER) o Guaranteed Maximum: 1.15% ........SINGLE OWNER o Current: 0.90% ........JOINT SPOUSAL OWNERS o Current: 0.95% -------------------------------------------------------------------------------- -------------- CHARGE IS DEDUCTED MONTHLY FROM ASSETS ALLOCATED TO THE SUBACCOUNTS ON o Guaranteed A PRO-RATA BASIS TO EQUAL THE ANNUAL % SHOWN. Maximum: 1.20% o GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER (PAYABLE UNTIL REVOKED o Current: 0.80% -------------------------------------------------------------------------------- -------------- TOTAL POSSIBLE SEPARATE ACCOUNT CHARGES --------------------------------------- (ASSUMES HIGHEST GUARANTEED CHARGE COMBINATION OF OPTIONS IS SELECTED AT INCEPTION, SO IN ADDITION TO MORTALITY AND EXPENSE RISK CHARGE, ASSUMES THE o Guaranteed ACCOUNT ENHANCEMENT PACKAGE AND THE ACCOUNT PROTECTION PACKAGE BUT NOT THE Maximum: 4.15% GUARANTEED MINIMUM ACCUMULATION BENEFIT.) ........SINGLE OWNER o Current: 2.90% ........JOINT SPOUSAL OWNERS o Current: 2.95% -------------------------------------------------------------------------------- --------------
Prospectus, Page 5 The Example of Expenses table footnote 1 states that the total current charge for the Account Protection and Account Protection Packages is 1.30%. That total charge is now 1.35%. This change does not affect any values shown in the table. ALL OTHER CONTRACT PROVISIONS REMAIN AS STATED IN YOUR CONTRACT AND PROSPECTUS, AS PREVIOUSLY AMENDED. RETAIN THIS SUPPLEMENT WITH YOUR BEACON NAVIGATOR PROSPECTUS. IF YOU NO LONGER HAVE YOUR PROSPECTUS, YOU MAY OBTAIN A COPY FROM OUR WEBSITE WWW.OMFN.COM OR BY CALLING US AT 1-866-599-2760. Beacon Navigator prospectus Supplement dated May 1, 2008. Page 1 of 1 PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS Financial Statements included in Part B THE REGISTRANT Incorporated by reference to the Post-Effective Amendment #6 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, accession number 0000870156-08-000078, filed on April 29, 2008. THE DEPOSITOR Incorporated by reference to the Post-Effective Amendment #6 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, accession number 0000870156-08-000078, filed on April 29, 2008. (b) Exhibits Exhibit # 1 Resolution of Board of Directors of Fidelity and Guaranty Life Insurance Company establishing Old Mutual Financial Network Separate Account VA (Incorporated by reference to Exhibit 1 of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) 2 Not Applicable 3 (a) Principal Underwriting Agreement (Incorporated by reference to Exhibit 3(a) of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) (b) Selling Agreement (Incorporated by reference to Exhibit 3(b) of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) 4 (a) Form of Annuity Contract (Incorporated by reference to Exhibit 4(a) of the Pre-effective Amendment #1 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on December 20, 2006.) (b) Form of Annuity Contract Riders (Incorporated by reference to Exhibit 4(b) of the Pre-effective Amendment #1 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on December 20, 2006.) (c) Form of Annuity Contract guaranteed minimum accumulation benefit Rider (Incorporated by reference to Exhibit 4(c) of the Post-effective Amendment #2 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-142420, filed on March 5, 2008.) 5 Form Annuity Contract Application (Incorporated by reference to Exhibit 4(c) of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) 6 (a) Articles of Incorporation of Fidelity and Guaranty Life Insurance Company (Incorporated by reference to Exhibit 6(a) of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) (b) Bylaws of Fidelity and Guaranty Life Insurance Company (Incorporated by reference to Exhibit 6(b) of the Initial Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-137531, filed on September 22, 2006.) 7 N/A 8 Participation Agreements (Incorporated by reference to Exhibit 8 of the Pre-Effective Amendment #1 to the Registration statement for Old Mutual Financial Network Separate Account VA, file # 333-142420, filed on September 26, 2007.) (a) Alliance Bernstein (b) American Century (c) Franklin Templeton (d) Legg Mason (e) Morgan Stanley (f) Neuberger Berman (g) Old Mutual Capital (h) PIMCO (i) Pioneer (j) Royce (l) T. Rowe Price (m) Third Avenue (n) Van Kampen 9 Legal Opinion and Consent 10 Consent of Independent Registered Public Accounting Firm 11 No Financial Statements will be omitted from Item 23. 12 N/A 13 N/A ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR DIRECTORS AND SENIOR OFFICERS OF OM FINANCIAL LIFE INSURANCE COMPANY NAME, AND PRINCIPAL POSITION AND OFFICES WITH OM FINANCIAL LIFE BUSINES SADDRESS INSURANCE (YEARS AS AN OFFICER OF THE COMPANY) ------------------- ----------------------------------------------- John P. Clifford (1) Director, Chairman and President (2001 - Present) Bruce G. Parker, Jr.(2) Director, Chief Executive Officer (2003 - Present) Victor Lumby (1) Director, Senior Vice President, Chief Operating Officer (2005 - present) Eric L. Marhoun (1) Director, Senior Vice President, General Counsel, Secretary (2007-Present) Richard J. Pollard (1) Director, Senior Vice President, Chief Actuary Richard Pretty (2) Director, Senior Vice President (2007-Present) William Rothenbach (1) Director David H. Smith (1) Director, Senior Vice President (2007-Present) Barry Ward, (1) Director, Senior Vice President, Chief Financial Officer, Chief Accounting Officer (2006-Present) Alan M. Harrington (2) Senior Vice President, VA Distribution (2007 - present) Jeffrey L. Lobo (3) Senior Vice President, Chief Investment Officer, (2007 - Present) John A. Phelps (2) Senior Vice President, Life/Annuity Distribution (2007 - present) John R. Aprill (1) Vice President, Appointed Actuary (2007-Present) George Nicholson (1) Vice President, Controller (2007-Present) Craig A. Nyman (1) Vice President, Treasurer (2007-Present) Anthony J. Zajac, Jr. (2) Vice President, Illustration Actuary (2007-Present) (1) Business Address: 1001 Fleet Street, Baltimore, Maryland 21202 (2) Business Address: 1117 Perimeter Center West, Atlanta, Georgia 30338 (3) Business Address: Old Mutual Asset Management, 200 Clarendon Street, 53rd Floor, Boston, MA 02116 ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT The assets of the Registrant, under state law, are assets of OM Financial Life Insurance Company. The discussion that follows summarizes the chain of ownership of Registrant and all subsidiaries and affiliates under common Old Mutual U.S. Life Holdings, Inc. (OMUSLH) management. OMUSLH's sister company, Old Mutual Asset Management, has approximately 30+ additional subsidiaries under its separate management that are not listed here. Old Mutual plc has hundreds of global subsidiaries in addition to those listed below that are not listed here. OLD MUTUAL PLC (England) 100%......................................public company listed on the London Stock Exchange OLD MUTUAL (US) HOLDINGS INC. (Delaware) 100%.....................holding company Old Mutual Asset Management, Inc. (Delaware) 100%.............asset management, investment advisory and mutual fund company. OLD MUTUAL U.S. LIFE HOLDINGS, INC. (Delaware) 100%...........holding company Old Mutual Business Services, Inc. (Delaware) 100%............contracting company OM FINANCIAL LIFE INSURANCE COMPANY (Maryland) 100%...........life/annuity insurer OM Financial Life Insurance Company of New York (NY) 100%....................................life/annuity insurer Fidelity and Guaranty Assignment, LLC (Maryland) 100%....structured settlement assignment company F&G Brokerage, Inc. (Maryland) 100%......................dormant shell Old Mutual Financial Network Securities, Inc. (Maryland) 100%...................................... broker dealer ITEM 27. NUMBER OF CONTRACT OWNERS As of the date of this Registration, 11 tax qualified and 11 tax non-qualified Beacon Navigator variable annuity contracts have been sold. ITEM 28. INDEMNIFICATION OM Financial Life Insurance Company's by-laws provide as follows: Indemnification SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the fullest extent and under the circumstances permitted by the Annotated Code Of Maryland, Section 2-418 or any other applicable Maryland statutory or decisional law, as amended or interpreted. Such indemnification (unless otherwise ordered by a Court) shall be made as authorized in a specific case under determination that applicable standards of conduct set forth in the Annotated Code of Maryland or any other applicable Maryland statutory or decisional law, as amended or interpreted. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with any such action, suit or proceeding, or (2) if such a quorum is not attainable, or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel, or (3) by the shareholders, or (4) by the Court in which such action, suit or proceeding was brought. SECTION 2. OTHER RIGHTS. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, any agreement, vote of shareholders or disinterested directors or otherwise and shall continue as to a person who has ceased to be director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 3. ADVANCE PAYMENT OF EXPENSES. The corporation may pay expenses, including attorney's fees, incurred in defending any action, suit or proceeding referred to in Section 1 of this Article, in advance of the final disposition of such action, suit or proceeding as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article. SECTION 4. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, trustee, officer or employee of another corporation, domestic or foreign, non profit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or rising out of the status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article. SECTION 5. COMPLIANCE WITH FEDERAL SECURITIES LAW Insofar as indemnification or insurance benefits for liability arising under the Securities Act of 1933 and Section 17 of the 1940 Act 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 and insurance benefits is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification or insurance benefits 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 or insurance benefits by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 29. PRINCIPAL UNDERWRITER Old Mutual Financial Network Securities, Inc., a controlled subsidiary of OM Financial Life Insurance Company, acts as principal underwriter for variable annuity contracts issued through Old Mutual Financial Network Separate Account VA. DIRECTORS AND OFFICERS OF OLD MUTUAL FINANCIAL NETWORK SECURITIES, INC. NAME AND PRINCIPAL POSITION WITH OLD MUTUAL FINANCIAL NETWORK BUSINESS ADDRESS SECURITIES, INC. --------------------------- -------------------------------------------------- Bruce G. Parker, Jr. (1) Director, Chairman Alan M. Harrington (1) Director, Chief Executive Officer and President Narcisso M. Almeida(1) Director, Vice President - Operations John P. Clifford (2) Director Todd Bareika (2) Vice President, Chief Financial Officer Pat Ferrer (1) Vice President - VA Distribution Richard Pretty (1) Vice President - Marketing Kenneth W. Reitz (2) Vice President - Chief Legal Officer, Secretary Julie Sullivan (1) Assistant Vice President, Chief Compliance Officer John T. Rooney Assistant Secretary (1) Business Address: 1117 Perimeter Center West, Atlanta, Georgia 30338 (2) Business Address: 1001 Fleet Street, Baltimore, Maryland 21202 ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books, or 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 Registrant at 1001 Fleet Street, Baltimore, MD and the offices of its third party administrator at 6425 Powers Ferry Road, Atlanta, Georgia 30339. ITEM 31. MANAGEMENT SERVICES Not Applicable. ITEM 32. UNDERTAKINGS (a) Registrant hereby undertakes to 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 sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted. (b) Registrant hereby undertakes 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. (c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statement required to be made available under this Form promptly upon written or oral request. Representation -------------- OM Financial Life Insurance Company hereby represents that the fees and charges deducted under the individual deferred variable annuity contract described in this Registration Statement in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Old Mutual Financial Network Separate Account VA, certifies that it has caused this Registration Statement Post-Effective Amendment #8 dated May 1, 2008 to be signed on its behalf by the undersigned thereunto duly authorized, all in the city of Baltimore and the State of Maryland. OLD MUTUAL FINANCIAL NETWORK SEPARATE ACCOUNT VA, Registrant OM FINANCIAL LIFE INSURANCE COMPANY, Depositor By: /s/ John P. Clifford ----------------------------------- Chairman As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on May 1, 2008. Signature Title ------------------------- -------------------------------------------- /s/ John P. Clifford Director, Chairman, President /s/ Bruce G. Parker, Jr Director, Chief Executive Officer /s/ Victor Lumby Director, Senior Vice President, Chief Operations Officer /s/ Eric L. Marhoun Director, Senior Vice President, General Counsel, Secretary /s/ Richard J. Pollard Director, Senior Vice President, Chief Actuary /s/ Richard Pretty Director, Senior Vice President /s/ William Rothenbach Director /s/ David H. Smith Director, Senior Vice President /s/ Barry Ward Director, Senior Vice President, Chief Financial Officer and Chief Accounting Officer /s/ George C. Nicholson Vice President, Controller All Directors' business address is 1001 Fleet St., Baltimore, MD 21202, except Bruce Parker's and Richard Pretty's business address is Old Mutual Financial Network, 1117 Perimeter Center West - Suite 212, Atlanta, Georgia 30338. INDEX TO EXHIBITS Exhibit # 9 Legal Opinion and Consent 10 Consent of Independent Registered Public Accounting Firm