You are cordially invited to attend the extraordinary general meeting of the shareholders of Overture Acquisition Corp. (the “Company”) at 10:00 a.m., Eastern time, and special meeting of the warrantholders of the Company at 10:30 a.m., Eastern time, on January 27, 2010, at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, 11th Floor, New York, New York 10017.

The Company is pleased to report that our Board of Directors has approved the Master Agreement dated December 10, 2009 (the “Master Agreement”) by and among the Company, Overture Re Holdings Ltd., the Company’s newly formed, wholly owned Bermuda holding company (“Overture Re Holdings”), Jefferson National Financial Corp., a Delaware corporation (“JNF”), Jefferson National Life Insurance Company, a Texas insurance company and a wholly owned subsidiary of JNF (“JNL”), and JNL Bermuda LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of JNL (“JNL Bermuda”), JNF Asset Management LLC, a Delaware limited liability company (“JNFAM”) and the founders of the Company (the “Founders”) pursuant to which, among other things, following a future closing and amalgamation (term for merger under Bermuda law) with JNL Bermuda, Overture Re Ltd., a to-be-formed wholly owned Bermuda subsidiary of Overture Re Holdings (“Overture Re”) will reinsure blocks of annuities and acquire a portfolio of securities, among other things, in consideration for up to $120,000,000 and Overture Re will be a long term reinsurer domiciled in Bermuda.

At the extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”), the Company’s shareholders will be asked to consider and vote on proposals: (i) to approve a business combination and the transactions contemplated by the Master Agreement (the “Transaction”) which, among other things, provides for the amalgamation of JNL Bermuda and Overture Re, pursuant to which the amalgamated company shall be a long term reinsurer domiciled in Bermuda (the “Business Combination” and the proposal, the “Business Combination Proposal”); (ii) to approve by special resolution the change of name of the Company from “Overture Acquisition Corp.” to “Overture Capital Corp.” (the “Name Change Proposal”); (iii) to approve by special resolution an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) to add provisions to allow the Company to repurchase its own ordinary shares (“Ordinary Shares”) without shareholder approval in certain limited circumstances (the “Repurchase Amendment Proposal”); (iv) to approve by special resolution an amendment to the Articles to eliminate the staggered board provision in the Articles (the “Staggered Board Elimination Proposal”; (v) to approve the repurchase by the Company of the Ordinary Shares issued to the Company’s Founders (the “Founder Shares”) prior to the Company’s initial public offering (the “IPO”) (the “Share Repurchase Proposal”); (vi) to elect seven Directors to the Board of Directors to serve until the 2010 Annual General Meeting of Shareholders or until their successors have been duly elected or appointed and qualified (the “Board of Directors Proposal”); (vii) to approve the adoption of the 2010 Stock Incentive Plan (the “Incentive Plan Proposal”); and (viii) to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Extraordinary General Meeting, it appears we cannot consummate the transactions contemplated by the Master Agreement (the “Shareholder Adjournment Proposal”).

At the special meeting of the Company’s warrantholders (the “Special Meeting of Warrantholders”), warrantholders will be asked to consider and vote upon a proposal to amend the terms of the warrant agreement governing the Company’s 15,000,000 warrants issued in its IPO (the “Public Warrants”) and the 4,380,000 warrants issued to the Company’s Founders, in a private placement immediately prior to the Company’s IPO, which we refer to as the founder warrants and, collectively with the Public Warrants, the “Company Warrants”) to provide that (i) the exercise price of our warrants will be increased from $7.00 to $11.00 per share, (ii) the expiration date of the Company Warrants will be extended from January 30, 2013 to January 30, 2015, and (iii) the price at which our Ordinary Shares must trade before we are able to redeem the warrants we issued in our IPO will be increased from $14.25 to $20.00 (the “Warrant Amendment Proposal”). In addition, warrantholders will be asked to approve a proposal to adjourn the special meeting to

Each of these proposals is more fully described in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the Ordinary Shares issued in our IPO (the “Public Shares”), present and entitled to vote at the Extraordinary General Meeting or at an adjourned meeting. If the holders of 30% or more of the Public Shares vote against the Business Combination Proposal and demand that their Public Shares be redeemed for a pro rata portion of the trust account in which a substantial portion of the net proceeds of the Company’s IPO are held, the Company will not, pursuant to the terms of its Articles, be permitted to consummate the Transaction. See the section entitled “The Extraordinary General Meeting of Shareholders and the Special Meeting of Warrantholders — Redemption Rights” for additional information.

The approval of each of the Name Change Proposal, the Repurchase Amendment Proposal, and the Staggered Board Elimination Proposal requires the affirmative vote of not less than two-thirds of the votes cast by such shareholders as being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting. Pursuant to the Company’s Articles, the Name Change Proposal, the Repurchase Amendment Proposal and the Staggered Board Elimination Proposal cannot be approved at an adjourned meeting.

The approval of each of the Share Repurchase Proposal, the Board of Directors Proposal, the Incentive Plan Proposal and the Shareholder Adjournment Proposal requires the affirmative vote of a majority of the shareholders as being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting or at an adjourned meeting.

After careful consideration, the Board of Directors of the Company has unanimously approved the Master Agreement and the Transaction and recommends that shareholders vote or give instruction to vote “FOR” the approval of the Business Combination Proposal, “FOR” the Name Change Proposal, “FOR” the Repurchase Amendment Proposal, “FOR” the Staggered Board Elimination Proposal, “FOR” the “Share Repurchase Proposal, “FOR” each of the nominees in the Board of Directors Proposal, “FOR” the Incentive Plan Proposal and, if required, “FOR” the Shareholder Adjournment Proposal to be presented at the Extraordinary General Meeting of Shareholders.

In connection with the closing of the Transaction, JNL has agreed to, on the Closing Date, beneficially own or have commitments to acquire up to 24.5% of the Company’s Ordinary Shares, taking into account the shareholders redemptions, the obligation of the Company to repurchase the Founders Shares and any issuance of Ordinary Shares to JNL pursuant to the Master Agreement, in (i) open market purchases (the “Open Market Purchases”) prior to the record date (the “Record Date”) of the Extraordinary General Meeting, (ii) in privately negotiated share purchase transactions (the “JNL Private Share Purchases”) with record holders of the Company’s Ordinary Shares subsequent to the Record Date but prior to the Extraordinary General Meeting, and/or (iii) through the purchase of such number of Ordinary Shares from the Company in a private placement, not to exceed 19.9% of the Ordinary Shares (collectively, the “Share Issuance”) such that it will on the Closing Date beneficially own or have commitments to acquire in the aggregate 24.5% of the Company’s Ordinary Shares outstanding as of the closing date of the Transaction (the “Closing Date”). Accordingly, upon consummation of the Transaction, JNL will hold approximately 24.5% of the Company’s Ordinary Shares taking into account the shareholders redemptions, the obligation of the Company to repurchase the Founders Shares and any issuance of Ordinary Shares to JNL pursuant to the Master Agreement.

Abstentions, while considered present for the purposes of establishing a quorum at the Extraordinary General Meeting, will have no effect on the Business Combination Proposal, the Name Change Proposal, the Repurchase Amendment Proposal, the Staggered Board Elimination Proposal, the Share Repurchase Proposal, the Board of Directors Proposal, the Incentive Plan Proposal or the Shareholder Adjournment Proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the Business Combination Proposal, the Name Change Proposal, the Repurchase Amendment Proposal, the Staggered Board Elimination Proposal, the Share Repurchase Proposal, the Board of Directors Proposal, the Incentive Plan Proposal or the Shareholder Adjournment Proposal.

Abstentions are considered present for purposes of establishing a quorum at the Special Meeting but will have the same effect as a vote “AGAINST” the Warrant Amendment Proposal. A broker non-vote, while

You may vote against the Transaction and elect to have the Company redeem your Public Shares for a pro rata portion of the trust account into which a substantial portion of the net proceeds of the Company’s initial public offering were deposited. You should be aware that because the Company’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Business Combination Proposal and demanded that their Public Shares be redeemed for cash or that the Company may seek to amend the Warrant Agreement, each holder of Public Shares at the time of the Transaction who purchased shares in the IPO may bring securities law claims against the Company for rescission or damages. No appraisal rights are available under the Companies Law (2009 Revision) of the Cayman Islands to the shareholders of the Company in connection with the proposed Transaction.

Pursuant to the Master Agreement, the Company has agreed to repurchase from the Founders of the Company 3,750,000 Founder Shares that the Founders purchased prior the Company’s IPO.

In consideration of the repurchase of such Founder Shares at their initial purchase price of $0.006 per share, or an aggregate of $25,000, the Founders will receive (i) Class A warrants to purchase an aggregate of 46,875 shares of JNF common stock at an exercise price of $75.00 per share, subject to a floating strike price adjustment, and (ii) Class B warrants to purchase an aggregate of 46,875 shares of JNF common stock at an exercise price of $125.00 per share, subject to a floating strike price adjustment, and (iii) the right to the issuance of 2,812,500 of the Company’s Ordinary Shares issuable in three equal tranches in the event the volume weighted average price of the Company’s Ordinary Shares for any ten days during a 30 day period equals or exceeds $12, $16 and $20, respectively.

Approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of a majority of the Company Warrants outstanding as of the record date for the Special Meeting of Warrantholders. The approval of the Warrantholder Adjournment Proposal requires the affirmative vote of a majority of the Company Warrants issued and outstanding as of the record date voted at the Special Meeting of Warrantholders.

After careful consideration, the Board of Directors of the Company unanimously recommends that warrantholders vote or give instruction to vote “FOR” the approval of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal to be presented at the Special Meeting of Warrantholders.

Enclosed are (i) the notice of the Special Meeting of Warrantholders, (ii) the notice of Extraordinary General Meeting of Shareholders, and (iii) a proxy statement/prospectus containing detailed information concerning the Warrant Amendment Proposal, the Warrantholder Adjournment Proposal, the Business Combination Proposal, the Name Change Proposal, the Repurchase Amendment Proposal, the Staggered Board Elimination Proposal, the Share Repurchase Proposal, the Board of Directors Proposal, the Incentive Plan Proposal and the Shareholder Adjournment Proposal. Whether or not you plan to attend the Special Meeting and the Extraordinary General Meeting, we urge you to read these materials carefully.

Your vote is important. Whether or not you plan to attend the Special Meeting of Warrantholders or the Extraordinary General Meeting of Shareholders, as the case may be, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. The Company cannot consummate the Transaction unless (i) the Warrant Amendment Proposal is approved; (ii) the Business Combination Proposal is approved and holders of no more than one share less than 30% of the Public Shares elect to vote against the Business Combination Proposal and redeem their Public Shares for a pro rata portion of the trust account; (iii) the Repurchase Amendment Proposal, the Share Repurchase Proposal, the Board of Directors Proposal and the Incentive Plan Proposal are each approved by shareholders, and (iv) the closing conditions set forth in the Master Agreement are met.

Only Company warrantholders who held Company Warrants and Company shareholders who held Ordinary Shares on January 7, 2010, the record date, will be entitled to vote at the Special Meeting of Warrantholders or the Extraordinary General Meeting of Shareholders, as the case may be. A signed proxy card that is returned without an indication of how to vote on a particular matter will be voted “FOR” the proposals to be presented at the Special Meeting of Warrantholders and “FOR” each proposal to be presented at the Extraordinary General Meeting of Shareholders. If your warrants or shares are held in an account at a

The existence of the financial and personal interests of the Founders and directors of the Company may result in a conflict of interest. Pursuant to the Master Agreement, it is anticipated that Messrs. Hunt, Blazer and Lufkin will continue to serve as directors of the Company. In addition, Founders will receive warrants to purchase common stock of JNF, the parent of JNL and JNFAM, that would on a fully diluted basis represent approximately 10% of JNF. In addition, subsequent to the closing of the Transaction, the Company will be required to issue 2,812,500 Ordinary Shares to the Founders in three tranches if the average closing price of the Company’s Ordinary Shares equals or exceeds $12, $16 or $20, respectively. If the Transaction is not consummated, the 3,750,000 Founders Shares that were acquired before the Company’s IPO for an aggregate purchase price of $25,000 would be worthless because the Founders are not entitled to receive any of the proceeds of the Company’s trust account with respect to such shares. In addition, if the Transaction is not consummated, the 4,380,000 founder warrants which were purchased by the Founders for an aggregate purchase price of $4,380,000 would expire worthless. Furthermore, if the Company liquidates and dissolves, Messrs. Hunt and Blazer will be liable to pay debts and obligations to vendors and other entities that are owed money by the Company for services rendered or products sold to the extent such creditors bring claims which would otherwise require payment from the trust account, but only if such vendors or entities did not execute a waiver. If the Company goes into liquidation and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Company’s Founders have agreed to advance the Company the funds necessary to pay such costs and expenses and not to seek reimbursement for such expenses.

Please see the section titled “Risk Factors” beginning on page 41 of the proxy statement/prospectus to read about certain risk factors to be considered in connection with your decision to vote to adopt the proposals set forth herein. You are encouraged to read carefully the proxy statement/prospectus in its entirety.

Thank you for your consideration of these matters.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS OR SHARES, AS APPLICABLE, WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. IN THAT EVENT, YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT INTO WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF THE COMPANY’S INITIAL PUBLIC OFFERING WERE DEPOSITED. IN ORDER TO EXERCISE REDEMPTION RIGHTS, YOU MUST VOTE AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT THE COMPANY REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION. IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS. YOU MAY TENDER SHARES BY EITHER DELIVERING THE SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING THE SHARES ELECTRONICALLY THROUGH THE DEPOSITORY TRUST COMPANY. GIVEN THE RELATIVELY SHORT SOLICITATION PERIOD, IT IS ADVISABLE FOR SHAREHOLDERS TO USE ELECTRONIC DELIVERY OF THE PUBLIC SHARES. IF THE TRANSACTION IS NOT CONSUMMATED, THEN THESE SHARES WILL NOT BE REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT. IF YOU HOLD THE SHARES THROUGH A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND THE SPECIAL MEETING OF WARRANTHOLDERS — REDEMPTION RIGHTS” BEGINNING ON PAGE 77 OF THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state regulatory agency has approved or disapproved of the Transaction, passed upon the merits or fairness of the Transaction or passed upon the adequacy or accuracy of the disclosure in the attached proxy statement/prospectus. Any representation to the contrary is a criminal offense.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Extraordinary General Meeting”) of Overture Acquisition Corp. (the “Company”), a Cayman Islands exempted company, will be held at 10:00 a.m. New York time, on January 27, 2010, at the offices of Ellenoff Grossman & Schole LLP, the Company’s counsel, at 150 East 42nd Street, 11th Floor, New York, New York 10017. You are cordially invited to attend the Extraordinary General Meeting, at which meeting shareholders will be asked to consider and vote upon the following resolutions, which are more fully described in the accompanying proxy statement/prospectus:

After careful consideration, the Board of Directors of the Company has unanimously approved the Master Agreement and the Transaction and recommends that shareholders vote or give instruction to vote “FOR” the approval of the Business Combination Proposal, “FOR” the Name Change Proposal, “FOR” the Repurchase Amendment Proposal, “FOR” the Staggered Board Elimination Proposal, “FOR” the “Share Repurchase Proposal, “FOR” each of the nominees in the Board of Directors Proposal, “FOR” the Incentive Plan Proposal and, if required, “FOR” the Shareholder Adjournment Proposal to be presented at the Extraordinary General Meeting of Shareholders.

The existence of the financial and personal interests of the Founders and directors of the Company may result in a conflict of interest. Pursuant to the Master Agreement, it is anticipated that Messrs. Hunt, Blazer and Lufkin will continue to serve as directors of the Company. In addition, founders will receive warrants to purchase common stock of JNF, the parent of JNL and JNFAM, that would on a fully diluted basis represent approximately 10% of JNF. In addition, subsequent to the closing of the Transaction, the Company will be required to issue 2,812,500 Ordinary Shares to the Founders in three tranches if the average closing price of the Company’s Ordinary Shares equals or exceeds $12, $16 or $20, respectively. If the Transaction is not consummated, the 3,750,000 Founders Shares that were acquired before the Company’s IPO for an aggregate purchase price of $25,000 would be worth a nominal value because the Founders are not entitled to receive any of the proceeds of the Company’s trust account with respect to such shares. In addition, if the Transaction is not consummated, the 4,380,000 Founder warrants which were purchased by the Founders for an aggregate purchase price of $4,380,000 would expire worthless. Furthermore, if the Company liquidates and dissolves, Messrs. Hunt and Blazer will be liable to pay debts and obligations to vendors and other entities that are owed money by the Company for services rendered or products sold to the extent such creditors bring claims which would otherwise require payment from the trust account, but only if such vendors or entities did not execute a waiver. If the Company goes into liquidation and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Company’s Founders have agreed to advance the Company the funds necessary to pay such costs and expenses and not to seek reimbursement for such expenses.

You may vote against the Transaction and elect to have the Company redeem your Public Shares for a pro rata portion of the trust account into which a substantial portion of the net proceeds of the Company’s initial public offering were deposited. You should be aware that because the Company’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Business Combination Proposal and demanded that their Public Shares be redeemed for cash or that the Company may seek to amend the Warrant Agreement, each holder of Public Shares at the time of the Transaction who purchased shares in the IPO may bring securities law or common law claims against the Company for rescission or damages. No appraisal rights are available under the Companies Law (2009 Revision) of the Cayman Islands to the shareholders of the Company in connection with the proposed Transaction.

These proposals are described in the attached proxy statement/prospectus which the Company urges you to read in its entirety before voting.

All Company shareholders are cordially invited to attend the Extraordinary General Meeting in person. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. You may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must

The Board of Directors of the Company has fixed the close of business on January 7, 2010 as the record date for the determination of shareholders entitled to notice of and to vote at the Extraordinary General Meeting and at any adjournment or postponement thereof. On the record date, there were 18,750,000 Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting.

Each holder of Ordinary Shares issued in the Company’s IPO (the “Public Shares”) has the right to vote against the Business Combination Proposal and demand the Company redeem such Public Shares for a pro rata portion of the funds held in the Company’s trust account into which a substantial portion of the net proceeds of the Company’s IPO were deposited. These Public Shares will be redeemed for cash only if the Transaction is consummated. If the holders of 30% or more of the Public Shares vote against the Transaction and demand redemption of their Public Shares, the Company will not consummate the Transaction.

On the record date for the Extraordinary General Meeting, the Company’s Founders held an aggregate of 3,750,000 Ordinary Shares that were issued prior to the IPO, which we refer to as the Founder Shares, which means the Company’s Founders own an aggregate of approximately 20.0% of the Ordinary Shares issued and outstanding on the record date. In connection with the IPO, the Company and the representatives of the underwriters of the IPO entered into agreements with the Founders, pursuant to which the Founders agreed to vote the Founder Shares in accordance with the majority of the votes cast by the holders of Public Shares with respect to the Business Combination Proposal. In addition, in connection with the IPO, the Founders of the Company agreed to vote any Ordinary Shares purchased in the open market in favor of the Business Combination Proposal. The Founders of the Company have indicated that they intend to vote such Ordinary Shares they hold in favor of all other proposals presented at the Extraordinary General Meeting.

Your vote is important.  Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. You may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. The Company’s board of directors hereby directs that all proxies be deposited no later than the time for holding the meeting or any adjourned meeting at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, NY 10017.

You should be aware that because the Company’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who may vote against the Business Combination Proposal and demanded that their Public Shares be redeemed for cash or that the Company may seek to amend the Warrant Agreement, each holder of Public Shares at the time of the Transaction who purchased Public Shares in the IPO may bring securities law claims against the Company for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages.

If the Company is unable to complete the Transaction or fails to complete an initial business combination by January 30, 2010, the Company will automatically go into liquidation and, as part of this process, will distribute to the holders of Public Shares the amount in its trust account plus any remaining non-trust account

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE APPLICABLE PROPOSALS. IN THAT EVENT, YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT INTO WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF THE COMPANY’S INITIAL PUBLIC OFFERING WERE DEPOSITED. IN ORDER TO EXERCISE REDEMPTION RIGHTS, YOU MUST VOTE AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT THE COMPANY REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT NO LATER THAN THE CLOSE OF THE VOTE ON THE BUSINESS COMBINATION PROPOSAL. IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT PRIOR TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS. YOU MAY TENDER SHARES BY EITHER DELIVERING THE SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING THE SHARES ELECTRONICALLY THROUGH THE DEPOSITORY TRUST COMPANY. GIVEN THE RELATIVELY SHORT SOLICITATION PERIOD, IT IS ADVISABLE FOR SHAREHOLDERS TO USE ELECTRONIC DELIVERY OF THE PUBLIC SHARES. IF THE TRANSACTION IS NOT CONSUMMATED, THEN THESE SHARES WILL NOT BE REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT. IF YOU HOLD THE SHARES THROUGH A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND SPECIAL MEETING OF WARRANTHOLDERS — REDEMPTION RIGHTS” BEGINNING ON PAGE 77 OF THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

NOTICE IS HEREBY GIVEN that a special meeting of warrantholders (the “Special Meeting of Warrantholders”) of Overture Acquisition Corp. (the “Company”), a Cayman Islands exempted company, will be held at 10:30 a.m. New York time, on January 27, 2010, at the offices of Ellenoff Grossman & Schole LLP, the Company’s counsel, at 150 East 42nd Street, New York, New York 10017. You are cordially invited to attend the Special Meeting of Warrantholders, at which meeting warrantholders will be asked to consider and vote upon the following proposals, which are more fully described in the accompanying proxy statement/prospectus:

After careful consideration, the Company’s Board of Directors has unanimously determined that the Warrant Amendment Proposal is fair to and in the best interests of the Company and unanimously recommends that Company warrantholders vote “FOR” the Warrant Amendment Proposal and if required “FOR” the Warrantholder Adjournment proposal.

The existence of the financial and personal interests of the Founders and directors of the Company may result in a conflict of interest. Pursuant to the Master Agreement, it is anticipated that Messrs. Hunt, Blazer and Lufkin will continue to serve as directors of the Company. In addition, Founders will receive warrants to purchase common stock of JNF, the parent of JNL and JNFAM, that would on a fully diluted basis represent approximately 10% of JNF. In addition, subsequent to the closing of the Transaction, the Company will be required to issue 2,812,500 Ordinary Shares to the Founders in three tranches if the average closing price of the Company’s Ordinary Shares equals or exceeds $12, $16 or $20, respectively. If the Transaction is not consummated, the 3,750,000 Founders Shares that were acquired before the Company’s IPO for an aggregate purchase price of $25,000 would be worth a nominal value because the Founders are not entitled to receive any of the proceeds of the Company’s trust account with respect to such shares. In addition, if the Transaction is not consummated, the 4,380,000 Founder warrants which were purchased by the Founders for an aggregate purchase price of $4,380,000 would expire worthless. Furthermore, if the Company liquidates and dissolves,

These proposals are described in the attached proxy statement/prospectus, which the Company urges you to read in its entirety before voting.

All Company warrantholders are cordially invited to attend the Special Meeting of Warrantholders. To ensure your representation at the Special Meeting of Warrantholders, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a warrantholder of record, you may also cast your vote in person at the Special Meeting of Warrantholders. If your warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your warrants or, if you wish to attend the Special Meeting of Warrantholders and vote in person, you must obtain a proxy from your broker or bank. If you do not submit your proxy or vote in person at the Special Meeting of Warrantholders or, if you hold your warrants through a broker or bank and you do not instruct your broker how to vote your warrants or obtain a proxy from your broker or bank to vote in person at the Special Meeting of Warrantholders, it will have the same effect as a vote against the approval of the Warrant Amendment Proposal.

The Board of Directors of the Company has fixed the close of business on January 7, 2010 as the record date for the determination of warrantholders entitled to notice of and to vote at the Special Meeting of Warrantholders and at any adjournment thereof. As of the record date, there were 19,380,000 Company Warrants issued and outstanding and entitled to vote at the Special Meeting of Warrantholders.

As of the record date for the Special Meeting of Warrantholders, our Founders owned the 4,380,000 founder warrants which means the Company’s Founders, directors and officers own an aggregate of approximately 23.0% of the outstanding Company Warrants. The Founders, directors and officers of the Company have indicated that they intend to vote the Company Warrants they hold in favor of the Warrant Amendment Proposal and the Warrantholder Adjournment Proposal.

Your vote is important regardless of the number of Company Warrants you own. Whether you plan to attend the Special Meeting of Warrantholders or not, please read the enclosed proxy statement/prospectus carefully, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your warrants are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the Company Warrants you beneficially own are properly counted. The Company’s board of directors hereby directs that all proxies be deposited no later than the time for holding the meeting or any adjourned meeting at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, NY 10017.

If the Company is unable to complete the Transaction or fails to complete an initial business combination by January 30, 2010, the Company will automatically go into liquidation and, as part of this process, will distribute to the holders of Public Shares the amount in its trust account plus any remaining non-trust account funds after payment of all of its liabilities. In the event of the Company’s liquidation, the Company’s warrants will expire worthless.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED IN FAVOR OF THE WARRANT AMENDMENT PROPOSAL AND THE WARRANTHOLDER ADJOURNMENT PROPOSAL. IF THE TRANSACTION IS NOT COMPLETED AND THE COMPANY DOES NOT COMPLETE A BUSINESS COMBINATION BY JANUARY 30, 2010, YOUR WARRANTS WILL EXPIRE WORTHLESS.

We are pleased to announce that the Board of Directors of Overture Acquisition Corp. (“Overture” or the “Company”) and the Company’s wholly owned subsidiary, Overture Re Holdings Ltd., a newly formed Bermuda holding company (“Overture Re Holdings”), have agreed to the amalgamation of JNL Bermuda LLC, a Delaware limited liability company (“JNL Bermuda”) with Overture Re Holdings’ to-be-formed Bermuda subsidiary, Overture Re Ltd. (“Overture Re”), which will be a Bermuda long term reinsurer.

The Company and JNF plan to consummate the Transaction as promptly as practicable after the Special Meeting of Warrantholders and the Extraordinary General Meeting of Shareholders, and in any event prior to January 30, 2010, provided that:

See the description of the Master Agreement in the section entitled “Proposals to be Considered by Shareholders — The Master Agreement” beginning on page 94. The Master Agreement is attached as Annex I to this proxy statement/prospectus. We encourage you to read the Master Agreement in its entirety. The form of Amendment No. 1 to the Warrant Agreement is attached as Annex II to this proxy statement/prospectus. The text of the resolutions to be approved by shareholders is attached as Annex III. Following shareholder approval of the Repurchase Amendment Proposal and the Staggered Board Elimination Proposal and the consummation of the Transaction, the amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”) described above will be effective. A copy of the proposed 2010 Stock Incentive Plan is attached as Annex IV to this proxy statement/prospectus. A copy of the fairness opinion issued by Houlihan Smith & Co. Inc. with respect to the Transaction is attached as Annex V.

Under the Articles, the Company may not proceed with the Transaction if holders of 30% or more of the Public Shares (4,499,999 shares) vote against the Transaction and elect to have the Company redeem their Public Shares for a pro rata portion of the trust account into which a substantial portion of the net proceeds of

You may vote against the Transaction and elect to have the Company redeem your Public Shares for a pro rata portion of the trust account into which a substantial portion of the net proceeds of the Company’s initial public offering were deposited. You should be aware that because the Company’s IPO prospectus did not disclose that funds in its trust account might be used, directly or indirectly, to purchase Public Shares other than from holders who have voted against the Business Combination Proposal and demanded that their Public Shares be redeemed for cash or that the Company may seek to amend the Warrant Agreement, each holder of Public Shares at the time of the Transaction who purchased shares in the IPO may bring securities law or common law claims against the Company for rescission or damages. No appraisal rights are available under the Companies Law (2009 Revision) of the Cayman Islands to the shareholders of the Company in connection with the proposed Transaction.

The Company’s units, Ordinary Shares and Public Warrants are listed on the NYSE Amex under the symbols “NLX” and “NLX -WS,” respectively. On January 7, 2010, the units, Ordinary Shares and Public Warrants had a closing price of $10.20, $10.01 and $0.33, respectively.

The Company believes that, for United States federal income tax purposes, the Transaction will have no direct tax effect on shareholders of the Company. However, if you vote against the Business Combination Proposal and elect to redeem your Public Shares for cash, there may be certain tax consequences, such as realizing a loss or gain on your investment in the Company’s Public Shares. A Company warrantholder whose warrants have appreciated in value may be required to recognize gain for federal income tax purposes in connection with the Warrant Amendment and may suffer adverse tax consequences under the passive foreign investment company rules. See “United States Taxation” below for further discussion on material federal income tax consequences for shareholders and warrantholders. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS REGARDING YOUR PARTICULAR TAX CONSEQUENCES.

This proxy statement/prospectus provides you with detailed information about the Warrant Amendment Proposal, the Transaction, the Business Combination Proposal, the Name Change Proposal, the Repurchase Amendment Proposal, the Staggered Board Elimination Proposal, the Share Repurchase Proposal, the Board of Directors Proposal, the proposed Incentive Plan, the Special Meeting of Warrantholders and the Extraordinary General Meeting of Shareholders. The Company encourages you to carefully read this entire document and the documents annexed hereto, including the Master Agreement, the form of Amendment No. 1 to the Warrant Agreement, the shareholder resolutions, the proposed Incentive Plan, and the Fairness Opinion, which are attached hereto as Annexes I, II, III, IV and V, respectively.

YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 41, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROXY STATEMENT/PROSPECTUS BEFORE YOU DECIDE WHETHER TO VOTE OR INSTRUCT YOUR VOTE TO BE CAST TO ADOPT THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT/PROSPECTUS.

The Company is soliciting the enclosed proxy cards on behalf of the Board of Directors of the Company, and it will pay all costs of preparing, assembling and mailing the proxy materials. In addition to mailing out proxy materials, the Company’s officers may solicit proxies by telephone or fax, without receiving any additional compensation for their services. The Company has requested brokers, banks and other fiduciaries to

Neither the Securities and Exchange Commission nor any state securities commission has determined if the attached proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Company consummated its IPO, on February 2, 2008. JP Morgan Securities Inc. (“JP Morgan”) acted as bookrunning manager of the IPO and as the representative of the underwriters of the IPO. JP Morgan and the other underwriters may provide assistance to the Company and its directors and executive officers, and may be deemed to be participants in the solicitation of proxies. $7,500,000 of the underwriters’ discounts and commissions relating to the Company’s IPO were deferred pending shareholder approval of the Company’s business combination. Management has reached an agreement with each of the underwriters, pursuant to which such deferred underwriters’ compensation has been reduced to up to $1,000,000 to the extent there is between $100,000,000 and $150,000,000 in trust at the consummation of the Transaction. The amendment to the underwriters agreement provides that to the extent there is at least $100 million in the trust at the consummation of the Transaction, the underwriters shall receive $20,000, pro rata, for each $1 million in excess of $100 million. If there is less than $100 million in the trust at the consummation of the Transaction, the underwriters are not entitled to any compensation. Pursuant to a financial advisory agreement by and between the Company and Credit Suisse, the Company agreed to pay Credit Suisse a transaction fee (the “Transaction Fee”), payable upon the first closing in connection with a Transaction, equal to 1.5% of the aggregate value of the Transaction; provided, however, in no event shall the Transaction Fee payable by the Company to Credit Suisse in connection with a Transaction be less than $2 million. In addition, pursuant to a financial advisory agreement by and between the Company and JP Morgan, the Company has agreed to pay JP Morgan a financial advisory fee of $500,000 upon the consummation of the Transaction. If the Transaction is not consummated and the Company is required to be liquidated and dissolved, neither Credit Suisse nor the underwriters will receive any such fees. Warrantholders and Shareholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation.

This proxy statement/prospectus is dated January 8, 2010 and is first being mailed to the Company’s warrantholders and shareholders on or about January 12, 2010.

This proxy statement/prospectus contains trademarks, tradenames, service marks and service names of Overture Acquisition Corp., Overture Capital Corp., Overture Re Holdings Ltd., Overture Re Ltd., Jefferson National Life Insurance Company, Monument Advisor and Jefferson National Financial Corp. and other companies.

The Company believes that the elimination of the staggered board is in the shareholders’ best interests for the following reasons: