| Form N-CEN Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CEN ANNUAL REPORT FOR REGISTERED INVESTMENT COMPANIES | OMB APPROVAL |
| OMB Number: 3235-0729 Estimated average burden hours per response: 19.04 |
| Filer CIK | 0001359314 |
| Filer CCC |
********
|
| Filer Investment Company Type | Form N-6 Filer (Variable Life UIT Separate Account) |
| Is this a LIVE or TEST Filing? | 
LIVE
TEST
|
| Is this an electronic copy of an official filing submitted in paper format? |  |
| Would you like a Return Copy? | |
Submission Contact Information | |
| Name | |
| Phone | |
| E-Mail Address |
Notification Information |
| Notify via Filing Website only? | |
| All? |  |
| a. Report for period ending: | 2022-12-31 |
| b. Does this report cover a period of less than 12 months? |
Yes
No
|
| a. Full name of Registrant | Northwestern Mutual Variable Life Account II |
| b. Investment Company Act file number ( e.g., 811-) | 811-21933 |
| c. CIK | 0001359314 |
| d. LEI | 549300CS6MUTXZNI1F03 |
| a. Street 1 | 720 EAST WISCONSIN AVENUE |
| Street 2 | |
| b. City | MILWAUKEE |
| c. State, if applicable |
WISCONSIN
|
| d. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| e. Zip code and zip code extension, or foreign postal code | 53202 |
| f. Telephone number (including country code if foreign) | 414-271-1444 |
| g. Public Website, if any | www.northwesternmutual.com |
| Instruction. Provide the requested information for each person maintaining physical possession of each account, book, or other document required to be maintained by section 31(a) of the Act (15 U.S.C. 80a-30(a)) and the rules under that section. |
| Location books Record: 1 | |
| a. Name of person (e.g., a custodian of records) | The Northwestern Mutual Life Insurance Company |
| b. Street 1 | 720 East Wisconsin Avenue |
| Street 2 | |
| c. City | Milwaukee |
| d. State, if applicable |
WISCONSIN
|
| e. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| f. Zip code and zip code extension, or foreign postal code | 53202-4797 |
| g. Telephone number (including country code if foreign) | 414-271-1444 |
| h. Briefly describe the books and records kept at this location: | Account, book or other document required to be maintained by Section 31(a) of the 1940 Act and Rules 17 CFR SS 270-31a-1 to 31a-3 promulgated thereunder |
| Instruction. Respond "yes" to Item B.4.b only if the Registrant has filed an application to deregister or will file an application to deregister before its next required filing on this form. |
| a. Is this the first filing on this form by the Registrant? |
Yes
No
|
| b. Is this the last filing on this form by the Registrant? |
Yes
No
|
| Instruction. "Family of investment companies" means, except for insurance company separate accounts, any two or more registered investment companies that (i) share the same investment adviser or principal underwriter; and (ii) hold themselves out to investors as related companies for purposes of investment and investor services.In responding to this item, all Registrants in the family of investment companies should report the name of the family of investment companies identically. |
| Insurance company separate accounts that may not hold themselves out to investors as related companies (products) for purposes of investment and investor services should consider themselves part of the same family if the operational or accounting or control systems under which these entities function are substantially similar. |
| a. Is the Registrant part of a family of investment companies? |
Yes
No
|
| i. Full name of family of investment companies | NM Variable Separate Accounts |
| Instruction. For Item B.6.a.i., the Registrant should include all Series that have been established by the Registrant and have shares outstanding (other than shares issued in connection with an initial investment to satisfy section 14(a) of the Act). |
| Indicate the classification of the Registrant by checking the applicable item below. |
| Is the Registrant the issuer of a class of securities registered under the Securities Act of 1933 ("Securities Act")? |
Yes
No
|
| Provide the information requested below about each person serving as director of the Registrant (management investment companies only): |
| Provide the information requested below about each person serving as chief compliance officer of the Registrant for purposes of rule 38a-1 (17 CFR 270.38a- 1): |
| Chief compliance officer Record: 1 | |
| a. Full Name | Paula Storniolo |
| b. CRD Number, if any | 004496007 |
| c. Street Address 1 | 720 E WISCONSIN AVE |
| Street Address 2 | |
| d. City | MILWAUKEE |
| e. State, if applicable |
WISCONSIN
|
| f. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| g. Zip code and zip code extension, or foreign postal code | 53202-4797 |
| h. Telephone number (including country code if foreign) | XXXXXX |
| i. Has the chief compliance officer changed since the last filing? |
Yes
No
|
| If the chief compliance officer is compensated or employed by any person other than the Registrant, or an affiliated person of the Registrant, for providing chief compliance officer services, provide: |
| CCO employer Record: 1 | |
| i. Name of the person | N/A |
| ii. Person's IRS Employer Identification Number | N/A |
| Instruction. Registrants registered on Forms N-3, N-4 or N-6, should respond "yes" to this Item only if security holder votes were solicited on contract-level matters. |
| Were any matters submitted by the Registrant for its security holders' vote during the reporting period? |
Yes
No
|
| Instruction. For purposes of this Item, the following proceedings should be described: (1) any bankruptcy, receivership or similar proceeding with respect to the Registrant or any of its significant subsidiaries; (2) any proceeding to which any director, officer or other affiliated person of the Registrant is a party adverse to the Registrant or any of its subsidiaries; and (3) any proceeding involving the revocation or suspension of the right of the Registrant to sell securities. |
| a. Have there been any material legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries was a party or of which any of their property was the subject during the reporting period? |
Yes
No
|
| b. Has any proceeding previously reported been terminated? |
Yes
No
|
| a. Were any claims with respect to the Registrant filed under a fidelity bond (including, but not limited to, the fidelity insuring agreement of the bond) during the reporting period? |
Yes
No
|
| a. Are the Registrant's officers or directors covered in their capacities as officers or directors under any directors and officers/errors and omissions insurance policy owned by the Registrant or anyone else? |
Yes
No
|
| Instruction. For purposes of this Item, a provision of financial support includes any (1) capital contribution, (2) purchase of a security from a Money Market Fund in reliance on rule 17a-9 under the Act (17 CFR 270.17a-9), (3) purchase of any defaulted or devalued security at fair value reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio, (4) execution of letter of credit or letter of indemnity, (5) capital support agreement (whether or not the Registrant ultimately received support), (6) performance guarantee, or (7) other similar action reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. Provision of financial support does not include any (1) routine waiver of fees or reimbursement of Registrant's expenses, (2) routine inter-fund lending, (3) routine inter-fund purchases of Registrant's shares, or (4) action that would qualify as financial support as defined above, that the board of directors has otherwise determined not to be reasonably intended to increase or stabilize the value or liquidity of the Registrant's portfolio. |
| Did an affiliated person, promoter, or principal underwriter of the Registrant, or an affiliated person of such a person, provide any form of financial support to the Registrant during the reporting period? |
Yes
No
|
| a. During the reporting period, did the Registrant rely on any orders from the Commission granting an exemption from one or more provisions of the Act, Securities Act or Exchange Act? |
Yes
No
|
| a. Provide the information requested below about each principal underwriter: |
| Principal underwriter Record: 1 | |
| i. Full name | Northwestern Mutual Investment Services, LLC |
| ii. SEC file number (e.g., 8-) | 8-14088 |
| iii. CRD number | 000002881 |
| iv. LEI, if any | CYO86L8D7HTXW9SOZX28 |
| v. State, if applicable |
WISCONSIN
|
| vi. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| vii. Is the principal underwriter an affiliated person of the Registrant, or its investment adviser(s) or depositor? |
Yes
No
|
| b. Have any principal underwriters been hired or terminated during the reporting period? |
Yes
No
|
| Provide the following information about eachthe independent public accountant: |
| Public accountant Record: 1 | |
| a. Full Name | PricewaterhouseCoopers LLP |
| b. PCAOB Number | 238 |
| c. LEI, if any | 5493002GVO7EO8RNNS37 |
| d. State, if applicable |
NEW YORK
|
| e. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| f. Has the independent public accountant changed since the last filing? |
Yes
No
|
| Instruction. Small business investment companies are not required to respond to this item. |
| For the reporting period, did an independent public accountant's report on internal control note any material weaknesses? |
Yes
No
|
| For the reporting period, did an independent public accountant issue an opinion other than an unqualified opinion with respect to its audit of the Registrant's financial statements? |
Yes
No
|
| Instruction. Responses to this item need not include changes to valuation techniques used for individual securities (e.g., changing from market approach to income approach for a private equity security). In responding to Item B.20.c., provide the applicable "asset type" category specified in Item C.4.a. of Form N-PORT. In responding to Item B.20.d., provide a brief description of the type of investments involved. If the change in valuation methods applies only to certain sub-asset types included in the response to Item B.20.c., please provide the sub-asset types in the response to Item B.20.d. The responses to Item B.20.c. and Item B.20.d. should be identical only if the change in valuation methods applies to all assets within that category. |
| Have there been material changes in the method of valuation (e.g., change from use of bid price to mid price for fixed income securities or change in trigger threshold for use of fair value factors on international equity securities) of the Registrant's assets during the reporting period? |
Yes
No
|
| Have there been any changes in accounting principles or practices, or any change in the method of applying any such accounting principles or practices, which will materially affect the financial statements filed or to be filed for the current year with the Commission and which has not been previously reported? |
Yes
No
|
| Provide the following information about the depositor: |
| Depositor Record: 1 | |
| a. Full Name | The Northwestern Mutual Life Insurance Company |
| b. CRD number, if any | N/A |
| c. LEI, if any | 1DU7IM20QESYGDO4HO54 |
| d. State, if applicable |
WISCONSIN
|
| e. Foreign country, if applicable |
UNITED STATES OF AMERICA
|
| f. Full Name of ultimate parent of depositor | Northwestern Mutual Life Insurance Company |
| a. Provide the following information about each administrator of the Fund: |
| i. Full Name | |
| ii. LEI, if any, or provide and describe other identifying number | |
| Description of other identifying number | |
| iii. State, if applicable | |
| iv. Foreign country, if applicable | |
| v. Is the administrator an affiliated person of the Fund or depositor? |
Yes
No
|
| vi. Is the administrator a sub-administrator? |
Yes
No
|
| b. Has an administrator been hired or terminated during the reporting period? |
Yes
No
|
| Instruction. If the answer to Item F.3 is yes, respond to Item F.12 through Item F.19. If the answer to Item F.3 is no, respond to Item F.4 through Item F.11, and Item F.17 through Item F.19. |
| Is the Registrant a separate account of an insurance company? |
Yes
No
|
| Series identification number: | S000013776 |
| Instruction. In the case of group contracts, each participant certificate should be counted as an individual contract. | ||
| For each security that has a contract identification number assigned pursuant to rule 313 of Regulation S-T (17 CFR 232.313), provide the number of individual contracts that are in force at the end of the reporting period: | 44449 | |
| Instruction. In the case of group contracts, each participant certificate should be counted as an individual contract. | ||
| For each security that has a contract identification number assigned pursuant to rule 313 of Regulation S-T (17 CFR 232.313), provide the following information as of the end of the reporting period: | ||
| Contact security Record: 1 | ||
| a. Full name of the security: | Executive Variable Universal Life II | |
| b. Contract identification number: | C000212051 | |
| c. Total assets attributable to the security: | 9,443,834.30000000 | |
| d. Number of contracts sold during the reporting period: | 103 | |
| e. Gross premiums received during the reporting period: | 5,707,407.42000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 280,835.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 5 | |
| h. Amount of contract value redeemed during the reporting period | 68,479.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 0.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 0 | |
| Contact security Record: 2 | ||
| a. Full name of the security: | Variable Universal Life Plus - NY | |
| b. Contract identification number: | C000216216 | |
| c. Total assets attributable to the security: | 35,911,478.07000000 | |
| d. Number of contracts sold during the reporting period: | 0 | |
| e. Gross premiums received during the reporting period: | 24,972,535.00000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 0.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 0 | |
| h. Amount of contract value redeemed during the reporting period | 147,143.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 0.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 0 | |
| Contact security Record: 3 | ||
| a. Full name of the security: | Executive Variable Universal Life | |
| b. Contract identification number: | C000037853 | |
| c. Total assets attributable to the security: | 106,851,019.77000000 | |
| d. Number of contracts sold during the reporting period: | 0 | |
| e. Gross premiums received during the reporting period: | 9,572,317.00000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 0.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 0 | |
| h. Amount of contract value redeemed during the reporting period | 1,474,436.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 3,890.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 2 | |
| Contact security Record: 4 | ||
| a. Full name of the security: | Variable Universal Life Plus | |
| b. Contract identification number: | C000212050 | |
| c. Total assets attributable to the security: | 409,831,419.76000000 | |
| d. Number of contracts sold during the reporting period: | 15552 | |
| e. Gross premiums received during the reporting period: | 275,741,303.00000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 4,199,865.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 303 | |
| h. Amount of contract value redeemed during the reporting period | 3,199,453.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 364,988.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 28 | |
| Contact security Record: 5 | ||
| a. Full name of the security: | Custom Variable Universal Life | |
| b. Contract identification number: | C000037773 | |
| c. Total assets attributable to the security: | 780,359,376.70000000 | |
| d. Number of contracts sold during the reporting period: | 0 | |
| e. Gross premiums received during the reporting period: | 102,251,304.00000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 0.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 0 | |
| h. Amount of contract value redeemed during the reporting period | 14,638,716.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 4,181,080.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 56 | |
| Contact security Record: 6 | ||
| a. Full name of the security: | Survivorship Variable Universal Life | |
| b. Contract identification number: | C000037855 | |
| c. Total assets attributable to the security: | 48,386,720.13000000 | |
| d. Number of contracts sold during the reporting period: | 0 | |
| e. Gross premiums received during the reporting period: | 4,818,680.00000000 | |
| f. Gross premiums received pursuant to section 1035 exchanges: | 0.00000000 | |
| g. Number of contracts affected in connection with premiums paid in pursuant to section 1035 exchanges: | 0 | |
| h. Amount of contract value redeemed during the reporting period | 953,227.00000000 | |
| i. Amount of contract value redeemed pursuant to section 1035 exchanges: | 590,352.00000000 | |
| j. Number of contracts affected in connection with contract value redeemed pursuant to section 1035 exchanges: | 1 | |
| Did the Registrant rely on rule 6c-7 under the Act (17 CFR 270.6c-7) during the reporting period? |
Yes
No
|
| Did the Registrant rely on rule 11a-2 under the Act (17 CFR 270.11a-2) during the reporting period? |
Yes
No
|
| Instruction.
This item may be used by a unit investment
trust that divested
itself of securities in accordance with
section 13(c). A unit
investment trust is not required to include
disclosure under this
item; however, the limitation on civil,
criminal, and administrative
actions under section 13(c) does not
apply with respect to a
divestment that is not disclosed under
this item.
If a unit investment trust divests itself of securities in accordance with section 13(c) during the period that begins on the fifth business day before the date of filing a report on Form N-CEN and ends on the date of filing, the unit investment trust may disclose the divestment in either the report or an amendment thereto that is filed not later than five business days after the date of filing the report. For purposes of determining when a divestment should be reported under this item, if a unit investment trust divests its holdings in a particular security in a related series of transactions, the unit investment trust may deem the divestment to occur at the time of the final transaction in the series. In that case, the unit investment trust should report each transaction in the series on a single report on Form N-CEN, but should separately state each date on which securities were divested and the total number of shares or, for debt securities, principal amount divested, on each such date. Item F.17 shall terminate one year after the first date on which all statutory provisions that underlie section 13(c) have terminated. |
| a. If the Registrant has divested itself of securities in accordance with section 13(c) of the Act (15 U.S.C. 80a-13(c)) since the end of the reporting period immediately prior to the current reporting period and before filing of the current report, disclose the information requested below for each such divested security: |
| i. Full name of the issuer | |
| ii. Ticker Symbol | |
| iii. CUSIP number | |
| iv. Total number of shares or, for debt securities, principal amount divested: | |
| v. Date that the securities were divested: | |
| vi. Name of the statute that added the provision of section 13(c) in accordance with which the securities were divested: |
| b. If the Registrant holds any securities of the issuer on the date of the filing, provide the information requested below: |
| i. Ticker Symbol | |
| ii. CUSIP number | |
| iii. Total number of shares or, for debt securities, principal amount held on the date of the filing: |
| Did the Registrant rely on rule 12d1-4 under the Act (17 CFR 270.12d1-4) during the reporting period? |
Yes
No
|
| Did the Registrant rely on the statutory exception in section 12(d)(1)(G) of the Act (15 USC 80a-12(d)(1)(G)) during the reporting period? |
Yes
No
|
| Attachments applicable to all Registrants. All Registrants shall file the following attachments, as applicable, with the current report. Indicate the attachments filed with the current report by checking the applicable items below: |
i. Legal proceedings
ii. Provision of financial support
iii. Independent public accountant's report on internal
control (management investment companies other than small business
investment companies only)
iv. Change in accounting principles and practices
v. Information required to be filed pursuant to
exemptive orders
vi. Other information required to be included
as an attachment pursuant to Commission rules and regulations
|
| Instructions. 1. Item G.1.a.i. Legal proceedings. (a) If the Registrant responded "YES" to Item B.11.a., provide a brief description of the proceedings. As part of the description, provide the case or docket number (if any), and the full names of the principal parties to the proceeding. (b) If the Registrant responded "YES" to Item B.11.b., identify the proceeding and give its date of termination. 2. Item G.1.a.ii. Provision of financial support. If the Registrant responded "YES" to Item B.14., provide the following information (unless the Registrant is a Money Market Fund): (a) Description of nature of support. (b) Person providing support. (c) Brief description of relationship between the person providing support and the Registrant. (d) Date support provided. (e) Amount of support. (f) Security supported (if applicable). Disclose the full name of the issuer, the title of the issue (including coupon or yield, if applicable) and at least two identifiers, if available (e.g., CIK, CUSIP, ISIN, LEI). (g) Value of security supported on date support was initiated (if applicable). (h) Brief description of reason for support. (i) Term of support. (j) Brief description of any contractual restrictions relating to support. 3. Item G.1.a.iii. Independent public accountant's report on internal control (management investment companies other than small business investment companies only). Each management investment company shall furnish a report of its independent public accountant on the company's system of internal accounting controls. The accountant's report shall be based on the review, study and evaluation of the accounting system, internal accounting controls, and procedures for safeguarding securities made during the audit of the financial statements for the reporting period. The report should disclose any material weaknesses in: (a) the accounting system; (b) system of internal accounting control; or (c) procedures for safeguarding securities which exist as of the end of the Registrant's fiscal year. The accountant's report shall be furnished as an exhibit to the form and shall: (1) be addressed to the Registrant's shareholders and board of directors; (2) be dated; (3) be signed manually; and (4) indicate the city and state where issued. Attachments that include a report that discloses a material weakness should include an indication by the Registrant of any corrective action taken or proposed. The fact that an accountant's report is attached to this form shall not be regarded as acknowledging any review of this form by the independent public accountant. 4. Item G.1.a.iv. Change in accounting principles and practices. If the Registrant responded "YES" to Item B.21, provide an attachment that describes the change in accounting principles or practices, or the change in the method of applying any such accounting principles or practices. State the date of the change and the reasons therefor. A letter from the Registrant's independent accountants, approving or otherwise commenting on the change, shall accompany the description. 5. Item G.1.a.v. Information required to be filed pursuant to exemptive orders. File as an attachment any information required to be reported on Form N-CEN or any predecessor form to Form N-CEN (e.g., Form N-SAR) pursuant to exemptive orders issued by the Commission and relied on by the Registrant. 6. Item G.1.a.vi. Other information required to be included as an attachment pursuant to Commission rules and regulations. File as an attachment any other information required to be included as an attachment pursuant to Commission rules and regulations. |
| Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| Registrant | Northwestern Mutual Variable Life Account II | |
| Date | 2023-03-09 | |
| Signature | Todd Kuzminski | |
| Title | VP Investment Accounting | |