Northwestern Mutual Variable Life Account (VEL)
Registration No. 333-36865
Registration No. 811-03989
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
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REGISTRATION STATEMENT UNDER THE SECURITIES |
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ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 24 |
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and/or |
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REGISTRATION STATEMENT UNDER THE INVESTMENT |
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COMPANY ACT OF 1940 |
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Amendment No. 56 |
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(Check appropriate box or boxes.) |
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NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT |
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(Exact Name of Registrant) |
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THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY |
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(Name of Depositor) |
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720 East Wisconsin Avenue, Milwaukee, Wisconsin |
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53202 |
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(Address of Depositor’s Principal Executive Offices) |
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(Zip Code) |
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Depositor’s Telephone Number, including Area Code 414-271-1444 |
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RAYMOND J. MANISTA, General Counsel and Secretary |
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The Northwestern Mutual Life Insurance Company |
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720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 |
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(Name and Address of Agent for Service) |
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Copy to: |
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Chad E. Fickett, Assistant General Counsel |
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The Northwestern Mutual Life Insurance Company |
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720 East Wisconsin Avenue |
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Milwaukee, Wisconsin 53202 |
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414-665-1209 |
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Approximate Date of Proposed Public Offering
Continuous
It is proposed that this filing will become effective (check appropriate space)
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immediately upon filing pursuant to paragraph (b) of Rule 485 |
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on pursuant to paragraph (b) of Rule 485 |
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60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
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on pursuant to paragraph (a)(1) of Rule 485 |
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered: Interests in the Northwestern Mutual Variable Life Account under flexible premium
variable life insurance policies.
Registrant is filing this Post-Effective Amendment No. 24 to the Registration Statement No. 333-36865 for the
purposes of including in the Registration Statement a Supplement that describes a forthcoming substitution of one investment option for a different investment option. This Post-Effective Amendment does not amend or delete the currently effective
Prospectus, Statement of Additional Information, or supplements to the Prospectus or Statement of Additional Information, or any other part of the Registration Statement except as specifically noted herein.
PART A — PROSPECTUS
Incorporated by reference to the Prospectus as filed under Form N-6, Post-Effective Amendment No. 23 under the Securities Act of 1933 and Amendment
No. 51 under the Investment Company Act of 1940, File Nos. 333-36865 and 811-03989, respectively, filed on April 25, 2013 (Accession No. 0001193125-13-173985), the definitive form of which was filed on May 3, 2013 (Accession
No. 0001193125-13-198060), as well as supplements to such Prospectus as filed on June 4, 2013 (Accession
No. 0001193125-13-246328), August 1, 2013 (Accession No. 0001193125-13-315174), and August 23, 2013 (Accession
No. 0001193125-13-345392).
A supplement dated October 1, 2013 to the Prospectus is included herewith in Part A of this Post-Effective Amendment
No. 24 under the Securities Act of 1933 and Amendment No. 56 under the Investment Company Act of 1940, File Nos. 333-36865 and 811-03989, respectively.
PART B — STATEMENT OF ADDITIONAL INFORMATION
Incorporated by reference to the Prospectus as filed under Form N-6, Post-Effective Amendment No. 23 under the Securities Act of 1933 and Amendment
No. 51 under the Investment Company Act of 1940, File Nos. 333-36865 and 811-03989, respectively, filed on April 25, 2013 (Accession No. 0001193125-13-173985), the definitive form of which was filed on May 3, 2013 (Accession
No. 0001193125-13-198060).
PART C – OTHER INFORMATION
Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C of this Registration Statement.
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
SUPPLEMENT TO THE PROSPECTUSES
VARIABLE LIFE (DATED MAY 1, 2013)
VARIABLE COMPLIFE® (DATED MAY 1, 2013)
VARIABLE JOINT LIFE (DATED MAY 1, 2013)
VARIABLE EXECUTIVE LIFE (DATED MAY 1, 2013)
NORTHWESTERN
MUTUAL VARIABLE LIFE ACCOUNT II
SUPPLEMENT TO THE PROSPECTUSES
CUSTOM VARIABLE UNIVERSAL LIFE (DATED MAY 1, 2013)
EXECUTIVE VARIABLE UNIVERSAL LIFE (DATED MAY 1, 2013)
SURVIVORSHIP VARIABLE UNIVERSAL LIFE (DATED MAY 1, 2013)
The purpose of this Supplement
and Notice is to inform you that we received the approval of the Securities and Exchange Commission (the “SEC”) to substitute the Commodity Return Strategy Portfolio (the “Replacement Commodity Portfolio”), a portfolio of Credit
Suisse Trust, for the Commodities Return Strategy Portfolio (the “Replaced Commodities Portfolio”), a series of Northwestern Mutual Series Fund, Inc.
On November 15, 2013 (the “effective date”), we will automatically transfer any amounts you have in the Division investing in the
Replaced Commodities Portfolio to the Division investing in the Replacement Commodity Portfolio (the “Substitution”). Allocations to the Replaced Commodities Portfolio through preexisting dollar-cost averaging programs, portfolio
rebalancing elections, asset allocation models or other automatic transfers or scheduled or systematic transactions will be replaced with allocations to the Replacement Commodity Portfolio and the Replaced Commodities Portfolio will no longer be
available as an investment option. Allocations to this Portfolio after the effective date will be deemed made to the Replacement Commodity Portfolio. Please note that the Replacement Commodity Portfolio will not be available as an investment
option until the effective date.
This change will not result in a change in policy value or death benefit, you will not incur any fees or charges as
a result of this transaction, and your rights or our obligations under the policy will not be altered. We or our affiliates will bear all expenses incurred in connection with the Substitution. You may continue to transfer amounts from the Division
investing in the Replaced Commodities Portfolio to other Divisions until the effective date and you should consider doing so if you do not want your assets transferred by us as described above. The first transfer made from the Replaced Commodities
Portfolio between May 1, 2013 and the effective date will not count toward your limit on transfers as part of our policies and procedures on short-term and excessive trading. For those policy owners with amounts in the Replaced Commodities
Portfolio that were transferred to the Replacement Commodity Portfolio on the effective date, for 30 days after the effective date any such transfer will not count toward your limit on transfers as part of our policies on short-term and excessive
trading. Within five days after the Substitution, we will forward policy owners affected by this transaction a written notice informing them of the details of the transfer.
Disclosures in your prospectus regarding the Substitution and/or our prior request for approval in the “Dollar-Cost Averaging” and “Portfolio
Rebalancing” sections, if applicable, as well as any other sections discussing the Substitution, should be read in light of the fact that we have obtained approval for, and will proceed with, the Substitution on the effective date. In addition,
please note the following specific changes effective November 15, 2013:
All references to the “Commodities Return Strategy
Portfolio” series of Northwestern Mutual Series Fund, Inc., including any footnotes, are deleted.
The following portfolio should be added to the list of investment options on the front cover page:
Credit Suisse Trust
Commodity Return Strategy Portfolio
The
paragraph immediately preceding the Annual Operating Expenses table in the “Annual Operating Expenses” section is amended as follows:
The
following table shows total annual operating expenses of each Portfolio available for investment under the Policy. Operating expenses are expressed as a percentage of average net assets for the year ended December 31, 2012, except as otherwise
set forth in the notes to the table. The Russell Investment Funds LifePoints® Variable Target Portfolio Series are funds of funds and because of their two-tiered structure, may have fees that
are higher than other funds. The Portfolio expenses used to prepare the table were provided to the Company by the Portfolios. The Company has not independently verified such information. The expenses shown are based on expenses incurred for the year
ended December 31, 2012, or restated to reflect current expenses (see attached prospectuses for the Funds). Current or future expenses may be higher or lower than those shown, especially in periods of market volatility. Effective
November 15, 2013, the investment adviser to the Commodity Return Strategy Portfolio, Credit Suisse Asset Management, LLC, will limit the Portfolio’s operating expenses (excluding certain expenses as described in the Portfolio’s
prospectus) to 1.05% of the Portfolio’s average daily net assets at least through November 15, 2015.
The following is hereby added to the
Annual Portfolio Operating Expenses table:
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Investment
Advisory
Fees |
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Other
Expenses |
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12b-1
Fees |
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Acquired Fund
Fees and
Expenses |
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Total
Operating
Expenses |
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Fee Waivers &
Reimbursements |
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Total Net
Operating
Expenses |
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| Credit Suisse Trust
Commodity Return Strategy Portfolio(20) |
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0.50 |
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0.59 |
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0.25 |
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0.00 |
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1.34 |
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0.00 |
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1.34 |
% |
The following is added to “The Funds” section of the prospectus:
Credit Suisse Trust
The Commodity Return Strategy
Portfolio is a series of Credit Suisse Trust. The Separate Account buys shares of the Portfolio, the investment adviser for which is Credit Suisse Asset Management, LLC.
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Investment Objective |
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Sub-adviser |
| Commodity Return Strategy Portfolio |
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Total Return |
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N/A |
In the Custom Variable Universal Life, Executive Variable Universal Life, and Survivorship Variable
Universal Life prospectuses the sub-section entitled “The Substitution” in the “Other Policy Transactions” section is hereby deleted.
The last four paragraphs in the section entitled “Substitution of Fund Shares and Other Changes” in the Variable Life, Variable
CompLife®, Variable Executive Life, and Variable Joint Life prospectuses are hereby deleted.
The following definition of “Good Order” in the Glossary is amended as follows:
Your request or payment meets all the current requirements necessary for us to process it. For certain requests this may include, as applicable, the return of
proceeds, evidence of insurability, underwriting, MEC-limit (or insurance qualification) requirements, any premium payments due or proper completion of certain Northwestern Mutual forms.
If you have any questions concerning the Substitution, please contact your Registered Representative or the Variable Life Customer Services Center, toll-free
at 1-888-424-2609.
Please read this Supplement and Notice carefully and keep it with your Prospectus for future reference.
This Supplement is dated October 1, 2013.
PART C
OTHER INFORMATION
Item 26. Exhibits
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Description |
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Filed Herewith/Incorporated Herein By Reference To |
| (a)(1) |
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Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company amending Northwestern Mutual Variable Life Account Operating Authority |
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Exhibit (a)(1) to Form N-6 Post-Effective Amendment No. 30 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed February
21, 2006 |
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Resolution of Board of Trustees of The Northwestern Mutual Life Insurance Company establishing the Account |
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Exhibit A(1) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1,
1997 |
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Not Applicable |
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Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC, dated May 1, 2006 |
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Exhibit (c) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed July 28,
2006 |
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Flexible Premium Variable Life Insurance Policy, RR.VEL. (0398), including Policy amendments
Form of Notice of short-term cancellation right |
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Exhibits A(5)(a), A(5)(b), and A(5)(c) to Form S-6 Post-Effective Amendment No. 6 for Northwestern Mutual Variable Life Account, File No.
333-36865, filed May 31, 2001 |
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Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-neutral) |
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Exhibit A(5)(a) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1,
1997 |
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Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-distinct) |
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Exhibit A(5)(b) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1,
1997 |
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Form of Life Insurance Application 90-1 L.I.(0198) WISCONSIN and Application Supplement (1003) |
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Exhibit (e) to Form N-6 Post-Effective Amendment No. 11 for Northwestern Mutual Variable Life Account, File No. 333-36865, filed April
28, 2005 |
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Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972) |
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Exhibit A(6)(a) to Form S-6 Post-Effective Amendment No. 18 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 26, 1996 |
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Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002 |
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Exhibit (f) to Form N-6 Post-Effective Amendment No. 8 for Northwestern Mutual Variable Life Account, File No. 333-36865, filed
February 28, 2003 |
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Form of Reinsurance Agreement |
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Exhibit (g) to Form N-6 Post-Effective Amendment No. 8 for Northwestern Mutual Variable Life Account, File No. 333-36865, field February
28, 2003 |
| (h)(a)(1) |
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Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company |
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Exhibit (b)(8)(a) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed
April 28, 2005 |
| (h)(a)(2) |
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Amendment No. 1 dated August 7, 2000 to the Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance
Company |
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Exhibit (h)1(a)(2) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed July 28,
2006 |
| (h)(a)(3) |
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Amendment No. 2 dated October 13, 2006 to Participation Agreements dated March 16, 1999 and August 7, 2000, respectively, by and among The Northwestern Mutual
Life Insurance Company, Russell Investment Funds, f/k/a “Russell Insurance Funds,” and Russell Fund Distributors, Inc. |
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Exhibit (h)1(a)(3) to Form N-6 Pre-Effective Amendment No. 1, for Northwestern Mutual Variable Life Account II,
File No. 333-136124, filed December 13, 2006 |
C-1
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| (h)(a)(4) |
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Amendment No. 3 dated August 29, 2007 to Participation Agreements dated March 16, 1999, August 7, 2000, and October 13, 2006, respectively, by and among The Northwestern
Mutual Life Insurance Company, Russell Investment Funds, f/k/a “Russell Insurance Funds,” and Russell Fund Distributors, Inc. |
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Exhibit (h)(a)(4) to Form N-6 Post-Effective Amendment No. 41 for Northwestern Mutual Variable Life Account, File No. 002-89972, filed on
April 25, 2013 |
| (h)(b)(1) |
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Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors Corporation and The Northwestern Mutual Life Insurance Company |
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Exhibit (b)(8)(b) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed April 28,
2005 |
| (h)(b)(2) |
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Amendment No. 1 dated October 18, 2006 to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Corporation, and each of
Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III |
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Exhibit (h)1(b)(2) to Form N-6 Pre-Effective Amendment No. 1, for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed
December 13, 2006 |
| (h)(b)(3) |
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Participation Agreement dated April 30, 2007 among Neuberger Berman Advisers Management Trust, Neuberger Berman Management Inc., and The Northwestern Mutual Life Insurance Company |
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Exhibit (h)(e) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (h)(b)(4) |
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Participation Agreement dated September 27, 2013 among Credit Suisse Trust, Credit Suisse Asset Management, LLC, Credit Suisse Securities (USA) LLC, and The Northwestern Mutual Life Insurance
Company |
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Exhibit (h)(b)(4) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed
on October 1, 2013 |
| (h)(b)(5) |
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Form of Amendment to Participation Agreement regarding Rule 498 |
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Exhibit (h)(b)(5) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed
on October 1, 2013 |
| (h)(c)(1) |
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Administrative Service Fee Agreement dated February 28, 1999 between The Northwestern Mutual Life Insurance Company and Frank Russell Company |
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Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed April 28,
2005 |
| (h)(c)(2) |
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Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company |
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Exhibit (b)(8)(c)(2) to Form N-4 Pre-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-133380, filed August
8, 2006 |
| (h)(c)(3) |
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Amendment dated August 1, 2004 to the Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance
Company |
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Exhibit (b)(8)(c)(3) to Form N-4 Pre-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-133380, filed August
8, 2006 |
| (h)(c)(4) |
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Form of Administrative Services Agreement |
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Exhibit (h)(c)(2) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (i) |
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Not Applicable |
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| (j)(a) |
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Agreement entered into on February 13, 1984 among Northwestern Mutual Variable Life Account, The Northwestern Mutual Life Insurance Company and NML Equity
Services, Inc. (n/k/a Northwestern Mutual Investment Services, LLC) |
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Exhibit A(8) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File
No. 333-36865, filed October 1, 1997 |
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| (j)(b) |
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Shareholder Information Agreement dated April 13, 2007 among Russell Investment Management Company on behalf of Russell Investment Funds and The Northwestern Mutual Life Insurance
Company |
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Exhibit (j)(b) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (j)(c) |
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Amendment No. 1 dated October 20, 2008 to Shareholder Information Agreement dated April 13, 2007 among Russell Fund Services Company on behalf of Russell Investment Funds and The
Northwestern Mutual Life Insurance Company |
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Exhibit (j)(c) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (j)(d) |
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Shareholder Information Agreement dated April 13, 2007 among Fidelity Distributors Corporation on behalf of Fidelity® Variable
Insurance Products Fund and The Northwestern Mutual Life Insurance Company |
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Exhibit (j)(d) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (j)(e) |
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Shareholder Information Agreement dated April 16, 2007 among Northwestern Mutual Series Fund, Inc. and The Northwestern Mutual Life Insurance Company |
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Exhibit (j)(e) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed
April 30, 2012 |
| (j)(f) |
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Shareholder Information Agreement dated October 16, 2007 among Neuberger Berman Management Inc. and The Northwestern Mutual Life Insurance Company |
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Exhibit (j)(f) to Form N-6 Post-Effective Amendment No. 39 for Northwestern Mutual Variable Life Account, File No. 2-89972, filed April 30,
2012 |
| (j)(g) |
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Shareholder Information Agreement dated September 27, 2013 among Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Insurance Company |
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Exhibit (j)(f) to Form N-6 Post-Effective Amendment No. 10 for Northwestern Mutual Variable Life Account II, File No. 333-136124,
filed on October 1, 2013 |
| (j)(h) |
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Power of Attorney |
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Filed herewith |
| (j)(i) |
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NMIS/NM Annuity Operations Admin Agreement |
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Exhibit (b)(8)(i) to Form N-4 Post-Effective Amendment No. 19 for NML Variable Annuity Account A, File No. 333-72913, filed
April 22, 2008 |
| (k) |
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Opinion and Consent of Raymond J. Manista, Esq. dated October 1, 2013 |
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Filed herewith |
| (l) |
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Not Applicable |
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| (m) |
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Not Applicable |
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| (n) |
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Consent of PricewaterhouseCoopers LLP dated September 30, 2013 |
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Filed herewith |
| (o) |
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Not Applicable |
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| (p) |
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Not Applicable |
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| (q) |
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Memorandum Describing Issuance, Transfer and Redemption Procedures |
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Exhibit (q) to Form N-6 Post-Effective Amendment No. 23 for Northwestern Mutual Variable Life Account,
File No. 333-36865, filed April 25, 2013 |
Item 27. Directors and Officers of the Depositor
The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life
Insurance Company without regard to their activities relating to variable life insurance policies or their authority to act or their status as “officers” as that term is used for certain purposes of the federal securities laws and rules
thereunder.
TRUSTEES – As of September 3, 2013
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Address |
| John N. Balboni |
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Senior Vice President & CIO
International Paper 6400 Poplar
Avenue Memphis, TN 38197 |
C-3
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| David J. Drury |
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Owner and CEO
Poblocki Sign Company LLC 922
South 70th Street Milwaukee, WI 53214 |
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| Connie K. Duckworth |
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President and Chairman of the Board
ARZU 77 Stone Gate Lane
Lake Forest, IL 60045 |
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| James P. Hackett |
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President and CEO
Steelcase, Inc. 901 - 44th
Street Grand Rapids, MI 49508 |
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| P. Russell Hardin |
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President
Robert W. Woodruff Foundation 191
Peachtree Street NE, Suite 3540 Atlanta, GA 30303 |
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| Hans Helmerich |
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President & CEO
Helmerich & Payne, Inc. 1437
S. Boulder Avenue Tulsa, OK 74119-3609 |
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| Dale E. Jones |
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Vice Chairman
Heidrick & Struggles 2001
Pennsylvania Avenue, NW Suite 800
Washington, DC 20006 |
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| Margery Kraus |
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President & CEO
APCO Worldwide 700 12th Street, NW Suite 800
Washington, DC 20005 |
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| David J. Lubar |
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President
Lubar & Co. 700 N. Water
Street Suite 1200 Milwaukee,
WI 53202 |
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| Ulice Payne, Jr. |
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President & CEO
Addison-Clifton, LLC 13555
Bishops Court Suite 245
Brookfield, WI 53005 |
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| John E. Schlifske |
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Chairman and CEO
Northwestern Mutual 720 E.
Wisconsin Avenue Milwaukee, WI 53202 |
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| Mary Ellen Stanek |
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Managing Director & Chief Investment Officer
Baird Advisors Robert W. Baird
& Co. President-Baird Funds Inc.
777 E. Wisconsin Avenue 21st Floor Milwaukee, WI 53202 |
C-4
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| Timothy W. Sullivan |
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Former President & CEO
Bucyrus International, Inc. 5270
N. Lake Drive Whitefish Bay, WI 53217 |
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| S. Scott Voynich |
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Managing Partner
Robinson, Grimes & Company, PC
5637 Whitesville Road (31904) P.
O. Box 4299 (31914) Columbus, GA |
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| Ralph A. Weber |
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Founding Member
Gass, Weber, Mullins, LLC 309
North Water Street Suite 700
Milwaukee, WI 53202 |
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| Barry L. Williams |
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Retired Managing General Partner
Williams Pacific Ventures, Inc. 4
Embarcadero Center, Suite 3700 San Francisco, CA 94111 |
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| Benjamin F. Wilson |
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Managing Principal
Beveridge & Diamond, P.C.
1350 I Street, NW Suite 700
Washington, DC 20005 |
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| Edward J. Zore |
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Retired Chairman
Northwestern Mutual 777 E.
Wisconsin Suite 3005
Milwaukee, WI 53202 |
EXECUTIVE OFFICERS – As of September 3, 2013
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| John E. Schlifske |
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Chairman and Chief Executive Officer |
| Sandra L. Botcher |
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Vice President (Disability Income) |
| Michael G. Carter |
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Executive Vice President and Chief Financial Officer |
| Eric P. Christophersen |
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Vice President (Wealth Management) |
| David D. Clark |
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Senior Vice President (Real Estate) |
| Jefferson V. DeAngelis |
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Senior Vice President (Public Markets) |
| Joann M. Eisenhart |
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Senior Vice President (Human Resources) |
| Christina H. Fiasca |
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Vice President (Product Finance) |
| Timothy J. Gerend |
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Vice President (Compliance/Best Practices) |
| Kimberley Goode |
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Vice President (Communications & Corporate Affairs) |
| Karl G. Gouverneur |
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Vice President (Information Systems) |
| John M. Grogan |
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Senior Vice President (Planning & Sales) |
| Thomas C. Guay |
|
Vice President (Field Rewards) |
| Gary M. Hewitt |
|
Vice President (Investment Risk Management) |
| Ronald P. Joelson |
|
Executive Vice President & Chief Investment Officer |
| Todd M. Jones |
|
Vice President & Chief Risk Officer |
| J. Chris Kelly |
|
Vice President and Controller |
| John L. Kordsmeier |
|
Vice President (Strategic Philanthropy & Community Relations) |
| Jeffrey J. Lueken |
|
Senior Vice President (Securities) |
| Jean M. Maier |
|
Executive Vice President (Enterprise Operations and Technology) |
| Raymond J. Manista |
|
Senior Vice President, General Counsel & Secretary |
| Steven C. Mannebach |
|
Vice President (Field Growth & Development) |
| Christian W. Mitchell |
|
Vice President (Corporate Planning) |
C-5
|
|
|
| Gregory C. Oberland |
|
Executive Vice President (Products, Sales & Marketing) |
| Kathleen A. Oman |
|
Vice President (IT Relationship Management) |
| Gary A. Poliner |
|
President |
| Steven M. Radke |
|
Vice President (Government Relations) |
| David R. Remstad |
|
Senior Vice President and Chief Actuary |
| Bethany M. Rodenhuis |
|
Senior Vice President (Field Strategy & Services) |
| Tammy M. Roou |
|
Vice President (Enterprise Risk Assurance) |
| Timothy G. Schaefer |
|
Senior Vice President & Chief Information Officer |
| Calvin R. Schmidt |
|
Senior Vice President (Integrated Customer Operations) |
| Sarah R. Schneider |
|
Vice President (New Business) |
| Todd M. Schoon |
|
Executive Vice President (Agencies) |
| David W. Simbro |
|
Senior Vice President (Life & Annuity Products) |
| Steve P. Sperka |
|
Vice President (Long Term Care) |
| Paul J. Steffen |
|
Vice President (Agencies) |
| Conrad C. York |
|
Vice President (Marketing) |
| Todd O. Zinkgraf |
|
Vice President (Enterprise Solutions) |
OTHER OFFICERS – As of April 1, 2013
|
|
|
| Employee |
|
Title |
| Lisa C. Gandrud |
|
Senior Actuary |
| Gregory A. Gurlik |
|
Senior Actuary |
| Jason T. Klawonn |
|
VP-Actuary |
| James R. Lodermeier |
|
VP-Actuary |
| Ted A. Matchulat |
|
Director Product Compliance |
| Arthur V. Panighetti |
|
Regulatory & Tax Actuary |
| Deborah A. Schultz |
|
Senior Actuary |
| Chris G. Trost |
|
Senior Actuary |
| P. Andrew Ware |
|
VP-Actuary |
| |
|
|
| Mark S. Bishop |
|
Regional VP-Field Supervision |
| Somayajulu Durvasula |
|
Regional VP-Field Supervision |
| Mark J. Gmach |
|
Regional VP-Field Supervision |
| Laila V. Hick |
|
VP-Agency Development |
| Timothy Nelson |
|
Regional VP |
| Daniel J. O’Meara |
|
VP-Agency Development |
| Charles J. Pendley |
|
VP-Agency Development |
| |
|
|
| Anne A. Frigo |
|
Director-Insurance Product Compliance |
| Ricky J. Frank |
|
Director-Systems |
| Robert J. Johnson |
|
Director-Compliance |
| Gregory S. Leslie |
|
Director-Variable Product Compliance |
| James M. Makowski |
|
Director-Compliance |
| |
|
|
| Kevin J. Abitz |
|
Director-Corporate Reporting |
| Jason T. Anderson |
|
Asst. Director-Tax |
| Barbara E. Courtney |
|
Director-Mutual Fund Accounting |
| Walter M. Givler |
|
VP-Accounting Policy |
| Michelle A. Hinze |
|
Director-Accounting Operations |
| Todd C. Kuzminski |
|
Director-Investment Accounting |
| David K. Nunley |
|
VP-Tax |
| David E. Willert |
|
Director-Federal Tax |
| |
|
|
| Rick T. Zehner |
|
VP-Research & Special Projects |
| |
|
|
| Mark McNulty |
|
Director-Field Distribution Policies &
Administration |
| Daniel A. Riedl |
|
VP-Field Distribution Policies & Administration |
| Jeffrey P. Scholemer |
|
Director-Field Supervision |
| |
|
|
C-6
|
|
|
| Employee |
|
Title |
| Cynthia A. Criss |
|
Director-Field Recruitment |
| David A. Eurich |
|
Director-Field Training |
| Sarah L. N. Koenig |
|
Director-Horizontal Growth |
| Arleen J. Llewellyn |
|
Director-FR Engagement & Succession |
| Michael E. Pritzl |
|
VP-Leadership Development |
| Kamilah D. Williams-Kemp |
|
Director-Practice Management & Field Training |
| |
|
|
| Lisa A. Cadotte |
|
Director-Field System Financial Management |
| Robyn S. Cornelius |
|
Director-Distribution Planning |
| Virginia E. Riesing |
|
Director-Field Financial Consulting |
| Richard P. Snyder |
|
Director-Field Compensation |
| |
|
|
| Meg E. Jansky |
|
VP-Field Services & Support |
| Kevin J. Konopa |
|
Director-Client Management |
| Joanne M. Migliaccio |
|
Director-Field Services & Support |
| Joseph Roblee |
|
Director-Network Office Operations |
| David J. Writz |
|
Director-Client Management |
| |
|
|
| Karen A. Molloy |
|
VP-Treasurer |
| |
|
|
| Pency P. Byhardt |
|
Vice President Annuity Operations |
| Don P. Gehrke |
|
Director-ICS Investment Operations |
| Dennis P. Goyette |
|
Interim Director-Annuity Customer Service |
| Patricia J. Hillmann |
|
Director-Annuity Customer Service |
| Lori A. Toner |
|
Assistant Director Retail Investment Operations |
| Jeffrey B. Williams |
|
NMIS and WMC Chief Compliance Officer |
| |
|
|
| R. David Ells |
|
VP–Investment Strategy |
| |
|
|
| Karla J. Adams |
|
Director-Investment Risk Management |
| James A. Brewer |
|
Director-Investment Planning |
| David A. Escamilla |
|
Director-Investment Information |
| Donald Forecki |
|
Director-Investment Operations, Asst. Secretary |
| Michael S. Treptow |
|
Director-Investment Performance Management |
| |
|
|
| Mark J. Backe |
|
VP-Insurance & Operations Counsel |
| Joanne M. Breese-Jaeck |
|
Asst. General Counsel & Asst. Secretary |
| Christopher W. Brownell |
|
Asst. General Counsel & Asst. Secretary |
| Michael S. Bula |
|
Asst. General Counsel & Asst. Secretary |
| Thomas B. Christenson |
|
Asst. General Counsel & Asst. Secretary |
| Mark S. Diestelmeier |
|
Asst. General Counsel & Asst. Secretary |
| John E. Dunn |
|
VP & Investment Products & Services Counsel |
| James R. Eben |
|
Asst. General Counsel & Asst. Secretary |
| Bradley L. Eull |
|
Asst. General Counsel & Asst. Secretary |
| Chad E. Fickett |
|
Asst. General Counsel & Asst. Secretary |
| James C. Frasher |
|
Asst. General Counsel & Asst. Secretary |
| Sheila M. Gavin |
|
Asst. General Counsel & Asst. Secretary |
| Chris K. Gawart |
|
Asst. General Counsel & Asst. Secretary |
| Matthew D. Heinke |
|
Asst. General Counsel & Asst. Secretary |
| James A. Koelbl |
|
Asst. General Counsel & Asst. Secretary |
| Steven J. LaFore |
|
Asst. General Counsel & Asst. Secretary |
| Lisa A. Leister |
|
Asst. General Counsel & Asst. Secretary |
| Michael J. Mazza |
|
Asst. General Counsel & Asst. Secretary |
| Lesli H. McLinden |
|
Asst. General Counsel & Asst. Secretary |
| David K. Nelson |
|
Asst. General Counsel & Asst. Secretary |
| Michelle Nelson |
|
Asst. General Counsel & Asst. Secretary |
| Lisa Parrington |
|
Asst. General Counsel & Asst. Secretary |
C-7
|
|
|
| Employee |
|
Title |
| Randy M. Pavlick |
|
Asst. General Counsel & Asst. Secretary |
| William C. Pickering |
|
Asst. General Counsel & Asst. Secretary |
| Nora M. Platt |
|
Asst. General Counsel & Asst. Secretary |
| Zhibin Ren |
|
Asst. General Counsel & Asst. Secretary |
| Peter K. Richardson |
|
Asst. General Counsel & Asst. Secretary |
| Monica Riederer |
|
Asst. General Counsel & Asst. Secretary |
| Kathleen H. Schluter |
|
VP & Tax Counsel |
| Rodd Schneider |
|
VP & Litigation and Distribution Counsel |
| Paul Scott |
|
Asst. General Counsel & Asst. Secretary |
| Mark W. Smith |
|
Assoc. General Counsel & Asst. Secretary |
| John M. Thompson |
|
Asst. General Counsel & Asst. Secretary |
| John W. Warren |
|
Asst. General Counsel & Asst. Secretary |
| Terry R. Young |
|
Asst. General Counsel & Asst. Secretary |
| |
|
|
| Gregory A. Jaeck |
|
Director-Annuity & Income Markets |
| Jason R. Handal |
|
VP-Advanced Markets |
| Todd L. Laszewski |
|
Director-Life Product Development |
| William Brian Henning |
|
Director-Competitive Intelligence |
| Jane Ann Schiltz |
|
Director-LP Planning & Project Support |
| |
|
|
| Thomas R. Anderson |
|
Director-Integrated Planning |
| Rebekah B. Barsch |
|
VP-Market Strategy & Training |
| Barbara A. Bombaci |
|
Director-Advanced Planning |
| Kenneth P. Elbert |
|
Director-Advanced Planning |
| Daniel R. Finn |
|
Director-Advanced Planning |
| Stephen J. Frankl |
|
Regional Sales Director-East |
| William F. Grady, IV |
|
Director-Advanced Planning |
| Debra L. Hagan |
|
Director-Administration/Operations FSP |
| Patrick J. Horning |
|
Director-Advanced Planning |
| Shawn P. Mauser |
|
Regional Sales Director-South |
| Mac McAuliffe |
|
Director-Regional Sales Development |
| John E. Muth |
|
Director-Advanced Planning |
| John K. O’Meara |
|
Director-Advanced Planning |
| Brent A. Ritchey |
|
Director-Advanced Planning |
| David G. Stoeffel |
|
Vice President |
| William H. Taylor |
|
VP-Financial Planning & Sales Support |
| Janine L. Wagner |
|
Planning & Product Insurance Consultation |
| Stephanie Wilcox |
|
Planning & Sales Admin/Integration |
| Brian D. Wilson |
|
Regional Sales Director-Central |
| John K. Wilson |
|
Regional Sales Director-West |
| Stanford A. Wynn |
|
Director-Advanced Planning |
| |
|
|
| Carrie L. Bleck |
|
Director-Policyowner Services |
| Joseph R. Haselow |
|
Director-Integrated Customer Operations
Transformation |
| Travis T. Piotrowski |
|
VP-Policyowner Services |
| Sandra K. Scott |
|
Director-Life Benefits |
| Carol A. Stillwell |
|
Director-Policyowner Services |
| Natalie J. Versnik |
|
Director-Policyowner Services |
| Michael D. Zelinski |
|
Director Policyowner Services |
| |
|
|
| Shanklin B. Cannon |
|
Medical Director |
| Kurt P. Carbon |
|
Director-Life Lay Standards |
| Wayne F. Heidenreich |
|
Medical Director |
| Paul W. Skalecki |
|
VP-Underwriting Standards |
| |
|
|
| Mark J. McLennon |
|
VP-Investment Advisory Services |
C-8
The business addresses for all of the executive officers and other officers is 720 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
Item 28. Persons Controlled By or Under Common Control with the Depositor or Registrant
The subsidiaries of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), as of September 3,
2013 are shown below. In addition to the subsidiaries shown below, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:
| |
1. |
NML Variable Annuity Account A |
| |
2. |
NML Variable Annuity Account B |
| |
3. |
NML Variable Annuity Account C |
| |
4. |
Northwestern Mutual Variable Life Account |
| |
5. |
Northwestern Mutual Variable Life Account II |
Northwestern Mutual Series Fund, Inc. and Russell Investment Funds (the “Funds”), shown below as subsidiaries of
Northwestern Mutual, are investment companies, registered under the Investment Company Act of 1940, offering their shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are
voted by Northwestern Mutual in accordance with voting instructions obtained from the persons who own, or are receiving payments under, variable annuity contracts or variable life insurance policies issued in connection with the separate accounts,
or in the same proportions as the shares which are so voted.
|
|
|
|
|
| NORTHWESTERN MUTUAL CORPORATE
STRUCTURE(1) (as of September 3, 2013)
|
| Legal Entity Name |
|
Domestic Jurisdiction |
|
Owner % |
| Operating Subsidiaries |
|
|
|
|
| Northwestern Mutual Capital, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital Limited(2) |
|
United Kingdom |
|
100.00 |
| Mason Street Advisors,
LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Long Term Care Insurance Company(2) |
|
Wisconsin |
|
100.00 |
| Northwestern Mutual Investment Services, LLC(2) |
|
Wisconsin |
|
100.00 |
| Northwestern Mutual Real Estate Investments, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Wealth Management Company(2) |
|
United States |
|
100.00 |
| Frank Russell
Company(3) |
|
Washington |
|
92.63 |
| |
|
|
|
|
| All Other Subsidiaries |
|
|
|
|
| 100 East Wisconsin Avenue Joint Venture(2) |
|
Wisconsin |
|
100.00 |
| 31 Ogden,
LLC(2) |
|
Delaware |
|
100.00 |
| 3412 Exchange,
LLC(2) |
|
Delaware |
|
100.00 |
| AFE Brentwood Park,
LLC(2) |
|
Delaware |
|
100.00 |
| Amber,
LLC(2) |
|
Delaware |
|
100.00 |
| Arbor Lake Village Apartments Limited Liability Company(2) |
|
Delaware |
|
100.00 |
| Arbor Oaks
Ltd.(2) |
|
Florida |
|
100.00 |
| Baraboo,
Inc.(2) |
|
Delaware |
|
100.00 |
| Bayridge,
LLC(2) |
|
Delaware |
|
100.00 |
| Bishop Square,
LLC(2) |
|
Delaware |
|
100.00 |
| Bradford,
Inc.(2) |
|
Delaware |
|
100.00 |
| Brendan International Sales, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Burgundy,
LLC(2) |
|
Delaware |
|
100.00 |
| C – Land Fund,
LLC(2) |
|
Delaware |
|
100.00 |
| Chateau,
LLC(2) |
|
Delaware |
|
100.00 |
| Coral,
Inc.(2) |
|
Delaware |
|
100.00 |
| Cortona Holdings,
LLC(2) |
|
Delaware |
|
100.00 |
| Crosland Denver Highway 16, LLC(2) |
|
North Carolina |
|
100.00 |
C-9
|
|
|
|
|
| NORTHWESTERN MUTUAL CORPORATE
STRUCTURE(1) (as of September 3, 2013)
|
| Crosland Greens,
LLC(2) |
|
North Carolina |
|
100.00 |
| Fairfield West Deer Park LLC(2) |
|
Delaware |
|
100.00 |
| Hazel,
Inc.(2) |
|
Delaware |
|
100.00 |
| Higgins,
Inc.(2) |
|
Delaware |
|
100.00 |
| Highbrook International Sales, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Hobby,
Inc.(2) |
|
Delaware |
|
100.00 |
| Hollenberg 1,
Inc.(2) |
|
Delaware |
|
100.00 |
| Jacksonville Concourse II, LLC(2) |
|
Delaware |
|
100.00 |
| Jacksonville Concourse III, LLC(2) |
|
Delaware |
|
100.00 |
| Jacksonville Concourse,
LLC(2) |
|
Delaware |
|
100.00 |
| Juleen,
LLC(2) |
|
Delaware |
|
100.00 |
| Justin International FSC, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Klode,
Inc.(2) |
|
Delaware |
|
100.00 |
| Kristiana International Sales, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Logan,
Inc.(2) |
|
Delaware |
|
100.00 |
| Lydell,
Inc.(2) |
|
Delaware |
|
100.00 |
| Maroon,
Inc.(2) |
|
Delaware |
|
100.00 |
| Mason & Marshall, Inc.(2) |
|
Delaware |
|
100.00 |
| Millbrook Apartments Associates L.L.C.(2) |
|
Virginia |
|
100.00 |
| Mitchell,
Inc.(2) |
|
Delaware |
|
100.00 |
| Model Portfolios,
LLC(2) |
|
Delaware |
|
100.00 |
| N.M. Albuquerque,
Inc.(2) |
|
New Mexico |
|
100.00 |
| Nicolet,
Inc.(2) |
|
Delaware |
|
100.00 |
| NM BSA,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Cancer Center GP,
LLC(2) |
|
Delaware |
|
100.00 |
| NM DFW Lewisville,
LLC(2) |
|
Delaware |
|
100.00 |
| NM F/X,
LLC(2) |
|
Delaware |
|
100.00 |
| NM GP Holdings,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Harrisburg,
Inc.(2) |
|
Pennsylvania |
|
100.00 |
| NM Imperial,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Investment Holdings, Inc.(2) |
|
Delaware |
|
100.00 |
| NM Lion,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Majestic Holdings,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Pebble Valley
LLC(2) |
|
Delaware |
|
100.00 |
| NM RE Funds,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Regal,
LLC(2) |
|
Delaware |
|
100.00 |
| NM Twin Creeks GP,
LLC(2) |
|
Delaware |
|
100.00 |
| NML Clubs Associated,
Inc.(2) |
|
Wisconsin |
|
100.00 |
| NML Development
Corporation(2) |
|
Delaware |
|
100.00 |
| NML Real Estate Holdings, LLC(2) |
|
Wisconsin |
|
100.00 |
| NML Securities Holdings, LLC(2) |
|
Wisconsin |
|
100.00 |
| NMRM Holdings,
LLC(2) |
|
Delaware |
|
100.00 |
| North Charlotte Avenue Holdings, LLC(2) |
|
Tennessee |
|
100.00 |
| North Van Buren,
Inc.(2) |
|
Delaware |
|
100.00 |
| Northwestern Ellis
Company(2) |
|
Nova Scotia |
|
100.00 |
| Northwestern Mutual Capital GP II, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital GP III, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital GP, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital Mezzanine Fund II, LP(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital Mezzanine Fund III, LP(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Capital Strategic Equity Fund II, LP(2) |
|
Delaware |
|
100.00 |
C-10
|
|
|
|
|
| NORTHWESTERN MUTUAL CORPORATE
STRUCTURE(1) (as of September 3, 2013)
|
| Northwestern Mutual Capital Strategic Equity Fund III, LP(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual MU TLD Registry, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Registry, LLC(2) |
|
Delaware |
|
100.00 |
| Northwestern Mutual Series Fund, Inc.(4) |
|
Maryland |
|
100.00 |
| NW Pipeline,
Inc.(2) |
|
Texas |
|
100.00 |
| NWM MF I Market Track Holdings, LLC (2 |
|
Delaware |
|
100.00 |
| NWM MF II Dental Care Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF I Anadarko Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF I Topaz Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II BHG Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II Bronco Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II El Paso Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II Encap Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II M3 Holdings,
LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II M4 Holdings,
LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II PVR Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF II RLG Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| NWM SEF III CVS Holdings, LLC (2) |
|
Delaware |
|
100.00 |
| Olive,
Inc.(2) |
|
Delaware |
|
100.00 |
| Osprey Links Golf Course, LLC(2) |
|
Delaware |
|
100.00 |
| Osprey Links,
LLC(2) |
|
Delaware |
|
100.00 |
| Park Ridge Corporate Center, LLC(2) |
|
Delaware |
|
100.00 |
| Piedmont Center, 1-4
LLC(2) |
|
Delaware |
|
100.00 |
| Piedmont Center, 15
LLC(2) |
|
Delaware |
|
100.00 |
| Plantation Oaks MHC-NM,
LLC(2) |
|
Delaware |
|
100.00 |
| RE
Corp.(2) |
|
Delaware |
|
100.00 |
| Regina International Sales, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Russet,
Inc.(2) |
|
Delaware |
|
100.00 |
| Scotty,
LLC(2) |
|
Delaware |
|
100.00 |
| Solar Resources,
Inc.(2) |
|
Wisconsin |
|
100.00 |
| Stadium and Arena Management, Inc.(2) |
|
Delaware |
|
100.00 |
| Travers International Sales, Inc.(2) |
|
U.S. Virgin Islands |
|
100.00 |
| Tupelo,
Inc.(2) |
|
Delaware |
|
100.00 |
| Two Con Holdings,
LLC(2) |
|
Delaware |
|
100.00 |
| Two Con SPE,
LLC(2) |
|
Delaware |
|
100.00 |
| Two Con,
LLC(2) |
|
Delaware |
|
100.00 |
| Villas of St. Johns
L.L.C.(2) |
|
Florida |
|
100.00 |
| Walden OC,
LLC(2) |
|
Delaware |
|
100.00 |
| Warren Corporate Center, LLC(2) |
|
Delaware |
|
100.00 |
| West Huron Joint
Venture(2) |
|
Washington |
|
100.00 |
| White Oaks,
Inc.(2) |
|
Delaware |
|
100.00 |
| Windwood Drive Ann Arbor, LLC(2) |
|
Delaware |
|
100.00 |
| (1) |
Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2012, they did not constitute a significant subsidiary
as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented. Excluded is the entire corporate structure under Frank
Russell Company, which includes registered investment advisers and registered investment companies. |
| (2) |
Subsidiary included in the consolidated financial statements. |
| (3) |
Subsidiary files separate financial statements. |
C-11
| (4) |
Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large
Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio,
International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond
Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Commodities Return Strategy Portfolio, Balanced Portfolio, Asset Allocation Portfolio. |
Item 29. Indemnification
(a) That portion of the By-laws of the Depositor, Northwestern Mutual, relating to
indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution and previously filed as Exhibit A(6)(b) to the registration statement
of Northwestern Mutual Variable Life Account (File No. 333-59103) on July 15, 1998.
(b) Section 10 of the
Distribution Agreement dated May 1, 2006 between Northwestern Mutual and Northwestern Mutual Investment Services, LLC (“NMIS”) provides substantially as follows:
B. Indemnification by Company. The Company agrees to indemnify, defend and hold harmless NMIS, its
successors and assigns, and their respective officers, directors, and employees (together referred to as “NMIS Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable
investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NMIS and/or any NMIS Related Persons may become subject, under any law,
regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by the Company and (ii) any untrue statement of or omission to state a material fact (except for information
supplied by or on behalf of NMIS or for which NMIS is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material.
This indemnification shall be in addition to any liability that the Company may otherwise have; provided,
however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking
indemnification.
C. Indemnification by NMIS. NMIS agrees to indemnify, defend and hold harmless
the Company, its successors and assigns, and their respective officers, trustees or directors, and employees (together referred to as “ Company Related Persons”), from any and all joint or several losses, claims, damages or liabilities
(including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which the Company and/or any Company Related Persons may
become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by NMIS and (ii) any untrue statement of or omission to state a material fact (except
for information supplied by or on behalf of the Company or for which the Company is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by NMIS to the Company specifically for use in the preparation of the aforesaid
material.
This indemnification shall be in addition to any liability that NMIS may otherwise have;
provided however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person
seeking indemnification.
D. Indemnification Generally. Any person seeking indemnification under
this section shall promptly notify the indemnifying party in writing after receiving notice of the commencement of any action as to which a claim for indemnification will be made; provided, however, that failure to so notify the indemnifying party
shall not relieve such party from any liability which it may have to such person otherwise than on account of this section.
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The indemnifying party shall be entitled to participate in the
defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such party in defending himself, herself or
itself.
Item 30. Principal Underwriters
(a) NMIS is the principal underwriter of the securities of the Registrant. NMIS is also the principal underwriter for the NML
Variable Annuity Account A (811-21887), the NML Variable Annuity Account B (811-1668), the NML Variable Annuity Account C (811-21886), and the Northwestern Mutual Variable Life Account II (811-21933).
(b) As of September 3, 2013, the directors and officers of NMIS are as follows:
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| Name |
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Position |
| Jason T. Anderson |
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Assistant Treasurer |
| Pency P. Byhardt |
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Vice President, Annuity Operations |
| Michael G. Carter |
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Director |
| Michael J. Conmey |
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Assistant Secretary |
| Linda C. Donahue |
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NMIS Anti-Money Laundering (AML) Officer |
| Bradley L. Eull |
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Secretary, NMIS |
| Christina H. Fiasca |
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President and Chief Executive Officer |
| Don P. Gehrke |
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Director, Retail Investment Operations |
| Timothy J. Gerend |
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Vice President, Compliance/Best Practices |
| John M. Grogan |
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Director, Senior Vice President, Planning and Sales |
| Thomas C. Guay |
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Vice President, Field Rewards |
| Andrew E. Iggens |
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Assistant Treasurer |
| Jennifer W. Murphy |
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Director, NMIS Home Office Supervision/Administration |
| K. David Nunley |
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Assistant Treasurer |
| Jennifer O’Leary |
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Treasurer and Financial and Operations Principal |
| Gregory C. Oberland |
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Director |
| Travis T. Piotrowski |
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Vice President, Policyowner Services |
| Daniel A. Riedl |
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Vice President, Chief Operating Officer |
| Beth M. Rodenhuis |
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Senior Vice President, Agencies Strategy and Services |
| Calvin R. Schmidt |
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Director, Senior Vice President, Integrated Operations |
| Sarah R. Schneider |
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Vice President, New Business |
| Todd M. Schoon |
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Director, Executive Vice President, Agencies |
| David W. Simbro |
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Senior Vice President, Life and Annuity Products |
| Todd W. Smasal |
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Director, Human Resources |
| Paul J. Steffen |
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Vice President, Agencies |
| David G. Stoeffel |
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Vice President, Planning and Sales |
| Kellen A. Thiel |
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Director, Investment Products |
| Jeffrey B. Williams |
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Vice President, NMIS Compliance, and Chief Compliance Officer |
The address for each director and officer of NMIS is 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
(c) NMIS, the principal underwriter, received $12,321,208 of commissions and other compensation, directly or indirectly, from
Registrant during the last fiscal year.
Item 31. Location of Accounts and Records
All accounts, books or other documents required to be maintained in connection with the Registrant’s operations are
maintained in the physical possession of Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
C-13
Item 32. Management Services
There are no management-related service contracts, other than those referred to in Part A or Part B of this Registration
Statement, under which management-related services are provided to the Registrant and pursuant to which total payments of $5,000 or more were made during any of the last three fiscal years.
Item 33. Fee Representation
The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the variable life
insurance policies which are the subject of 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 under the policies.
C-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Northwestern Mutual
Variable Life Account, certifies that it meets all of the requirements for effectiveness of this Amended Registration pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amended Registration Statement to be signed on
its behalf, in the City of Milwaukee, and State of Wisconsin, on the 1st day of October, 2013.
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NORTHWESTERN MUTUAL VARIABLE LIFE |
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ACCOUNT (Registrant) |
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By |
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THE NORTHWESTERN MUTUAL LIFE |
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INSURANCE COMPANY (Depositor) |
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| Attest: |
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/s/ RAYMOND J. MANISTA |
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By: |
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/s/ JOHN E. SCHLIFSKE |
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Raymond J. Manista, |
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John E. Schlifske, |
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General Counsel and Secretary |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amended Registration
Statement has been signed by the Depositor on the 1st day of October, 2013.
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THE NORTHWESTERN MUTUAL LIFE |
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INSURANCE COMPANY (Depositor) |
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| Attest: |
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/s/ RAYMOND J. MANISTA |
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By: |
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/s/ JOHN E. SCHLIFSKE |
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Raymond J. Manista, |
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John E. Schlifske, |
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General Counsel and Secretary |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amended Registration
Statement has been signed below by the following persons in the capacities with the Depositor and on the dates indicated:
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| Signature |
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Title |
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Chairman, Trustee and |
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| /s/ JOHN E. SCHLIFSKE |
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Chief Executive Officer; |
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| John E. Schlifske |
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Principal Executive Officer |
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| /s/ MICHAEL G. CARTER |
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Chief Financial Officer and |
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| Michael G. Carter |
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Principal Financial Officer |
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| /s/ JOHN C. KELLY |
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Vice President and Controller; |
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| John C. Kelly |
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Principal Accounting Officer |
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C-15
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| /s/ John N. Balboni* |
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Trustee |
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| John N. Balboni |
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| /s/ David J. Drury* |
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Trustee |
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| David J. Drury |
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| /s/ Connie K. Duckworth* |
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Trustee |
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| Connie K. Duckworth |
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| /s/ James P. Hackett* |
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Trustee |
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| James P. Hackett |
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| /s/ P. Russell Hardin* |
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Trustee |
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| P. Russell Hardin |
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| /s/ Hans Helmerich* |
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Trustee |
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| Hans Helmerich |
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| /s/ Dale E. Jones* |
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Trustee |
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| Dale E. Jones |
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| /s/ Margery Kraus* |
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Trustee |
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| Margery Kraus |
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| /s/ David J. Lubar* |
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Trustee |
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| David J. Lubar |
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| /s/ Ulice Payne, Jr.* |
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Trustee |
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| Ulice Payne, Jr. |
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| /s/ John E. Schlifske* |
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Trustee |
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| John E. Schlifske |
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| /s/ Mary Ellen Stanek* |
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Trustee |
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| Mary Ellen Stanek |
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| /s/ Timothy W. Sullivan* |
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Trustee |
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| Timothy W. Sullivan |
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| /s/ S. Scott Voynich* |
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Trustee |
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| S. Scott Voynich |
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| /s/ Ralph A. Weber* |
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Trustee |
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| Ralph A. Weber |
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| /s/ Barry L. Williams* |
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Trustee |
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| Barry L. Williams |
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| /s/ Benjamin F. Wilson* |
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Trustee |
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| Benjamin F. Wilson |
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| /s/ Edward J. Zore* |
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Trustee |
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| Edward J. Zore |
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| *By: |
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/s/ JOHN E.
SCHLIFSKE
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John E. Schlifske, Attorney in fact,
pursuant to the Power of Attorney filed on October 1, 2013. |
Each of the signatures is affixed as of October 1, 2013.
C-16
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-6
POST-EFFECTIVE AMENDMENT NO. 24 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE
LIFE ACCOUNT
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| Exhibit |
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Description |
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| (j)(h) |
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Power of Attorney |
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Filed herewith |
| (k) |
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Opinion and Consent of Raymond J. Manista, Esq. dated October 1, 2013 |
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Filed herewith |
| (n) |
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Consent of PricewaterhouseCoopers LLP dated September 30, 2013 |
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Filed herewith |
C-17
