485BPOS 1 hivaintogsifva121212.htm FORM 485B-POS


As filed with the Securities and Exchange Commission on December 12, 2012

 

Registration No. 333-182430

File No. 811-04108

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-14

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
   
PRE-EFFECTIVE AMENDMENT NO. __ /    /
   
POST-EFFECTIVE AMENDMENT NO. 1 / X /

 

 

OPPENHEIMER VARIABLE ACCOUNT FUNDS


(Exact Name of Registrant as Specified in Charter)

 

6803 South Tucson Way, Centennial, Colorado 80112-3924


(Address of Principal Executive Offices)

 

303-768-3200


(Registrant's Area Code and Telephone Number)

 

Arthur S. Gabinet, Esq.

OppenheimerFunds, Inc.

Two World Financial Center, 225 Liberty Street

New York, New York 10281-1008


(Name and Address of Agent for Service)

 

As soon as practicable after the Registration Statement becomes effective.


(Approximate Date of Proposed Public Offering)

 

Title of Securities Being Registered: Service and Non-Service Shares of Oppenheimer Global Strategic Income Fund/VA. No filing fee is due because of reliance on Section 24 (f) of the Investment Company Act of 1940, as amended.

 

This Post-effective Amendment is being filed solely for the purpose of filing the tax opinion of counsel as an exhibit under Part C of the Registration Statement that was previously filed with the Commission in connection with the reorganization of Oppenheimer High Income Fund/VA into Oppenheimer Global Strategic Income Fund/VA. No information contained in Parts A or B of the Registration Statement is being amended, deleted or superseded.

 

 

 

OPPENHEIMER VARIABLE ACCOUNT FUNDS

 

FORM N-14

 

PART C

 

OTHER INFORMATION

 

 

Item 15. - Indemnification

 

Reference is made to the provisions of Article VII of Registrant's Agreement and Declaration of Trust filed as Exhibit 16(1) to this Registration Statement, and incorporated herein by reference.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

Item 16. - Exhibits

 

(1) Agreement and Declaration of Trust dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 64, (8/21/12), and incorporated herein by reference.

 

(2) By-Laws dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 64, (8/21/12), and incorporated herein by reference.

 

(3) Not applicable.

 

(4) Form of Agreement and Plan of Reorganization: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

(5) (i) Article V of the Agreement and Declaration of Trust dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 43, (8/21/12), and incorporated herein by reference.

 

(ii)            Article II of the By-Laws dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 43, (8/21/12), and incorporated herein by reference.

 

(6) (i) Amended and Restated Investment Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA dated 8/21/12: Previously filed with Registrant’s Post-Effective Amendment No. 64, (8/21/12), and incorporated herein by reference.

 

(ii)           Investment Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA (Cayman) Ltd. dated 10/28/10: Previously filed with Registrant’s Post-Effective Amendment No. 60, (4/27/11), and incorporated herein by reference.

 

(iii)         Sub-Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA (Cayman) Ltd. dated 10/28/10: Previously filed with Registrant’s Post-Effective Amendment No. 60, (4/27/11), and incorporated herein by reference.

 

(7) (i) General Distributors Agreement for Service shares of Oppenheimer Global Strategic Income Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference.

 

(ii)            Form of Participation Agreement: Previously filed with Registrant’s Post-Effective Amendment No. 52, (4/24/07), and incorporated herein by reference.

 

(8) Form of Oppenheimer Funds Compensation Deferral Plan, as Amended and Restated Effective 1/1/08: Previously filed with Post-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. No. 333-146105), (5/29/09), and incorporated herein by reference.

 

(9) (i) Global Custody Agreement dated 8/16/02, as amended: Previously filed with Post-Effective Amendment No. 51 to the Registration Statement of Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), (10/23/06), and incorporated herein by reference.

 

(ii) Amendment dated 9/28/10 to the Global Custody Agreement: Previously filed with Post-Effective Amendment No. 18 to the Registration Statement of Oppenheimer Main Street Small- & Mid-Cap Fund (Reg. No. 333-78269), (10/28/10), and incorporated herein by reference.

 

(10) (i) Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Global Strategic Income Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference.

 

(ii) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 as updated through 4/20/11:  Previously filed with Post-Effective Amendment No. 5 to the Registration Statement of Oppenheimer Transition 2010 Fund (Reg. No. 333-135516), (6/27/11), and incorporated herein by reference.

 

(11)         Opinion and Consent of Counsel: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

(12) Tax Opinion of Oppenheimer High Income Fund/VA: Filed herewith.

 

(13) Not Applicable.

 

(14) (a) Independent Registered Public Accounting Firm's Consent for Oppenheimer Global Strategic Income Fund/VA: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

(b) Independent Registered Public Accounting Firm's Consent for Oppenheimer High Income Fund/VA: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

(15) Not Applicable.

 

(16) Power of Attorney for Trustees of Registrant: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

(17) Proxy Cards: Previously filed with the Registration Statement of Registrant (Reg. No. 333-182430), (6/29/12), and incorporated herein by reference.

 

Item 17. – Undertakings

 

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

 

SIGNATURES

 

As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of the registrant, in the City of New York and State of New York, on the 12th day of December, 2012.

 

         
  OPPENHEIMER VARIABLE ACCOUNT FUNDS  
         
         
  By: William F. Glavin, Jr.*    
  William F. Glavin, Jr., President,  
  Principal Executive Officer and Trustee  

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:

 

 

Signatures Title Date
     
     
William L. Armstrong* Chairman of the December 12, 2012
William L. Armstrong Board of Trustees  
     
     
William F. Glavin, Jr. * President, Principal Executive December 12, 2012
William F. Glavin, Jr. Officer and Trustee  
     
     
Brian W. Wixted* Treasurer, Principal Financial December 12, 2012
Brian W. Wixted and Accounting Officer  
     
     
________________ Trustee December 12, 2012
Edward L. Cameron    
     
     
Jon S. Fossel* Trustee December 12, 2012
Jon S. Fossel    
     
     
Sam Freedman* Trustee December 12, 2012
Sam Freedman    
     
     
_________________ Trustee December 12, 2012
Richard F. Grabish    
     
     
Beverly L. Hamilton* Trustee December 12, 2012
Beverly L. Hamilton    
     
     
Victoria J. Herget* Trustee December 12, 2012
Victoria J. Herget    
     
     
Robert J. Malone* Trustee December 12, 2012
Robert J. Malone    
     
     
F. William Marshall, Jr.* Trustee December 12, 2012
F. William Marshall, Jr.    
     
Karen L. Stuckey* Trustee December 12, 2012
Karen L. Stuckey    
     
     
James D. Vaughn* Trustee December 12, 2012
James D. Vaughn    

 

 

 

*By: /s/ Mitchell J. Lindauer

Mitchell J. Lindauer, Attorney-in-Fact

 

 

 

 

OPPENHEIMER VARIABLE ACCOUNT FUNDS

 

Registration Statement No. 333-182430

 

EXHIBIT INDEX

 

 

Exhibit No. Description

 

(12)             Tax Opinion of Oppenheimer High Income Fund/VA