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 | ||||||
| ACT OF 1933 | / / | |||||
| Pre-Effective Amendment No. | / / | |||||
| Post-Effective Amendment No. 31 | / X / | |||||
| and/or | ||||||
| REGISTRATION STATEMENT UNDER THE INVESTMENT | ||||||
| COMPANY ACT OF 1940 | / / | |||||
| Amendment No. 78 | / X / | |||||
| (Check appropriate box or boxes.) | ||||||
| NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT | ||||||
| (Exact Name of Registrant) | ||||||
| THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | ||||||
| (Name of Depositor) | ||||||
| 720 East Wisconsin Avenue, Milwaukee, Wisconsin | 53202 | |||||
| (Address of Depositor’s Principal Executive Offices) | (Zip Code) | |||||
| Depositor’s Telephone Number, including Area Code 414-271-1444 | ||||||
| Raymond J. Manista, Senior Vice President, General Counsel and Secretary The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 |
||||||
| (Name and Address of Agent for Service)
Copy to: Chad E. Fickett, Assistant General Counsel and Assistant Secretary The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 414-665-1209 |
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Approximate Date of Proposed Public Offering Continuous
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 31 to the Registration Statement on Form N-6 (File No. 333-36865) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibit (q) to such Registration Statement, which was inadvertently omitted in Post-Effective Amendment No. 30 to the Registration Statement filed on April 28, 2017. Accordingly, this Post-Effective Amendment No. 31 consists only of a facing page, this explanatory note, Part C of the Registration Statement on Form N-6, and Exhibit (q) to Item 26 of Part C. This Post-Effective Amendment No. 31 does not change the form of the Prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 30 filed electronically on April 28, 2017 with the Securities and Exchange Commission (the “SEC”), which are hereby incorporated by reference herein.
PART C
OTHER INFORMATION
Item 26. Exhibits
| Exhibit | Description | Filed Herewith/Incorporated Herein By Reference To | ||
| (a)(1) | Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company amending Northwestern Mutual Variable Life Account Operating Authority | 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 | ||
| (a)(2) | Resolution of Board of Trustees of The Northwestern Mutual Life Insurance Company establishing the Account | Exhibit A(1) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (b) | Not Applicable | |||
| (c) | Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC, dated May 1, 2006 | Exhibit (c) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed July 28, 2006 | ||
| (d)(1) | Flexible Premium Variable Life Insurance Policy, RR.VEL. (0398), including Policy amendments
Form of Notice of short-term cancellation right |
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 | ||
| (d)(2) | Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-neutral) | Exhibit A(5)(a) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (d)(3) | Variable Life Insurance Policy, RR.VEL, Flexible Premium, including Amendment to Flexible Premium Variable Life (sex-distinct) | Exhibit A(5)(b) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (e) | Form of Life Insurance Application 90-1 L.I.(0198) WISCONSIN and Application Supplement (1003) | 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 | ||
| (f)(1) | Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972) | 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 | ||
| (f)(2) | Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002 | 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 | ||
| (g) | Form of Reinsurance Agreement | 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) | Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company | 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) | 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 | 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) | 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. | 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 | ||
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| (h)(a)(4) | 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. | 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) | Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors Corporation and The Northwestern Mutual Life Insurance Company | 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) | 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 | 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) | Participation Agreement dated April 30, 2007 among Neuberger Berman Advisers Management Trust, Neuberger Berman Management Inc., and The Northwestern Mutual Life Insurance Company | 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) | 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 | 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) | Form of Amendment to Participation Agreement Regarding Rule 498 | 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) | Administrative Service Fee Agreement dated February 28, 1999 between The Northwestern Mutual Life Insurance Company and Frank Russell Company | 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) | Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company | 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) | 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 | 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) | Form of Administrative Services Agreement | 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) | Not Applicable | |||
| (j)(a) | 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) | Exhibit A(8) to Form S-6 Registration Statement for Northwestern Mutual Variable Life Account, File No. 333-36865, filed October 1, 1997 | ||
| (j)(b) | 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 | 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 |
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| (j)(c) | 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 | 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) | 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 | 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) | Shareholder Information Agreement dated April 16, 2007 among Northwestern Mutual Series Fund, Inc. and The Northwestern Mutual Life Insurance Company | 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) | Shareholder Information Agreement dated October 16, 2007 among Neuberger Berman Management Inc. and The Northwestern Mutual Life Insurance Company | 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) | Shareholder Information Agreement dated September 27, 2013 among Credit Suisse Securities (USA) LLC and The Northwestern Mutual Life Insurance Company | 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) | Power of Attorney | Exhibit (j)(g) to Form N-6 Post-Effective Amendment No. 29, for Northwestern Mutual Variable Life Account, File No. 333-36865, filed on February 17, 2017 | ||
| (j)(i) | NMIS/NM Annuity Operations Admin Agreement | 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) | Opinion and Consent of Raymond J. Manista, Esq. dated April 28, 2017 | Exhibit (k) to Form N-6 Post-Effective Amendment No. 30, for Northwestern Mutual Variable Life Account, File No. 333-36865, filed on April 28, 2017 | ||
| (l) | Not Applicable | |||
| (m) | Not Applicable | |||
| (n) | Consent of PricewaterhouseCoopers LLP dated April 27, 2017 | Exhibit (n) to Form N-6 Post-Effective Amendment No. 30, for Northwestern Mutual Variable Life Account, File No. 333-36865, filed on April 28, 2017 | ||
| (o) | Not Applicable | |||
| (p) | Not Applicable | |||
| (q) | Memorandum Describing Issuance, Transfer and Redemption Procedures | Filed herewith |
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.
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TRUSTEES – As of February 1, 2017
| Name | Address | |||
| John N. Balboni | Senior Vice President & CIO International Paper 6400 Poplar Avenue Memphis, TN 38197 | |||
| Nicholas E. Brathwaite | Founding Partner Riverwood Capital 70 Willow Road, Suite 100 Menlo Park, CA 94025 | |||
| David J. Drury | Owner and CEO Poblocki Sign Company LLC 922 South 70th Street Milwaukee, WI 53214 | |||
| Connie K. Duckworth | President & Chairman of the Board ARZU 77 Stone Gate Lane Lake Forest, IL 60045 | |||
| James P. Hackett | President & CEO Steelcase, Inc. 901 - 44th Street Grand Rapids, MI 49508 | |||
| P. Russell Hardin | President Robert W. Woodruff Foundation 191 Peachtree Street NE, Suite 3540 Atlanta, GA 30303 | |||
| Hans Helmerich | President & CEO Helmerich & Payne, Inc. 1437 S. Boulder Avenue Tulsa, OK 74119-3609 | |||
| Dale E. Jones | Vice Chairman Heidrick & Struggles 2001 Pennsylvania Avenue, NW Suite 800 Washington, DC 20006 | |||
| David J. Lubar | President Lubar & Co. 700 N. Water Street Suite 1200 Milwaukee, WI 53202 | |||
| Anne M. Paradis | CEO MicroTek, Inc. 2070 Westover Road Chicopee, MA 01022 | |||
| Ulice Payne, Jr. | President & CEO Addison-Clifton, LLC 13555 Bishops Court Suite 245 Brookfield, WI 53005 | |||
| John E. Schlifske | Chairman & CEO Northwestern Mutual 720 E. Wisconsin Avenue Milwaukee, WI 53202 | |||
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| Mary Ellen Stanek | Managing Director & Chief Investment Officer Baird Advisors Robert W. Baird & Co. President-Baird Funds Inc. 777 E. Wisconsin Avenue 21st Floor Milwaukee, WI 53202 | |||
| S. Scott Voynich | Managing Partner Robinson, Grimes & Company, PC 5637 Whitesville Road (31904) P. O. Box 4299 (31914) Columbus, GA | |||
| Ralph A. Weber | Founding Member Gass, Weber, Mullins, LLC 309 North Water Street Suite 700 Milwaukee, WI 53202 | |||
| Benjamin F. Wilson | Managing Principal Beveridge & Diamond, P.C. 1350 I Street, NW Suite 700 Washington, DC 20005 | |||
EXECUTIVE OFFICERS – As of February 1, 2017
| John E. Schlifske | Chairman of the Board & Chief Executive Officer | |
| Leslie Barbi | Senior Vice President (Public Investments) | |
| Rebekah B. Barsch | Vice President (Planning and Sales) | |
| Blaise C. Beaulier | Vice President (Enterprise Projects & Support) | |
| Sandra L. Botcher | Vice President (Campus & Event Experiences) | |
| Michael G. Carter | Executive Vice President & Chief Financial Officer | |
| Eric P. Christophersen | Vice President (Strategic Philanthropy & Community Relations) | |
| Sheldon I. Cuffie | Vice President & Chief Information Security Officer | |
| Joann M. Eisenhart | Senior Vice President (Human Resources) | |
| Timothy J. Gerend | Senior Vice President (Distribution Growth & Development) | |
| Kimberley Goode | Vice President (Communications & Corporate Affairs) | |
| Karl G. Gouverneur | Vice President & Chief Technology Officer | |
| John M. Grogan | Senior Vice President (Insurance and Investment Products) | |
| Thomas C. Guay | Vice President (Risk Selection Strategy) | |
| Meg E. Jansky | Vice President – Field Integration | |
| Ronald P. Joelson | Executive Vice President & Chief Investment Officer | |
| Todd Jones | Vice President & Controller | |
| Jeffrey J. Lueken | Senior Vice President (Private Securities) | |
| Stephanie A. Lyons | Vice President – Enterprise Risk Assurance | |
| Raymond J. Manista | Senior Vice President, General Counsel & Secretary | |
| John W. McTigue | Chief Distribution Advisor | |
| Christian W. Mitchell | Vice President (Wealth Management) | |
| Gregory C. Oberland | President | |
| Rebecca L. Porter | Vice President (Corporate Strategy) | |
| Steven M. Radke | Vice President (Government Relations) | |
| David R. Remstad | Senior Vice President & Chief Actuary | |
| Bethany M. Rodenhuis | Senior Vice President (Distribution Strategy and Finance) | |
| Tammy M. Roou | Vice President & Chief Risk Officer | |
| Timothy G. Schaefer | Executive Vice President (Client & Digital Experience) | |
| Calvin R. Schmidt | Senior Vice President (Integrated Customer Operations) | |
| Sarah R. Schneider | Vice President (New Business) | |
| Sarah E. Schott | Vice President (Enterprise Compliance) | |
| David W. Simbro | Senior Vice President (Life & Annuity Product) | |
| Steve P. Sperka | Vice President (Field Rewards) | |
| David G. Stoeffel | Vice President (Wealth Platform & Partners) | |
| Steven J. Stribling | Vice President (Disability Income) |
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| Alexa Von Tobel | Vice President (Client Experience) | |
| Kamilah D. Williams-Kemp | Vice President (Long Term Care) | |
| Conrad C. York | Vice President (Marketing) | |
| Thomas D. Zale | Vice President (Real Estate) | |
| Todd O. Zinkgraf | Vice President (Enterprise Solutions) |
OTHER OFFICERS – As of December 1, 2016
|
Employee
|
Title
| |
| Gregory A. Gurlik | Senior Actuary | |
| James R. Lodermeier | VP-Actuary | |
| Ted A. Matchulat | Director-Product Compliance | |
| Chris G. Trost | VP-Corporate Actuary | |
| Paul W. Skalecki | VP-Actuary | |
| Mark J. Gmach | Regional VP | |
| Laila V. Hick | VP-Agency Development | |
| Jason R. Handal | Regional VP | |
| Arthur J. Mees | Regional VP | |
| Timothy Nelson | Regional VP | |
| Michael E. Pritzl | VP-Managing Director Relations | |
| John C. Roberts | VP-Targeted Office Support | |
| Anne A. Frigo | Director-Insurance Product Compliance | |
| Ricky J. Frank | Director-Systems | |
| Robert J. Johnson | Director-Compliance | |
| Gregory S. Leslie | Director-Variable Product Compliance | |
| Randy M. Pavlick | VP-Managed Investments Compliance | |
| Jeffrey P. Schloemer | Director-Compliance | |
| Rebecca Villegas | Director-Compliance | |
| Kevin J. Abitz | Director-Corporate Reporting | |
| Lisa M. Belli-Fuchs | Director-Reporting & Systems Administration | |
| Barbara E. Courtney | Director-Mutual Fund Accounting | |
| Michelle A. Hinze | Director-Accounting Operations | |
| Todd C. Kuzminski | Director-Investment Accounting | |
| K. David 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 | |
| David A. Eurich | Director-Field Training | |
| Joanne M. Migliaccio | Director-Contract, License & Registration | |
| Sarah L. N. Koenig | Director-Horizontal Growth | |
| Cindy S. Prater | Director-Practice Management | |
| Arleen J. Llewellyn | Director-FR Engagement & Selection | |
| Paul J. Steffen | VP-Agency Development | |
| Michael R. Fasciotti | Director-Field Real Estate | |
| Richard P. Snyder | Director-Field Compensation | |
| Brenda J. Antkowski | Director-Field Integration | |
| Paula B. Asen | Director-Field Integration | |
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|
Employee
|
Title
| |
| Kevin J. Konopa | Director-Field Integration | |
| Karen A. Molloy | VP-Treasurer | |
| Deborah A. Schultz | VP-Financial Management | |
| Pency P. Byhardt | Vice President-Annuity Operations | |
| Don P. Gehrke | Director-Retail Investment Operations | |
| Dennis P. Goyette | Director-Annuity Customer Service | |
| Linda A. Schaefer | Director-Document Shared Services | |
| Lori A. Torner | Director-Retail Investment Operations | |
| 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 | |
| Lisa A. Cadotte | VP-Investment Risk Management | |
| Thomas K. Anderson | Asst. General Counsel & Asst. Secretary | |
| Mark J. Backe | VP-Insurance & Operations Counsel & Asst. Secretary | |
| 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 | |
| Michael J. Conmey | Asst. General Counsel & Asst. Secretary | |
| Mark S. Diestelmeier | Asst. General Counsel & Asst. Secretary | |
| John E. Dunn | VP & Investment Products & Services 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 | |
| John D. Gatmaitan | Asst. General Counsel & Asst. Secretary | |
| Sheila M. Gavin | Asst. General Counsel & Asst. Secretary | |
| Chris K. Gawart | VP & Tax Counsel & Asst. Secretary | |
| Katherine T. Hartman | Asst. General Counsel & Asst. Secretary | |
| Matthew D. Heinke | Asst. General Counsel & Asst. Secretary | |
| David B. Kennedy | Asst. General Counsel & Asst. Secretary | |
| Steven J. LaFore | Asst. General Counsel & Asst. Secretary | |
| Lisa A. Leister | Asst. General Counsel & Asst. Secretary | |
| Kim W. Lunn | Asst. General Counsel & Asst. Secretary | |
| Michael J. Mazza | Asst. General Counsel & Asst. Secretary | |
| Andrew J. McLean | Asst. General Counsel & Asst. Secretary | |
| Lesli H. McLinden | Asst. General Counsel & Asst. Secretary | |
| Christopher J. Menting | Assoc. General Counsel-Enterprise Governance & 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 | |
| Rodd Schneider | VP & Litigation and Distribution 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 | |
| Michael W. Zielinski | Asst. General Counsel & Asst. Secretary | |
| Gregory A. Jaeck | Director-Annuity & Income Markets | |
| Jason T. Klawonn | VP-Advanced Markets | |
| William Brian Henning | Director-Competitive Intelligence | |
| Jane Ann Schiltz | Director-LP Planning & Project Support | |
| Steven J. Stribling | VP-Life Product Development | |
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|
Employee
|
Title
| |
| Thomas R. Anderson | Director-Advanced Planning | |
| Candace M. Damon | Director-Strategic Productivity | |
| Angela M. DiCastri | Director-Retirement Markets | |
| Ruthann M. Driscoll | Director-Advanced Planning | |
| Kenneth P. Elbert | Director-Advanced Planning | |
| Matthew K. Fleming | Director-Planning & Investments Support | |
| Stephen J. Frankl | Director-Planning & Sales | |
| William F. Grady, IV | Director-Advanced Planning | |
| Terence J. Holahan | Director-Planning & Sales Education & Development | |
| Emily J. Holbrook | Director-Young Personal Market | |
| Patrick J. Horning | Director-Advanced Planning | |
| William R. Hughes | Director-Advanced Planning | |
| Martha M. Kendler | Director-Closely Held Business Market | |
| Amy Kiiskila | Director-Advanced Planning | |
| Shawn P. Mauser | Director-Network Office Productivity | |
| John E. Muth | Director-Advanced Planning | |
| Elizabeth Ridley | VP-Market Strategy & Training | |
| Andrew J. Smalley | Director-Sales Promotion & Integration | |
| Michael C. Soyka | Director-Planning & Sales | |
| William H. Taylor | VP-Financial Planning & Sales Support | |
| Janine L. Wagner | Director-Planning & Insurance Support | |
| Stephanie Wilcox | Director-Planning & Sales Admin/Integration | |
| Brian D. Wilson | VP-National Sales | |
| Peter T. Petersen | VP-Client & Digital Experience | |
| Jeffrey B. Williams | VP-NMIS and WMC Chief Compliance Officer | |
| James LeMere | Director-Policyowner Services | |
| Travis T. Piotrowski | VP-Policyowner Services | |
| Sandra K. Scott | Director-Life Benefits | |
| Carol A. Stilwell | Director-Policyowner Services | |
| Gina Tolzman | Director-Policyowner Services | |
| Mark J. McLennon | VP-IPS Business Development | |
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 February 1, 2017 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. (the “Funds”), shown below as a subsidiary of Northwestern Mutual, is an investment company, registered under the Investment Company Act of 1940, offering 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.
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|
NORTHWESTERN MUTUAL CORPORATE STRUCTURE(1) (as of February 1, 2017)
|
||||||||
| Legal Entity Name | Domestic Jurisdiction | Owner % | ||||||
|
Operating Subsidiaries |
||||||||
|
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 Management Company, LLC(2) |
Delaware | 100.00 | ||||||
|
Northwestern Mutual Investment Services, LLC(2) |
Wisconsin | 100.00 | ||||||
|
Northwestern Mutual Wealth Management Company(2) |
United States | 100.00 | ||||||
| LearnVest Inc.(2) |
Delaware | 100.00 | ||||||
| LearnVest Planning Services, LLC(2) |
Delaware | 100.00 | ||||||
| All Other Subsidiaries |
||||||||
| 1838938 Alberta Ltd. |
Canada | 100.00 | ||||||
| 31 Ogden, LLC(2) |
Delaware | 100.00 | ||||||
| 3412 Exchange, LLC(2) |
Delaware | 100.00 | ||||||
| 777 North Van Buren Apartments, LLC(2) |
Delaware | 100.00 | ||||||
| 777 North Van Buren Condominium Association, Inc.(2) |
Delaware | 100.00 | ||||||
| 777 North Van Buren Parking, LLC(2) |
Delaware | 100.00 | ||||||
| 777 North Van Buren Retail, LLC(2) |
Delaware | 100.00 | ||||||
| AFE Brentwood Park, LLC(2) |
Delaware | 100.00 | ||||||
| Amber, LLC(2) |
Delaware | 100.00 | ||||||
| AMLI at Perimeter Gardens, LLC(2) |
Delaware | 100.00 | ||||||
| Arbor Lake Village Apartments Limited Liability Company(2) |
Delaware | 100.00 | ||||||
| Artisan Garden Apartments, LLC(2) |
Delaware | 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 | ||||||
| Bradford II SPE, Inc.(2) |
Delaware | 100.00 | ||||||
| Bradford Master Association Inc.(2) |
North Carolina | 100.00 | ||||||
| Burgundy, LLC(2) |
Delaware | 100.00 | ||||||
| C – Land Fund, LLC(2) |
Delaware | 100.00 | ||||||
| Chateau, LLC(2) |
Delaware | 100.00 | ||||||
| Chelsea Ventures, LLC(2) |
Maryland | 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 | ||||||
| Crosland Greens, LLC(2) |
North Carolina | 100.00 | ||||||
| CWS Lemmon Resources, LP(2) |
Delaware | 100.00 | ||||||
| Dortmund, LLC(2) |
Delaware | 100.00 | ||||||
| Fairfield West Deer Park LLC(2) |
Delaware | 100.00 | ||||||
| FB #2, LLC(2) |
Maryland | 100.00 | ||||||
| GRO, LLC(2) |
Delaware | 100.00 | ||||||
| GRO-SUB, LLC(2) |
Delaware | 100.00 | ||||||
| Hamptons PBG, L.P.(2) |
Delaware | 100.00 | ||||||
| Hazel, Inc.(2) |
Delaware | 100.00 | ||||||
| Higgins, Inc.(2) |
Delaware | 100.00 | ||||||
| Hobby, Inc.(2) |
Delaware | 100.00 | ||||||
|
Hollenberg 1, Inc.(2) |
Delaware | 100.00 | ||||||
C-9
| NORTHWESTERN MUTUAL CORPORATE STRUCTURE(1) (as of February 1, 2017)
| ||||
| Juleen, LLC(2) |
Delaware | 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 | ||
| Maroon, Inc.(2) |
Delaware | 100.00 | ||
|
Mason & Marshall, Inc.(2) |
Delaware | 100.00 | ||
| Millbrook Apartments Associates L.L.C.(2) |
Virginia | 100.00 | ||
| Model Portfolios, LLC(2) |
Delaware | 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 Gen, 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, LLC.(2) |
Delaware | 100.00 | ||
| NM Lion, LLC(2) |
Delaware | 100.00 | ||
| NM Majestic Holdings, LLC(2) |
Delaware | 100.00 | ||
| NM Neptune, LLC(2) |
Delaware | 100.00 | ||
| NM Pebble Valley LLC(2) |
Delaware | 100.00 | ||
| NM Planning, 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 | ||
| NM-Hemlock, LLC(2) |
Delaware | 100.00 | ||
| NM-Pulse, LLC(2) |
Delaware | 100.00 | ||
| NM-Skye, 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 Van Buren, Inc.(2) |
Delaware | 100.00 | ||
|
Northwestern Ellis Company(2) |
Nova Scotia | 100.00 | ||
|
Northwestern Mutual Capital GP, LLC(2) |
Delaware | 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 IV, 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 Mezzanine Fund IV, LP(2) |
Delaware | 100.00 | ||
|
Northwestern Mutual Capital Strategic Equity Fund II, LP(2) |
Delaware | 100.00 | ||
|
Northwestern Mutual Capital Strategic Equity Fund III, LP(2) |
Delaware | 100.00 | ||
|
Northwestern Mutual Capital Strategic Equity Fund IV, 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.(3) |
Maryland | 100.00 | ||
|
NorthWoods Phase I, LLC |
Delaware | 100.00 | ||
| NWM ZOM GP, LLC(2) |
Delaware | 100.00 | ||
C-10
| NORTHWESTERN MUTUAL CORPORATE STRUCTURE(1) (as of February 1, 2017)
| ||||
| 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 | ||
| Promenade at Clifton 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 | ||
| Tapestry Condominium Owners Association, Inc. (2) |
Tennessee | 100.00 | ||
| Trade Street Associates I, LLC(2) |
Delaware | 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 | ||
| Ventura Lakes MHC-NM, LLC(2) |
Delaware | 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 2016, 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. |
| (2) | Subsidiary included in the consolidated financial statements. |
| (3) | Northwestern Mutual Series Fund, Inc. consists of 27 series of capital stock, each a separate investment portfolio (the “Portfolios”). The Portfolios consist of: 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, Government 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, 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.
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(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.
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).
C-12
(b) As of February 1, 2017, the directors and officers of NMIS are as follows:
| Name | Position | |
| Rebekah B. Barsch | Vice President, Planning and Sales | |
| Pency P. Byhardt | Vice President, Annuity Operations | |
| Michael G. Carter | NMIS Board Director | |
| Linda C. Donahue | NMIS Anti-Money Laundering (AML) Officer | |
| Bradley L. Eull | Secretary | |
| Don P. Gehrke | Director, Retail Investment Operations | |
| Timothy J. Gerend | NMIS Board Director and Senior Vice President, Distribution Growth and Development | |
| John M. Grogan | NMIS Board Director and Senior Vice President, Insurance and Investment Products | |
| David P. Harley | Director, Investment Services | |
| Ronald P. Joelson | NMIS Board Director | |
| Jennifer W. Murphy | Director, NMIS Home Office Supervision/Administration | |
| Jeffrey J. Niehaus | Director – Strategy Planning and Partnerships | |
| Gregory C. Oberland | Executive Officer, Distribution Growth and Development, Sales and Marketing | |
| Jennifer O’Leary | Treasurer and Financial and Operations Principal | |
| Travis T. Piotrowski | Vice President, Policyowner Services | |
| Daniel A. Riedl | Vice President, Chief Operating Officer | |
| Bethany M. Rodenhuis | Senior Vice President, Distribution Strategy and Finance | |
| Calvin R. Schmidt | NMIS Board Director and Senior Vice President, Integrated Operations | |
| Sarah R. Schneider | Vice President, New Business | |
| Sarah E. Schott | Vice President, Enterprise Compliance | |
| David W. Simbro | Senior Vice President, Life and Annuity Product | |
| Todd W. Smasal | Director, Human Resources | |
| David G. Stoeffel | NMIS Board Director, President and Chief Executive Officer | |
| Susan Limbach | Assistant Treasurer | |
| Kellen A. Thiel | Director, Investment Products | |
| Jeffrey B. Williams | Vice President, NMIS Compliance, and Chief Compliance Officer | |
| Brian D. Wilson | Vice President, National Sales | |
| Terry Young | Assistant Secretary |
The address for each director and officer of NMIS is 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
(c) NMIS, the principal underwriter, received $3,053,234 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.
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-13
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, has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 25th day of July, 2017.
| NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT (Registrant) |
| By | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) | |||
| Attest: |
/s/ RAYMOND J. MANISTA |
By: |
/s/ JOHN E. SCHLIFSKE | |||
| Raymond J. Manista, |
John E. Schlifske, | |||||
| Senior Vice President, General Counsel and Secretary |
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the Depositor on the 25th day of July, 2017.
| THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) |
| Attest: |
/s/ RAYMOND J. MANISTA |
By: |
/s/ JOHN E. SCHLIFSKE | |||
| Raymond J. Manista, |
John E. Schlifske, | |||||
| Senior Vice President, General Counsel and Secretary |
Chairman and 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:
| Signature | Title | |||
| Chairman, Trustee and | ||||
| /s/ JOHN E. SCHLIFSKE |
Chief Executive Officer; | |||
| John E. Schlifske | Principal Executive Officer | |||
| Executive Vice President and | ||||
| /s/ MICHAEL G. CARTER |
Chief Financial Officer; | |||
| Michael G. Carter |
Principal Financial Officer | |||
| /s/ TODD JONES |
Vice President and Controller; | |||
| Todd Jones |
Principal Accounting Officer | |||
C-14
| /s/ John N. Balboni* |
Trustee | |||
| John N. Balboni | ||||
| /s/ Nicholas E. Brathwaite* |
Trustee | |||
| Nicholas E. Brathwaite | ||||
| /s/ David J. Drury* |
Trustee | |||
| David J. Drury | ||||
| /s/ Connie K. Duckworth* |
Trustee | |||
| Connie K. Duckworth | ||||
| /s/ James P. Hackett* |
Trustee | |||
| James P. Hackett | ||||
| /s/ P. Russell Hardin* |
Trustee | |||
| P. Russell Hardin | ||||
| /s/ Hans Helmerich* |
Trustee | |||
| Hans Helmerich | ||||
| /s/ Dale E. Jones* |
Trustee | |||
| Dale E. Jones | ||||
| /s/ David J. Lubar* |
Trustee | |||
| David J. Lubar | ||||
| /s/ Anne M. Paradis* |
Trustee | |||
| Anne M. Paradis | ||||
| /s/ Ulice Payne, Jr.* |
Trustee | |||
| Ulice Payne, Jr. | ||||
| /s/ John E. Schlifske* |
Trustee | |||
| John E. Schlifske | ||||
| /s/ Mary Ellen Stanek* |
Trustee | |||
| Mary Ellen Stanek | ||||
| /s/ S. Scott Voynich* |
Trustee | |||
| S. Scott Voynich | ||||
| /s/ Ralph A. Weber* |
Trustee | |||
| Ralph A. Weber | ||||
| /s/ Benjamin F. Wilson* |
Trustee | |||
| Benjamin F. Wilson | ||||
| *By: |
/s/ JOHN E. SCHLIFSKE | |||
| John E. Schlifske, Attorney in fact, | ||||
| pursuant to the Power of Attorney filed February 17, 2017. |
Each of the signatures is affixed as of July 25, 2017.
C-15
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-6
POST-EFFECTIVE AMENDMENT NO. 31 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
| Exhibit | Description |
|||||||
| (q) | Memorandum Describing Issuance, Transfer and Redemption Procedures |
Filed herewith |
C-16
Exhibit Q
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT
(Variable Executive Life)
Description of Issuance, Transfer and Redemption Procedures for Variable Life Insurance Contracts Pursuant to Rule 6e-3(T)(b)(12)(iii).
INTRODUCTION
1. Rule 6e-3(T)(b)(12) under the Investment Company Act provides exemption from Sections 22(c), 22(d), 22(e) and 27(c)(1) of the Act and Rule 22c-1 thereunder for variable life insurance policies which meet the conditions of the Rule. (Rule 6e-3(T) has not been amended to reflect the addition of Section 27(c)(i).)
2. Rule 6c-3 provides exemptions for a registered variable life insurance separate account which registers under Section 8 of the Act, except for exemption from the registration requirements, “under the same terms and conditions as a separate account claiming exemption under — Rule 6e-3(T).” Therefore a separate account that registers as contemplated by Rule 6c-3 may be required to include the materials referred to in Rules 6e-3(T)(b)(12)(iii). The purpose of this memorandum is to fulfill this requirement with respect to the variable life insurance policy (“Policy”) previously offered in connection with Northwestern Mutual Variable Life Account (“Separate Account”), a separate investment account of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”).
3. Assets held in the Separate Account consist entirely of interest in shares of various series (each a “Portfolio”, together the “Portfolios”) of the Northwestern Mutual Series Fund, Inc., the Russell Investment Funds (including series comprising the Russell Life Points® Variable Target Portfolio Series), the Fidelity® VIP Mid Cap Portfolio and Fidelity® VIP Contrafund® Portfolio, each a series of Fidelity Variable Insurance Products III and Fidelity Variable Insurance Products II, respectively, the Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio, and the Credit Suisse Trust – Commodity Return Strategy Portfolio, as well as any interest in shares of any other fund Northwestern Mutual may make available from time to time, (collectively, the “Funds”). Shares of each series are valued daily as of the close of trading on the NYSE.
The defined terms used herein are the same as the defined terms in the Policy or prospectus, unless otherwise defined herein.
RULE 6e-3(T)(b)(12)(iii)
4. Rule 6e-3(T)(b)(12)(iii) provides exemptions from the sections and rules cited above to the extent “Necessary to comply with this Rule or with insurance laws and regulations and established administrative procedures of the life insurer for issuance, increases in or additions of insurance benefits, transfer and redemption of flexible contracts, including, but not limited to, premium rate structure and premium processing, insurance underwriting standards, and the particular benefit afforded by the contract . . . .” The Rule thus recognizes that the established procedures of the insurance company itself, founded on the requirements of state insurance law, have a principal role in defining the requirements which apply for variable life insurance offered by the same company.
ISSUANCE PROCEDURES
A. Premium Structure and Insurance Underwriting Standards
5. The Policy is a flexible premium contract. Premiums may be paid at any time and in any amount, within limits. The actual cost of insurance charge will depend on the age, sex and insurance risk classification of the proposed insured, as well as the net amount at risk. Thus, the price of the insurance will differ, reflecting established insurance procedures and state law, in order to fairly take into account the differences in risks.
6. As a mutual life insurance company organized in Wisconsin, Northwestern Mutual is required to offer its insurance contracts as participating policies which share equitably
2
in Northwestern Mutual’s divisible surplus. The Policy accordingly has been designated as participating. However, no dividends are anticipated since the Policy is not expected to contribute to divisible surplus.
7. Notwithstanding the documented differences between male and female mortality rates, a 1983 decision of the U.S. Supreme Court1 has created legal liability issues for employers who purchase, or are otherwise involved in the purchases of, insurance products which are priced so as to reflect these differences. Similarly, the laws of individual states (currently only Montana) require that policies offered there use a sex-neutral pricing basis. The Policy will accordingly be offered on a sex-neutral pricing basis for use as required in such situations.
B. Procedures for Placing a Policy in Effect
8. Northwestern Mutual no longer issues the Policy.
C. Premium Processing for Existing Policies
9. Premiums may be paid at any time prior to the Policy anniversary nearest the insured’s 95th birthday, subject to our administrative practices, which may include evidence of insurability and Modified Endowment Contract (MEC)-limit review, and in any amount, within certain limits. The net premium, after the deductions described in the prospectus, will be placed in the Separate Account on the date received by Northwestern Mutual at its Home Office if received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, premiums will be placed in the Separate Account on the next trading day.
10. Transactions between the Separate Account and the General Account of Northwestern Mutual will be effected as of the dates determined in accordance with the terms of the Policy but the transactions will not in all cases be physically processed on those dates. For example, as described below, the death of an insured will mark the date on which the Policy ceases to participate in the Separate Account, with interest being paid on Policy proceeds from that date until the Policy is settled, but several days may elapse before Northwestern Mutual
1 Arizona Governing Committee, Etc. v. Norris, 103 S. Ct. 3492 (1983).
3
receives notification. Because of the timing discrepancies the total assets of the Separate Account will not always exactly match the sum of the interests in the Separate Account represented by all of the Policies outstanding. An accounting routine has been established to reconcile these amounts once each year, as of December 31, and the amount of assets in the Separate Account will be adjusted as required.
11. In some instances Northwestern Mutual may hold Premium amounts under established procedures if transaction instructions are not in good order in order to ascertain Policy Owner instructions or process the transaction in good order, which may include MEC review. “Policy Owner” may include an authorized representative of a Policy Owner, if allowable under applicable law.
12. Northwestern Mutual will monitor Policies and will attempt to notify a Policy Owner on a timely basis if a Policy Owner’s Policy is in jeopardy of becoming a MEC under the Internal Revenue Code. Depending on the instructions received, excess Premium may be reversed from the Policy and returned with interest within 60 days after the end of the Policy year in which they are paid. If a Policy Owner wants the excess payment applied and the policy to become a MEC, the date they agree to making the policy a MEC is used as the effective date of the excess amount (the date Northwestern Mutual gets the instructions and the payment). The money up to the limit is applied as of the original effective date, and the balance of the money is applied as of the receipt date of the instructions.
TRANSFER PROCEDURES
A. Dollar-Cost Averaging and Portfolio Rebalancing
13. A Policy Owner may elect, for no additional charge, to authorize Northwestern Mutual to transfer amounts on a monthly basis from the Government Money Market Divisions to other Divisions as directed. A Policy Owner may also arrange to have Invested Assets rebalanced to established percentages on a monthly, quarterly, semi-annual or annual basis. Northwestern Mutual may modify or suspend these programs at any time.
4
B. Transfers
14. The Separate Account currently consists of 40 Divisions. All assets of each Division are invested in shares of the corresponding Portfolio. A Policy Owner may direct that accumulated amounts under the Policy be transferred from one Division to another so long as you are invested in no more than 30 Divisions at a time. The Policy provides for a $25 charge for transfers of assets among the Divisions of the Separate Account if more than twelve transfers take place in a Policy year. Currently, this fee is being waived. A Policy Owner may request the transfer in writing and under certain circumstances when available, by the Internet according to our procedures for electronic instructions. Transfers received by Northwestern Mutual at its Home Office in good order before the close of trading on the NYSE will receive same-day pricing. Transfers received by Northwestern Mutual at its Home Office on or after the close of trading will be priced on the next regular trading day. Where allowable by applicable law, a Policy Owner’s financial representative may provide us with transfer instructions on behalf of the Policy Owner subject to our current procedures, rules and requirements. If the effective date does not match the date the transfer instructions are due to be forwarded to the Home Office according to our procedures, the Home Office will contact NMIS to resolve any discrepancies.
C. Short Term and Excessive Trading
15. To deter short term and excessive trading, Northwestern Mutual has adopted and implemented policies and procedures which are designed to control abusive trading practices and seeks to apply these policies and procedures uniformly to all Policy Owners. Any exceptions must be either expressly permitted by these policies and procedures or subject to an approval process described in them. Northwestern Mutual may also be prevented from uniformly applying these policies and procedures under applicable state or federal law or regulation.
Among the steps Northwestern Mutual has taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions, including (with certain exceptions as identified in the prospectus) the prohibition of more than twelve transfers (or multiple transfers on the same effective date) among Divisions under a single Policy during a Policy year. Further, an investor who is identified as having made a transfer in
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and out of the same Division (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers after making two more such round trip transfers within any Policy year, including the year in which the first such round trip transfer was made. The restriction will last until the next Policy Anniversary and the investor will be sent a letter informing him or her of the restriction. An investor who is identified as having made one or more round trip transfers within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a Division excluding the Government Money Market Division and the Divisions corresponding to the Portfolios of the Russell Investment Fund LifePoints® Variable Target Portfolio Series will be restricted from making additional transfers after making one more such round trip transfer within any Policy year, including the year in which the first such round trip transfer was made. The restriction will last until the next Policy Anniversary and the investor will be sent a letter informing him or her of the restriction. Unless Northwestern Mutual believes an investor’s trading behavior is problematic, these limitations do not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, and interest sweeps, or to initial allocations, the use of asset allocation models or changes in future allocations. Once a Policy is restricted, Northwestern Mutual allows one additional transfer into the Government Money Market Division until the next Policy Anniversary Date. Limitations may be modified in accordance with our procedures to modify some of these limitations to allow for transfers that would not count against the total transfer limit as necessary to alleviate potential hardships to investors, such as transfers required as a result of a fund substitution, liquidation or merger.
These policies and procedures may change from time to time in Northwestern Mutual’s sole discretion without notice; provided, however, Policy Owners will be given advance, written notice if the policies and procedures were revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies and procedures may provide for the imposition of a redemption fee and may require Northwestern Mutual to provide transaction information to the Fund.
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Northwestern Mutual intends to monitor events and the effectiveness of its policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. However, Northwestern Mutual may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on its ability to impose restrictions on the trading practices of a Policy Owner.
The Policy may be purchased by a corporation or other entity as a means to informally fund the liabilities created by the entity’s employee benefit or similar plan. The Policy may be aggregately managed with other Policies to match liabilities under such plans. The Policy, therefore, may be subject to special transfer restrictions. Namely, transactions involving portfolio rebalancing programs may be exempt from the twelve transfers per Policy year limitation where: (1) the purpose of the portfolio rebalancing program is to match the Policy to the entity’s employee benefit or similar plan; (2) the portfolio rebalancing program adequately protects against short-term or excessive trading; and (3) the portfolio rebalancing program is managed by a third party administrator that meets Northwestern Mutual’s requirements. Northwestern Mutual reserves the right to monitor or limit transactions involving portfolio rebalancing programs where Northwestern Mutual believes such transactions may be potentially harmful to a Portfolio.
REDEMPTION PROCEDURES
A. Surrender for Cash Value
16. The cash value equals the Policy Value, less any Policy debt outstanding. A Policy Owner may surrender the Policy for cash value at any time upon written request during the lifetime of the insured. Northwestern Mutual will determine the cash value for a surrender request on the same day it receives the request if the request is received at the Home Office in good order before the close of trading on the NYSE. Cash values for surrender requests received by Northwestern Mutual at its Home Office on or after the close of trading will be determined on the next regular trading day.
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17. Northwestern Mutual will generally pay surrender proceeds within seven days of receipt of a Policy Owner’s written request, except under the circumstances described below in the “Deferral of Determination and Payment” section.
18. When a surrender of a Policy is effected, Northwestern Mutual will pay the cash value out of the assets held in the General Account. An amount equal to the Invested Assets will be transferred from the Separate Account to the General Account as of the effective date of the surrender.
B. Withdrawals of Policy Value
19. A withdrawal of Policy Value may be made under certain conditions specified in the prospectus. A withdrawal may not reduce the loan value to less than any Policy Debt outstanding. Following a withdrawal the remaining Policy Value, less any Policy Debt outstanding, must be at least three times the most recent monthly charge. Also, following a withdrawal the remaining Death Benefit must be at least the minimum amount that Northwestern Mutual would currently issue. The minimum amount for withdrawals is $250. The Policy reserves the right to charge a fee of up to $25 per withdrawal. This fee is currently being waived.
20. Withdrawals may be made upon written request at Northwestern Mutual’s Home Office. The maximum allowable withdrawal will be determined by reference to computations as of the close of business on the day the request is received if the request is received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, the determination will be made on the next trading day. The check for the amount of the withdrawal will be mailed from the Home Office. Withdrawals from the Separate Account will generally be paid within seven days of receipt of a Policy Owner’s written request, except under the circumstances described below in the “Deferral of Determination and Payment” section.
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C. Payment of Death Benefit
21. Northwestern Mutual will pay the Death Benefit to the beneficiaries or other designated payees in accordance with the terms of the Policy following receipt at the Home Office of proof of the death of the insured. The amount of the Death Benefit paid will be determined as of the date of death. Northwestern Mutual may transfer Invested Assets into the Government Money Market division of the Separate Account upon notification of death of the Insured until the Death Benefit is paid in order to minimize breakage. Payment of the Death Benefit is subject to the suicide and incontestability provisions of the Policy and any applicable state law requirements. Payment will be made promptly and in any case within seven days after the last of the conditions is met, except under circumstances described below in the “Deferral of Determination and Payment” section.
22. The Death Benefit for a Policy will depend on the death benefit option chosen. With Option A, the death benefit equals the Specified Amount. With Option B, the Death Benefit equals the sum of the Specified Amount and the Policy Value. And with Option C, the Death Benefit equals the sum of the Specified Amount and premiums paid. At ages 100 and older, the Death Benefit will equal the Policy Value under all three options. In addition, under any of the options, the Death Benefit will be increased, if necessary, to meet the definitional requirements for life insurance for federal income tax purposes. The Death Benefit is adjusted to reflect any unpaid monthly charges if the Policy is in the grace period. Also, any Policy debt is deducted from the Death Benefit.
23. Northwestern Mutual will pay the Death Benefit for a Policy out of assets held in its General Account. The beneficiary may receive the Death Benefit as a cash settlement either by electing to receive a lump sum or by electing an income plan as set forth in the prospectus. The amount payable will include interest from the date of death. An amount equal to the interest of the Policy in the Separate Account as of the date of death will be transferred from the Separate Account to the General Account.
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D. Lapse and Reinstatement
24. If the Policy Value, less any Policy debt outstanding, is less than the monthly charges on any Monthly Processing Date, a 61 day2 grace period is allowed for the payment of sufficient premium to keep the Policy in force. The grace period begins on the date when a notice is sent to a Policy Owner. The notice will state the minimum amount of premium required to keep the Policy in force and the date by which the premium must be paid. The Policy will terminate with no value unless the required amount is paid before the grace period expires. Payments are deemed received by Northwestern Mutual at its Home Office if received in good order before the close of trading on the NYSE that day. If received on or after the close of trading, payments are deemed received on the next trading day. If the insured dies during the grace period, the death proceeds will be reduced by the amount of the unpaid monthly charges.
25. A lapsed Policy may be reinstated while the insured is alive within one year (or longer if required by state law) after the Policy terminated. Within 24 days after lapse, reinstatement can be made by paying an amount equal to the monthly charges that were due when the Policy terminated, plus charges for three more months. After 24 days of lapse, reinstatement is also conditional upon evidence of insurability. If the request is not received on a Monthly Processing Date, on or after the close of trading on the NYSE on a Monthly Processing Date, the reinstatement will be effected as of the first Monthly Processing Date following the date the request for reinstatement is received at the Home Office of Northwestern Mutual, subject to approval by Northwestern Mutual. Any Policy debt that was outstanding when the Policy terminated will also be reinstated. Upon reinstatement, the Policy Date will not change. The Policy Value when a policy is reinstated is equal to the premium paid, after the deduction for taxes and sales load, less the sum of all monthly charges for the cost of insurance and other expenses for the grace period and for the current month. The cash amount required to reinstate a Policy will be paid into the General Account and the amount required for the Separate Account reserve will be placed in the Separate Account as of the reinstatement date.
2 In administering the Policies Northwestern Mutual intends to use a 66-day period, instead of 61 days, before the lapse routine is implemented. The longer period is used simply to reduce the volume of lapse and reinstatement transactions occasioned by miscalculation when a Policy Owner attempts to pay the overdue premium on the last day of the grace period. The 66-day period is used for Northwestern Mutual’s fixed benefit insurance policies and will be administered consistently. When the 66 days have transpired and the Policy lapses, the values will be computed as though the Policy had lapsed after the grace period of 61 days. Notwithstanding the postponement of internal procedures to reflect the fact of a lapse, the Policy does lapse upon the expiration of the grace period and the Death Benefit is determined accordingly if the insured dies thereafter regardless of whether the internal procedures have been implemented prior to the date of death.
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E. Reinvestment after Surrender or Withdrawal
26. While a Policy Owner has no right to reinvestment after a surrender or withdrawal, Northwestern Mutual may permit such reinvestments in its sole discretion as described in the prospectus. A Policy Owner may make payments in the form of returned surrender or withdrawal proceeds in connection with a request to void a surrender or withdrawal if the request is received by Northwestern Mutual within a reasonable time after the surrender or withdrawal proceeds are mailed.
Returned withdrawal proceeds will be reinvested at the unit value next determined for each Division after our receipt of the reinvestment request in good order at the Home Office, including, among other things, (1) the return of withdrawal proceeds, (2) satisfactory evidence of insurability and any (3) Premium Payments due. Proceeds will be applied to the Divisions from which the withdrawal was made in the same proportion as the withdrawal. Surrender proceeds will only be reinvested on a Monthly Processing Date after our receipt of the reinvestment request in good order at the Home Office, including, among other things, (1) the return of surrender proceeds, (2) satisfactory evidence of insurability and any (3) Premium Payments due. Returned surrender proceeds (plus applicable interest, if any) will be allocated to the Divisions from which the surrender was made in the same proportion as the surrender.
Depending on the underwriting classification of the Insured, Northwestern Mutual may not accept the reinvestment or may accept the reinvestment with different charges and expenses under the Policy. Northwestern Mutual may refuse to process reinvestments where it is not administratively feasible.
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F. Exchange for a Fixed-Benefit Policy
27. A Policy Owner may exchange its Policy for a life insurance policy that does not vary with the investment experience of the Separate Account at any time if under certain circumstances a Fund changes its investment adviser or makes a material change to the investment policies of a Portfolio.
G. Policy Loans and Loan Repayments
28. The Policy provides that a Policy Owner may borrow from Northwestern Mutual using the Policy as collateral security. The maximum loan value is 90% of the Policy Value of the Policy. If a Policy loan is already outstanding, the maximum amount that can be taken as a new loan is the maximum loan value, less existing Policy debt.
29. The Policy provides that loans will be made upon written request. If Northwestern Mutual receives a request for a loan at the Home Office in good order before the close of trading on the NYSE, the loan will be effective as of the close of trading that day. If the request is received on or after the close of trading, the loan will be effective on the next trading day. The date of the loan will be the date on which the check for the loan proceeds is issued. The maximum loan value of the Policy will be determined by reference to computations at the close of business the preceding day — after the request for the loan was submitted but before processing took place — and interest will accrue from the effective date of the loan.
30. Interest on a Policy loan accrues and is payable on a daily basis. The Policy loan rate is a fixed rate of 5%. Unpaid interest is added to the principal. The Policy will terminate if the Policy Value falls to zero on a Monthly Processing Date, but written notice will be mailed to a Policy Owner at least 61 days before the termination date. The notice will state the amount which must be paid to keep the Policy in force.
31. When a Policy loan is effected, the loan amount is taken from the Divisions of the Separate Account in proportion to the amounts in the Divisions. The amounts withdrawn from the Separate Account are credited with an earnings rate equal to the Policy loan interest rate. On the Monthly Processing Date, a charge for expenses and taxes associated with any Policy debt is deducted. The amount deducted for expenses is disclosed in the prospectus. The earnings rate is in lieu of the investment experience of the Separate Account.
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32. Loan repayments (including accrued interest) may be repaid, in whole or in part, at any time while the Insured is alive. If there is Policy Debt, payments received in good order at our Home Office are treated as payments to reduce Policy Debt unless designated as Premium Payments. If payments are received before the close of trading on the NYSE, Northwestern Mutual will credit payments as of the date received and will transfer those amounts from the General Account to the Divisions, in proportion to the premium allocation in effect as of the same date. If payments are received on or after the close of trading on the NYSE, Northwestern Mutual will process the order using the value of the units in the Divisions determined at the close of the next regular trading session of the NYSE.
H. Deferral of Determination and Payment
33. Northwestern Mutual will ordinarily pay Policy benefits within seven days after all required documents are received at its Home Office. However, we may defer determination and payment of benefits if:
| • | the NYSE is closed, other than customary weekend and holiday closings, or trading on the NYSE is restricted as determined by the SEC; or |
| • | the SEC permits, by an order, the postponement of any payment for the protection of a Policy Owner; |
| • | the SEC determines that an emergency exists that would make the disposal of securities held in the Separate Account or the determination of their value not reasonably practicable; or |
| • | under SEC rules, the Government Money Market Portfolio suspends payments of redemption proceeds in connection with a liquidation of the Portfolio, we will delay the Portfolio’s portion of the payment of any transfer, partial surrender, surrender, or death benefit until the Portfolio is liquidated. |
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34. If a Policy Owner submits a check or draft to our Home Office, Northwestern Mutual has the right to defer payment of the Death Benefit, surrender, withdrawals, loans, or payment plan proceeds until the check or draft has been honored.
35. To the extent it is disclosed in the prospectus, Northwestern Mutual may defer payment of the Death Benefit if it legitimately needs time to determine the proper beneficiaries.
36. If mandated under applicable law, Northwestern Mutual may be required to freeze a Policy Owner’s Policy Value and thereby refuse to pay any requests for transfer, surrender, withdrawals, loans, or the Death Benefit, until instructions are received from the appropriate regulatory or other lawful authority. Northwestern Mutual may also be required to provide additional information about a Policy Owner, a Policy Owner’s Policy, and a Policy Owner’s trading activities to government regulators.
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